Registration number:
THF Holdings Ltd
for the Year Ended 31 December 2022
THF Holdings Ltd
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Income Statement |
|
Consolidated Statement of Financial Position |
|
Statement of Financial Position |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
THF Holdings Ltd
Company Information
Directors |
A Thompson F L Hamilton-Fox A L Thompson S Thompson L Gray R Grieveson M D Proudfoot |
Company secretary |
S Thompson |
Registered office |
|
Solicitors |
|
Auditor |
|
THF Holdings Ltd
Strategic Report for the Year Ended 31 December 2022
The directors present their strategic report for the year ended 31 December 2022.
Principal activity
The principal activity of the group is that of a holding company for the group. The principal activity of the group is the manufacture and distribution of specialist candles and diffusers.
Fair review of the business
Turnover for the Group was £49,322k compared to £36,052k, an increase of 37%. Profit before tax was £79k compared to £2,195k, a decrease of 96%. Average staffing levels were 428 in 2021 increasing to 529 in 2022. The group continues to be focused upon our customer needs and operational efficiencies which it achieves through planned investment in facilities and new equipment.
The consolidated statement of financial position again shows a strong position, £6,519k at December 2022, compared to £6,398 at December 2021. The group is fully committed to inward investment particularly in its infrastructure, product development and research and development.
The group's key financial and other performance indicators during the year were as follows:
Unit |
2022 |
2021 |
|
Sales growth |
% |
37 |
43 |
Gross margins |
% |
31 |
32 |
The profit margin before tax is 0.2% in 2022 compared to 6.1% in 2021.
Management use a range of performance measures to monitor and review the group results. Each individual company is controlled by monthly reviews into financial and non-financial figures including sales, gross margins, cost control, production capacities and staff utilisation. The management team look at historic results as well as preparing annual budgets and regular financial forecasting.
Principal risks and uncertainties
The principal business risk is associated with the reliance on a small number of customers and the impact their changing demand has on our utilisation of resources. We continue to invest in training our staff, particularly in product training to ensure that our customers know that we are at the forefront of technology in our marketplace. The Directors constantly consider the issues which may impact upon the business and take appropriate action to deal with them.
Future developments
The group is formalising development agreements with our existing customers to secure continued collaborative relationships while also looking to diversify the risk of a small customer base by adding new opportunities and markets across all the group companies. The group continues to monitor potential acquisition opportunities that would match our core functions and growth strategies. The board believes that the group is in a very strong position to take advantage of the opportunities available and looks forward to the forthcoming year and beyond with cautious optimism.
Section 172(1) statement
Under section 172 of the Companies Act 2006, the Directors have a duty to act in good faith in a way that is most likely to promote the success of the group for the benefit of its members as a whole, having regard to the likely consequences of decisions for the long term, the interests of the group's employees, the need to foster relationships with other stakeholders, the impact on the community and the environment and maintaining a reputation for high standards of business conduct. Key decisions made by the board during the year were considered with the aforesaid duty to act in good faith.
All business decisions are taken with due regard to the primary stakeholders who impact the performance of the business including: Our Employees; Our Customers; Our Suppliers; and Our Shareholders.
THF Holdings Ltd
Strategic Report for the Year Ended 31 December 2022 (continued)
We constantly monitor current market conditions and explore opportunities to increase shareholder value. Our dependence on one large customer is a recognised risk for the group. The group manages this risk by formalising the ties between us and out main customers while also seeking out new customers and markets to diversify the risk. We continue to invest in our R&D function to provide products that new and existing customers want at competitive prices and by maintaining strong relationships with customers
We continue to invest internally in our people and methods to ensure we can maximise our opportunities and satisfy our customer expectations. We have invested in progressive programmes of training, communication and consultation as well as in our employees wellbeing. We aim to provide equal opportunities to all current and prospective employees in a diverse and inclusive environment.
Supplier relationships are important across all areas of the business. The company has developed key and positive long-term relationships that have ensured a stable and sustainable supply chain.
We aim to continue to develop our people, systems and product portfolio to promote the success of the group for the benefit of its members as a whole, having regard to the likely consequences of decisions for the long term, the interests of the group's employees, the need to foster relationships with other stakeholders, the impact on the community and the environment (as detailed in the "Carbon Reporting" section) and holding ourselves to high standards of business conduct.
Approved and authorised for issue by the
......................................... |
THF Holdings Ltd
Directors' Report for the Year Ended 31 December 2022
The directors present their report and the for the year ended 31 December 2022.
Directors of the group
The directors who held office during the year were as follows:
The following directors were appointed after the year end:
Dividends
Details of dividends paid in the year are included on note 25. The directors have not recommended a final dividend.
Financial instruments
Objectives and policies
The group has an established, structured approach to risk management. The group's activities expose it to a variety of financial risks, including the effects of credit, liquidity and cash flow, and interest rate risks. The group has adopted risk management policies that seek to mitigate these risks in a cost effective manner. Financial assets that expose the group to financial risk consist primarily of trade debtors and cash. Financial liabilities that expose the group to financial risk consist principally of trade creditors and loans.
Price risk, credit risk, liquidity risk and cash flow risk
Credit risk is the risk of loss in the value of financial assets due to counterparties failing to meet all or part of their obligations. The credit management policy of the group ensures that the appropriate credit checks are made on customers prior to any sales being made. Credit accounts for individual customers are assigned on a case by case basis after reviewing the financial stability of the customer.
Liquidity risk is the risk that the group does not have sufficient liquid assets to meet its obligations as they fall due. Liquidity is maintained at a prudent level and the group ensures there is an adequate liquidity buffer to cover contingencies. The group maintains sufficient cash and open committed credit lines from its bankers to meet its funding requirements.
The group has interest bearing liabilities. Interest rate risk re unfavourable movements in interest rates are not perceived as being material to the accounts due to the arrangements in place.
Employment of disabled persons
The Group gives full consideration to applications for employment from disabled persons where the candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion.
Where existing employees become disabled, it is the Group's policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.
THF Holdings Ltd
Directors' Report for the Year Ended 31 December 2022 (continued)
Environmental report
Emissions and energy consumption
During the year ended 31 December 2022, THF Group Ltd has gathered data regarding scope one, two, and three carbon emissions (as defined by the GHG Protocol) from its UK Operations as defined by the requirement of the Streamlined Energy and Carbon Reporting (SECR) legislation.
Energy (kWh) |
2022 |
2021 |
Scope 1 (emissions from gas and fuel for fleet vehicles) |
121,605 |
68,721 |
Scope 2 (emissions from electricity and gas) |
821,684 |
1,687,738 |
Scope 3 (emissions from business travel in employee cars) |
63,892 |
52,355 |
Total energy |
1,007,181 |
1,808,814 |
Emissions (tCO2e) |
||
Scope 1 (emissions from gas and fuel for fleet vehicles) |
34 |
23 |
Scope 2 (emissions from electricity and gas) |
271 |
283 |
Scope 3 (emissions from business travel in employee cars) |
14 |
11 |
Total SECR emissions |
319 |
317 |
Specific Carbon Consumption |
||
SCC (tCO2e / £000 revenue) |
0.0066 |
0.0089 |
The combined Scope 1, Scope 2 and Scope 3 carbon emissions for the period recorded was 319 tCO2e (317 tCO2e-2021). The energy consumed in the period is 1,007,181 kWh (1,808,814 kWh -2021). The Specific Carbon Consumption (SSC) for the period is calculated a 0.0066 tCO2e/£000 revenue (2021 – 0.009)
During the period of reporting a number of practical actions to reduce energy consumption have been undertaken including the completion of installing LED lights across all sites, a reduction in high energy multiple screen usage and auto-close software in all computers. We also invested in improved LEV Air Filtration in our main manufacturing facility and implemented improved segregation and recycling of plastics. A plan was also put in place to install solar panels for the provision of clean energy that will be completed in 2023.
THF Holdings Ltd
Directors' Report for the Year Ended 31 December 2022 (continued)
Going concern
The financial statements have been prepared on a going concern basis.
The group meets its day to day working capital requirements through cash generated from operations and external borrowings.
The group’s forecasts and projections for the next twelve months show that the group should be able to continue in operational existence for that period, taking into account possible changes in trading performance.
The directors are confident in the ability of the group on the basis that it has secured additional short term bank finance and has obtained the support of its majority shareholder to provide short term working capital should this be necessary for a minimum period of 12 months from the date of approval of the financial statements.
Having considered the current cash forecasts of the group the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements. The group therefore continues to adopt the going concern basis in preparing its financial statements.
Future developments
See disclosures within the Strategic Report regarding future developments of the group.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Azets Audit Services as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved and authorised for issue by the
......................................... |
THF Holdings Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
THF Holdings Ltd
Independent Auditor's Report to the Members of THF Holdings Ltd
Opinion
We have audited the financial statements of THF Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022, which comprise the Consolidated Income Statement, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2022 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
THF Holdings Ltd
Independent Auditor's Report to the Members of THF Holdings Ltd (continued)
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 7], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
THF Holdings Ltd
Independent Auditor's Report to the Members of THF Holdings Ltd (continued)
• |
Enquiry of management and those charged with governance around actual and potential litigation and claims; |
• |
Enquiry of staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations |
• |
Reviewing board minutes; |
• |
Challenging assumptions and judgements made by management in their significant accounting estimates; |
• |
Review financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and |
• |
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness. |
Because of the field in which the client operates, we identified the following areas as those most likely to have a material impact on the financial statements: employment law and compliance with the UK Companies Act and tax legislation.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
Statutory Auditor
Chartered Accountants
Bulman House
Regent Centre
Newcastle upon Tyne
NE3 3LS
Azets Audit Services is a trading name of Azets Audit Services Limited
THF Holdings Ltd
Consolidated Income Statement for the Year Ended 31 December 2022
Note |
2022 |
2021 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Distribution costs |
( |
( |
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Share of profit of joint venture |
|
|
|
Other interest receivable and similar income |
|
- |
|
Interest payable and similar expenses |
( |
( |
|
Profit before tax |
|
|
|
Taxation |
|
( |
|
Profit for the financial year |
|
|
|
Profit attributable to: |
|||
Owners of the company |
|
|
|
Non controlling interests |
( |
( |
|
|
|
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
THF Holdings Ltd
(Registration number: 09347785)
Consolidated Statement of Financial Position as at 31 December 2022
Note |
2022 |
2021 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
Investments |
- |
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
308 |
308 |
|
Profit and loss account |
|
6,405,951 |
|
Non controlling interests |
(20,504) |
(8,050) |
|
Total equity |
|
6,398,209 |
Approved and authorised for issue by the
......................................... |
THF Holdings Ltd
(Registration number: 09347785)
Statement of Financial Position as at 31 December 2022
Note |
2022 |
2021 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current (liabilities)/assets |
( |
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Merger reserve |
|
|
|
Profit and loss account |
|
|
|
Total equity |
|
|
Approved and authorised for issue by the
......................................... |
THF Holdings Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2022
Equity attributable to the parent company
Share capital |
Profit and loss account |
Total |
Non- controlling interests |
|
At 1 January 2021 |
|
|
|
- |
Profit/(loss) for the year |
- |
|
|
( |
Total comprehensive income |
- |
|
|
( |
Dividends |
- |
( |
( |
- |
At 31 December 2021 |
|
|
|
( |
Share capital |
Profit and loss account |
Total |
Non- controlling interests |
|
At 1 January 2022 |
|
|
|
( |
Profit/(loss) for the year |
- |
|
|
( |
Total comprehensive income |
- |
|
|
( |
At 31 December 2022 |
|
|
|
( |
THF Holdings Ltd
Statement of Changes in Equity for the Year Ended 31 December 2022
Share capital |
Merger reserve |
Profit and loss account |
Total |
|
At 1 January 2021 |
|
|
|
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 31 December 2021 |
|
|
|
|
Share capital |
Merger reserve |
Profit and loss account |
Total |
|
At 1 January 2022 |
|
|
|
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
At 31 December 2022 |
|
|
|
|
THF Holdings Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2022
Note |
2022 |
2021 |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Finance income |
( |
- |
|
Finance costs |
|
|
|
Share of profit/loss of equity accounted investees |
( |
( |
|
Income tax expense |
( |
|
|
|
|
||
Working capital adjustments |
|||
Decrease/(increase) in stocks |
|
( |
|
Decrease/(increase) in debtors |
|
( |
|
(Decrease)/increase in creditors |
( |
|
|
Decrease in deferred income, including government grants |
- |
( |
|
Cash generated from operations |
( |
( |
|
Income taxes received/(paid) |
|
( |
|
Net cash flow from operating activities |
( |
( |
|
Cash flows from investing activities |
|||
Interest received |
|
- |
|
Acquisitions of tangible assets |
( |
( |
|
Acquisition of intangible assets |
( |
( |
|
Acquisition of subsidiaries less cash acquired |
( |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from bank borrowing draw downs |
|
|
|
Repayment of bank borrowing |
( |
( |
|
Proceeds from other borrowing draw downs |
|
|
|
Payments to finance lease creditors |
( |
( |
|
Dividends paid |
- |
( |
|
Net cash flows from financing activities |
|
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
Cash and cash equivalents at 1 January |
|
|
|
Cash and cash equivalents at 31 December |
(1,064,109) |
1,078,521 |
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' (FRS102) and applicable legislation as set out in the Companies Act 2006 and Schedule 1 of the Large and Medium-Sized companies and Groups (Accounts and Reports) Regulations 2008.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
These financial statements are prepared in sterling which is the functional currency of the entity.
Summary of disclosure exemptions
The parent entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
The Company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and does not disclose related party transactions with members of the same group that are wholly owned.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2022.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial year of £473,862 (2021 - profit of £767,889).
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
2 |
Accounting policies (continued) |
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
An entity is treated as a joint venture where the group is party to a contractual agreement with one or more parties from outside the group to undertake an economic activity that is subject to joint control.
In the consolidated accounts, interests in joint ventures are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investor’s share of the profit or loss, other comprehensive income and equity of the associate, or joint venture. The consolidated statement of comprehensive income includes the group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the group. In the consolidated balance sheet, the interests in joint ventures are shown as the group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is included within the equity method accounted figure in the financial statements as goodwill. This goodwill is amortised over 5 years. Where there are indicators of impairment, the investment as a whole is tested for impairment.
In accordance with the equity method of accounting, losses are only recognised to the extent that the carrying amount of the investment is reduced to £nil at which point no further losses are recognised.
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
2 |
Accounting policies (continued) |
Judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
Assessing indicators of impairment - In assessing whether there have been indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year. |
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Useful economic lives of tangible assets - The annual depreciation charge is sensitive to changes in the estimated useful lives of the assets. The useful economic lives are re-assessed annually. They are amended when necessary to reflect current estimates, future investments and economic utilisation. The value charged to the Income Statement during the year is £570,214 (2021 - £396,266).
Useful economic lives of intangible assets - Amortisation is calculated so as to write off the cost of an intangible asset, over the useful economic life of that asset. An estimate of the useful economic life of assets is detailed in the amortisation accounting policy. The value charged to the Income Statement during the year is £291,659 (2021 - £25,527).
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
2 |
Accounting policies (continued) |
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Government grants
Government grants in respect of specific projects are credited to a deferred income account and are released to the income statement over the life of the project.
Grants of a revenue nature are credited to the income statement in the period to which they relate. Government grants are presented separately and disclosed in Other operating income in the income statement. Other operating income in the year comprises the UK Government assistance provided through Coronavirus Job Retention Scheme and the Small Business Grant Fund during the Covid-19
pandemic.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Research and development
Research and development expenditure is written off in the period in which it is incurred.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements. Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
2 |
Accounting policies (continued) |
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
|
Land and buildings |
2 - 6.67% straight line |
|
Plant and machinery |
15 - 25% reducing balance |
|
Fixtures and fittings |
25% reducing balance |
|
Motor vehicles |
25% reducing balance |
|
Equipment |
25% reducing balance |
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are recorded at the fair value at the acquisition date.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
20% straight line |
Computer software |
20% straight line |
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
2 |
Accounting policies (continued) |
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
2 |
Accounting policies (continued) |
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.
Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
2 |
Accounting policies (continued) |
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.
Lease payments are apportioned between finance costs in the income statement and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
2022 |
2021 |
|
Sale of goods |
|
|
The analysis of the group's Turnover for the year by market is as follows:
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
3 |
Turnover (continued) |
2022 |
2021 |
|
UK |
|
|
Europe |
|
|
Rest of world |
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2022 |
2021 |
|
Coronavirus job retention scheme |
|
|
Rental income |
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
2022 |
2021 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Research and development cost |
|
|
Foreign exchange losses |
|
|
Interest payable and similar expenses |
2022 |
2021 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Interest expense on other finance liabilities |
|
- |
|
|
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2022 |
2021 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Other short-term employee benefits |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2022 |
2021 |
|
Production |
|
|
Administration and support |
|
|
Management |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2022 |
2021 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
716,701 |
740,275 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2022 |
2021 |
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
2022 |
2021 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Auditors' remuneration |
2022 |
2021 |
|
Audit of these financial statements |
16,380 |
5,800 |
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
44,227 |
31,500 |
|
|
Taxation |
Tax charged/(credited) in the consolidated income statement
2022 |
2021 |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
( |
( |
(108,657) |
141,169 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
|
Arising from changes in tax rates and laws |
|
|
Total deferred taxation |
|
|
Tax (receipt)/expense in the income statement |
( |
|
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
10 |
Taxation (continued) |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2021 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2022 |
2021 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Increase from effect of different UK tax rates on some earnings |
|
|
Effect of revenues exempt from taxation |
- |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Deferred tax (credit)/expense from unrecognised tax loss or credit |
( |
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
( |
Tax (decrease)/increase from effect of capital allowances and depreciation |
( |
|
Tax decrease from effect of adjustment in research and development tax credit |
- |
( |
Total tax (credit)/charge |
( |
|
Deferred tax
Group
Deferred tax assets and liabilities
2022 |
Liability |
Accelerated capital allowances |
|
Pension plan obligations |
( |
Tax losses |
( |
|
2021 |
Liability |
Accelerated capital allowances |
|
Pension plan obligations |
( |
|
In the Spring Budget 2020, the Government announced that from 1 April 2020 the corporation tax rate would remain at 19% (rather than reducing to 17% as previously enacted). This new law was deemed substantively enacted on 17 March 2020. In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate will increase to 25%. This law was deemed substantively enacted on 24 May 2021 and the deferred tax balances at the year end have been calculated based on this rate.
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Intangible assets |
Group
Goodwill |
Contractual customer relationships |
Computer software |
Total |
|
Cost or valuation |
||||
At 1 January 2022 |
|
|
|
|
Additions acquired separately |
- |
- |
|
|
Acquired through business combinations |
|
- |
- |
|
At 31 December 2022 |
|
|
|
|
Amortisation |
||||
At 1 January 2022 |
|
- |
|
|
Amortisation charge |
|
|
|
|
At 31 December 2022 |
|
|
|
|
Carrying amount |
||||
At 31 December 2022 |
|
|
|
|
At 31 December 2021 |
- |
|
|
|
Company
Goodwill |
Contractual customer relationships |
Total |
|
Cost or valuation |
|||
At 1 January 2022 |
|
|
|
At 31 December 2022 |
|
|
|
Amortisation |
|||
At 1 January 2022 |
|
- |
|
Amortisation charge |
- |
|
|
At 31 December 2022 |
|
|
|
Carrying amount |
|||
At 31 December 2022 |
- |
|
|
At 31 December 2021 |
- |
|
|
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Tangible assets |
Group
Land and buildings |
Fixtures and fittings |
Plant and machinery |
Equipment |
Motor vehicles |
Total |
|
Cost or valuation |
||||||
At 1 January 2022 |
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
Acquired through business combinations |
|
- |
|
|
|
|
At 31 December 2022 |
|
|
|
|
|
|
Depreciation |
||||||
At 1 January 2022 |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
At 31 December 2022 |
|
|
|
|
|
|
Carrying amount |
||||||
At 31 December 2022 |
|
|
|
|
|
|
At 31 December 2021 |
|
|
|
|
|
|
Included within the net book value of land and buildings above is £4,612,054 (2021 - £3,814,213) in respect of freehold land and buildings and £644,071 (2021 - £720,732) in respect of long leasehold land and buildings.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2022 |
2021 |
|
Plant and machinery |
1,159,398 |
408,169 |
Fixtures and fittings |
179,942 |
36,170 |
Motor vehicles |
139,246 |
- |
1,478,586 |
444,339 |
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
12 |
Tangible assets (continued) |
Company
Land and buildings |
Long leasehold land and buildings |
Fixtures and fittings |
Office equipment |
Total |
|
Cost or valuation |
|||||
At 1 January 2022 |
|
|
|
|
|
Additions |
- |
|
|
|
|
Disposals |
( |
- |
- |
- |
( |
At 31 December 2022 |
- |
|
|
|
|
Depreciation |
|||||
At 1 January 2022 |
- |
|
|
|
|
Charge for the year |
- |
|
|
|
|
At 31 December 2022 |
- |
|
|
|
|
Carrying amount |
|||||
At 31 December 2022 |
- |
|
|
|
|
At 31 December 2021 |
|
|
|
|
|
Included within the net book value of land and buildings above is £Nil (2021 - £216,781) in respect of freehold land and buildings and £3,598,343 (2021 - £3,675,004) in respect of long leasehold land and buildings.
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Investments |
Group
2022 |
2021 |
|
Investments in joint ventures |
- |
166,522 |
Joint ventures |
£ |
Cost |
|
At 1 January 2022 |
166,522 |
Share of profit of joint venture |
|
Disposals |
(227,418) |
At 31 December 2022 |
- |
Provision |
|
At 1 January 2022 |
- |
At 31 December 2022 |
- |
Carrying amount |
|
At 31 December 2022 |
- |
At 31 December 2021 |
166,522 |
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2022 |
2021 |
Joint ventures |
||||
|
Lower Lodge, Vann Road, Ferhurst, Haselmere, Surrey, GN27 3NH |
Ordinary |
|
|
England |
* indicates direct investment of the company
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
13 |
Investments (continued) |
Company
2022 |
2021 |
|
Investments in subsidiaries |
|
|
Investments in joint ventures |
- |
|
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2022 |
|
Additions |
|
At 31 December 2022 |
|
Provision |
|
At 1 January 2022 |
|
At 31 December 2022 |
|
Carrying amount |
|
At 31 December 2022 |
|
At 31 December 2021 |
|
Joint ventures |
£ |
Cost |
|
At 1 January 2022 |
|
Disposals |
( |
At 31 December 2022 |
- |
Provision |
|
At 1 January 2022 |
- |
At 31 December 2022 |
- |
Carrying amount |
|
At 31 December 2022 |
- |
At 31 December 2021 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
13 |
Investments (continued) |
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2022 |
2021 |
|||
Subsidiary undertakings |
||||
|
Hexham Villa, Egton Terrace, Birtley, Co. Durham, United Kingdom, DH3 1LX |
Ordinary |
|
|
England |
||||
|
Hexham Villa, Egton Terrace, Birtley, Co. Durham, United Kingdom, DH3 1LX |
Ordinary |
|
|
England |
||||
|
Hexham Villa, Egton Terrace, Birtley, Co. Durham, United Kingdom, DH3 1LX |
Ordinary |
|
|
England |
||||
|
Hexham Villa, Egton Terrace, Birtley, Co. Durham, United Kingdom, DH3 1LX |
Ordinary |
|
|
England |
||||
|
Hexham Villa Egton Terrace, Birtley, Chester Le Street, England, DH3 1LX |
Ordinary |
|
|
England |
||||
|
Hexham Villa Egton Terrace, Birtley, Chester Le Street, England, DH3 1LX |
Ordinary |
|
|
England |
||||
|
Hexham Villa Egton Terrace, Birtley, Chester Le Street, England, DH3 1LX |
Ordinary |
|
|
|
Hexham Villa, Egton Terrace, Birtley, Co. Durham, United Kingdom, DH3 1LX |
Ordinary |
|
|
England |
||||
|
Lower Lodge, Vann Road, Ferhurst, Haslemere, Surrey, GN27 3NH |
Ordinary |
|
|
England |
||||
|
Lower Lodge, Vann Road, Ferhurst, Haslemere, Surrey, GN27 3NH |
Ordinary |
|
|
England |
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
13 |
Investments (continued) |
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
Hexham Villa, Egton Terrace, Birtley, Co. Durham, United Kingdom, DH3 1LX |
Ordinary |
|
|
England |
Subsidiary undertakings |
Contract Candles & Diffusers Ltd The principal activity of Contract Candles & Diffusers Ltd is |
Lower Lodge Candles Limited The principal activity of Lower Lodge Candles Limited is |
Oakleaf Candles Limited The principal activity of Oakleaf Candles Limited is |
Contract Candles Limited The principal activity of Contract Candles Limited is |
THF Homes Limited The principal activity of THF Homes Limited is |
THF Glassware Limited The principal activity of THF Glassware Limited is |
THFS Digital Limited The principal activity of THFS Digital Limited is |
Functional Fitness South East Limited The principal activity of Functional Fitness South East Limited is |
Colorlites Holdings Limited The principal activity of Colorlites Holdings Limited is |
Colorlites Limited The principal activity of Colorlites Limited is |
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
13 |
Investments (continued) |
JFD (Midhurst) Limited The principal activity of JFD (Midhurst) Limited is |
Subsidiary audit exemption
For the year ending 31 December 2022 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:
Functional Fitness South East Limited (company registered number 13257817)
THF Homes Limited (company registered number 13137765)
THFS Digital Limited (company registered number 13553184)
THF Glassware Limited (company registered number 13439289)
For the year ending 31 December 2022 the following subsidiaries were entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies:
Oakleaf Candles Limited (company registered number 04597481)
Contract Candles Limited (company registered number 03077491)
Business combinations |
On
Colorlites Holdings Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
Fair value |
|
Assets and liabilities acquired |
||
Financial assets |
1,347,112 |
|
Stocks |
514,475 |
|
Tangible assets |
545,328 |
|
Financial liabilities |
(2,323,339) |
( |
Pre-acquisition share of JV profits |
(227,418) |
( |
Total identifiable assets |
(143,842) |
( |
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
14 |
Business combinations (continued) |
Book value |
Fair value |
|
Goodwill |
1,082,669 |
|
Total consideration |
938,827 |
938,827 |
Satisfied by: |
||
Cash |
902,000 |
902,000 |
Other |
36,877 |
|
Total consideration transferred |
938,877 |
938,877 |
Cash flow analysis: |
||
Cash consideration |
(938,877) |
(938,877) |
Less: cash and cash equivalent balances acquired |
221,169 |
|
Net cash outflow arising on acquisition |
(717,708) |
( |
|
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
14 |
Business combinations (continued) |
On
JFD (Midhurst) Limited contributed £- revenue and £(
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
Fair value |
|
Assets and liabilities acquired |
||
Financial assets |
425,711 |
|
Tangible assets |
394,744 |
|
Financial liabilities |
(471,777) |
( |
Total identifiable assets |
348,678 |
|
Goodwill |
663,822 |
|
Total consideration |
1,012,500 |
1,012,500 |
Satisfied by: |
||
Cash |
1,000,000 |
1,000,000 |
Other |
12,500 |
|
Total consideration transferred |
1,012,500 |
|
Cash flow analysis: |
||
Cash consideration |
(1,012,500) |
(1,012,500) |
Less: cash and cash equivalent balances acquired |
29,488 |
|
Net cash outflow arising on acquisition |
(983,012) |
( |
|
The useful life of goodwill is
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Stocks |
Group |
Company |
|||
2022 |
2021 |
2022 |
2021 |
|
Raw materials and consumables |
|
|
- |
- |
Debtors |
Group |
Company |
||||
Note |
2022 |
2021 |
2022 |
2021 |
|
Trade debtors |
9,956,315 |
8,988,078 |
- |
- |
|
Amounts owed by related parties |
- |
|
|
|
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
|
|
|
Accrued income |
|
|
- |
- |
|
Corporation tax asset |
|
- |
|
|
|
Directors loan accounts |
44,673 |
75,922 |
39,673 |
31,386 |
|
|
|
|
|
||
Less non-current portion |
( |
( |
- |
- |
|
10,854,862 |
10,096,238 |
|
|
Cash and cash equivalents |
Group |
Company |
|||
2022 |
2021 |
2022 |
2021 |
|
Cash on hand |
|
|
|
|
Cash at bank |
|
|
|
|
|
|
|
|
|
Bank overdrafts |
( |
- |
- |
- |
Cash and cash equivalents in statement of cash flows |
(1,064,109) |
1,078,521 |
57,218 |
434,643 |
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Creditors |
Group |
Company |
||||
Note |
2022 |
2021 |
2022 |
2021 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
|
|
|
Trade creditors |
|
|
|
|
|
Amounts due to related parties |
- |
|
|
- |
|
Social security and other taxes |
|
|
|
|
|
Other creditors |
|
|
|
- |
|
Accruals |
|
|
|
|
|
Corporation tax liability |
- |
21,218 |
- |
- |
|
Directors loan accounts |
355,543 |
121,889 |
465,113 |
121,889 |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
|
|
Loans and borrowings |
Group |
Company |
|||
2022 |
2021 |
2022 |
2021 |
|
Current loans and borrowings |
||||
Bank borrowings |
|
|
|
|
Bank overdrafts |
|
- |
- |
- |
Hire purchase and finance lease liabilities |
261,571 |
137,625 |
- |
- |
Other borrowings |
|
|
- |
- |
|
|
|
|
Group |
Company |
|||
2022 |
2021 |
2022 |
2021 |
|
Non-current loans and borrowings |
||||
Bank borrowings |
|
|
|
|
Hire purchase and finance lease liabilities |
925,950 |
256,924 |
- |
- |
|
|
|
|
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
19 |
Loans and borrowings (continued) |
Group
Bank borrowings
|
|
|
|
|
|
|
The loans are secured on all assets of THF Holdings Ltd via a debenture dated 07/02/2019. |
Other borrowings
The invoice financing creditor is denominated in sterling. The carrying amount at year end is £8,923,963 (2021 - £7,906,732).
The invoice financing creditor is secured by a debenture including a fixed charge over all property, a first fixed charge and a first floating charge over all assets dated 13/07/2005.
Liabilities relating to hire purchase and finance lease agreements of £1,187,521 (2021 - £394,549) are secured against the assets to which they relate.
Included in the loans and borrowings are the following amounts due after more than five years:
2022 |
2021 |
|
After more than five years by instalments |
|
|
646,115 |
563,837 |
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Deferred tax and other provisions |
Group
Deferred tax |
Total |
|
At 1 January 2022 |
|
|
Increase (decrease) in existing provisions |
|
|
Increase (decrease) through business combinations |
|
|
At 31 December 2022 |
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2022 |
2021 |
|||
No. |
£ |
No. |
£ |
|
|
|
308 |
|
308 |
Reserves |
Group
Called up share capital
This represents the nominal value of shares that have been issued.
Merger reserve
This reserve records the amount above the nominal value received for shares sold by way of a share-for-share exchange as part of a group re-organisation to make the company the parent of the THF Holdings Ltd group.
Revaluation reserve
This reserve records the value of asset revaluations and fair value movement on assets recognised in other comprehensive income.
Profit and loss account
This reserve records retained earnings and accumulated losses.
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
2022 |
2021 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
2022 |
2021 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
- |
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Dividends |
2022 |
2021 |
|||
£ |
£ |
|||
Interim dividend of £Nil (2021 - £ |
- |
815,490 |
||
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
Analysis of changes in net debt |
Group
At 1 January 2022 |
Financing cash flows |
Acquisition of subsidiaries |
New finance leases |
At 31 December 2022 |
|
Cash and cash equivalents |
|||||
Cash |
1,078,521 |
(861,620) |
- |
- |
216,901 |
Overdrafts |
- |
(1,281,010) |
- |
- |
(1,281,010) |
1,078,521 |
(2,142,630) |
- |
- |
(1,064,109) |
|
Borrowings |
|||||
Long term borrowings |
(2,751,438) |
(15,450) |
(224,965) |
- |
(2,991,853) |
Short term borrowings |
(546,530) |
152,853 |
(392,670) |
- |
(786,347) |
Lease liabilities |
(394,549) |
255,780 |
- |
(1,048,752) |
(1,187,521) |
Invoice financing |
(7,906,732) |
(1,017,231) |
- |
- |
(8,923,963) |
(11,599,249) |
(624,048) |
(617,635) |
(1,048,752) |
(13,889,684) |
|
|
|||||
( |
( |
( |
( |
( |
Related party transactions |
Group
During the period the group entered into the following transactions with related parties:
Purchases from entities that provide key management personnel services totalling £66,865 (2021 - £243,775). Balances owed to entities that provide key management personnel services, included in creditors at the period end total £nil (2021 - £1,342).
The group has taken advantage under paragraph 33.1A of FRS 102, of not disclosing transactions with other members of the THF Holdings Ltd group.
Transactions with directors |
2022 |
At 1 January 2022 |
Advances to director |
Repayments by director |
Business combination by company |
At 31 December 2022 |
|
|||||
A Thompson & A L Thompson |
( |
|
( |
109,570 |
( |
F L Hamilton-Fox |
|
|
- |
- |
|
(90,503) |
458,163 |
(788,100) |
109,570 |
(310,870) |
|
THF Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022 (continued)
27 |
Related party transactions (continued) |
2021 |
At 1 January 2021 |
Advances to director |
Repayments by director |
At 31 December 2021 |
|
||||
A Thompson & A L Thompson |
|
|
( |
( |
F L Hamilton-Fox |
|
|
( |
|
127,582 |
598,322 |
(816,407) |
(90,503) |
|
Company
Dividends paid to directors |
2022 |
2021 |
|||
A Thompson |
- |
541,454 |
||
A L Thompson |
- |
233,216 |
||
F L Hamilton-Fox |
- |
40,820 |
||
- |
815,490 |
|||
Parent and ultimate parent undertaking |
The ultimate controlling party is