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Registered number: 01875194
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NHBS LTD.
UNAUDITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 JUNE 2023
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NHBS LTD.
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
The directors present their report and the financial statements for the year ended 30 June 2023.
Directors' responsibilities statement
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The directors are responsible for preparing the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group 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 for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the company during the year was that of wildlife, ecology and conservation activities, as a seller of books and equipment and as an equipment manufacturer (including research and development on new products) and publisher of magazines.
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NHBS LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
The NHBS Group performed well in 2022-23 given the challenges of implementing Brexit changes and reengaging with customers affected by the COVID 19 pandemic during the previous few years. Compared to 2021-22 there was a fall in turnover of 5.4%. This mainly reflects trading returning to more expected levels following the lockdowns in 2020-2021 and the impact in that period on B2C and B2B orders.
Despite challenges in this area the Gross Profit margin remained virtually unchanged at 40.0% (2021-22: 40.4%).
Formed in response to the challenges of Brexit, NHBS GmbH has now completed its third full year of trading. This wholly owned subsidiary contributed 17.8% of Group turnover in 2022-23 (2021-22: 17.2%). Following Brexit there were many challenges in fulfilling and delivering orders into Europe, including coping with new Customs arrangements along with logistical problems faced by our main EU courier. The courier’s ability to handle customer returns has now improved significantly.
During the year NHBS Ltd signed a new long-term lease on the larger of its two sites in Totnes, Devon. The increased lease commitment is shown in note 18. No new borrowing was taken out and the CBILS loan has reduced to £179,166 by the year end as shown in note 13.
The company continued to undertake R&D. Partly this was on new manufactured products but also on modifications to improve existing products.
Full-time equivalent (‘FTEs’) employee numbers rose to 55 at 30 June 2023 from 53.3 at 30 June 2022. During the year the 5-person Board of Directors continued to meet on a regular basis with a blend of in person and video conferencing meetings.
At the heart of everything is the core purpose of NHBS, which is to support those who are passionate about wildlife, and those who work to understand, protect, and conserve the natural environment. We do this by offering the largest range of wildlife, ecology and conservation books and equipment in the world, along with our magazines, and by providing expert advice and support.
The directors who served during the year were:
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Isobel Mercer (resigned 29 November 2023)
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NHBS LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Environmental, Social and Governance Report
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Environmental
As a conservation business, NHBS is particularly aware of its impact on the environment. Our manufactured products use responsibly sourced wood and netting where possible, whilst at least 90% of our packaging is recyclable. All packaging material received from suppliers is re-used where possible, particularly plastic, while biodegradable plastic is utilised where appropriate. Our magazines are mailed in potato starch biodegradable wrapping.
All wastepaper, plastic and cardboard is recycled through a specialist, licensed contractor, as are redundant electrical products. Waste metal from our workshop is also separated and collected by a specialist recycling company. The waste management company utilised by NHBS to dispose of non-recyclable waste ensures that there is zero waste sent to landfill.
All employees are entitled to up to 3 paid days per year of conservation volunteering. There is a cycle to work scheme and all employees are encouraged to use public transport, not only for getting to and from the company’s premises, but also for marketing trips and conferences.
Social
NHBS has a diverse workforce which represents the local area. One fifth of our colleagues have been with the company for five or more years. We continue to conform to the Equality Act 2010, equal pay for equal work.
A benchmarking exercise was undertaken during spring 2023 to ensure that our salaries and other benefits compare favourably with other similar companies in our region. Following this exercise, we adjusted some salaries and added to our benefits package. Our main focus is on ensuring that colleagues in lower paid roles are paid a living wage and we have maintained pay at the level of at least the Real Living Wage. As a further response to the cost-of–living crisis we also paid all colleagues a £750 cost-of-living payment in October 2022 to support them through the winter months. We also introduced the opportunity for colleagues to sacrifice part of their salary to buy up to five additional days of holiday each year.
The company continues to operate a generous pension policy whereby the company pays 6% of remuneration into the company pension scheme compared with the employer’s minimum standard of 5%. Almost all of our colleagues (98%) are members of the scheme.
We recognise that a high level of commitment to the health, safety and welfare of those people that could be affected by our operations has significant benefits and makes good business sense. We employ the services of a local Health and Safety specialists and have appointed a Health and Safety committee. An annual health check has been instituted for the workshop employees and an Occupational Health Nurse is available for all employees. We also have a trained mental health advisor available for our colleagues.
The company takes the training of its employees extremely seriously. Job-related training is made available to staff at all levels of the company (including mandatory companywide manual handling training). We also run a regular development group for existing managers to develop both their commercial awareness and their management skills.
Governance
The management team is led by Dr Steaphan Hazell, General Manager and currently includes nine department managers.
Communication has been a focus of 2023 with regular meetings between managers and colleagues throughout the business. We have also continued to improve our appraisal system and our recruitment, onboarding and probation processes. Our Colleague Council meets every six weeks and includes representatives from every team.
A Risk Register remains in place, and this is reviewed by the Board on a semi-annual basis. Compliance across
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NHBS LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
the whole company has been delegated to the specific areas of management responsibility and a Compliance report is reviewed at each board meeting.
NHBS is currently of an insufficient size to be required by law to have a written policy on Modern Slavery. However, we take this issue along with Anti-Bribery extremely seriously. We ensure that our team are aware of the risks and warning signs and NHBS (as a small company) makes as many checks as we can, to ensure that Modern Slavery and Bribery have no place in our supply chain.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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NHBS LTD.
REGISTERED NUMBER: 01875194
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Net assets excluding pension asset
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Capital redemption reserve
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Equity attributable to owners of the parent Company
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NHBS LTD.
REGISTERED NUMBER: 01875194
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2023
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 9 to 21 form part of these financial statements.
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NHBS LTD.
REGISTERED NUMBER: 01875194
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Net assets excluding pension asset
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Capital redemption reserve
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Profit and loss account brought forward
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Profit and loss account carried forward
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NHBS LTD.
REGISTERED NUMBER: 01875194
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2023
The directors consider that the Company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 9 to 21 form part of these financial statements.
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NHBS Ltd. is a private company limited by shares, incorporated in England and Wales, registered number 01875194. The registered office is 1-6 The Stables, Ford Road, Totnes, Devon, TQ9 5LE.
2.Accounting policies
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Basis of preparation of financial statements
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The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 July 2016.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
DEFINED CONTRIBUTION PENSION PLAN
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
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 Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
GOODWILL
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of income and retained earnings over its estimated useful economic life of 4 years.
DEVELOPMENT EXPENDITURE
Development expenditure represents costs relating to an asset in development that will become comercially viable. Development expenditure is amortised on a straight line basis to the Consolidated statement of income and retained earnings over its estimated useful economic life of 10 years.
COMPUTER SOFTWARE
Computer software that will be used over the long term and is amortised on a straight line basis to the Consolidated statement of income and retained earnings over its useful economic life of 4 years.
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is 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.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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Turnover by Geographic Analysis
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Group turnover derived from markets outside the United Kingdom:
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The average monthly number of employees, including directors, during the year was 62 (2022: 59).
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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Charge for the year on owned assets
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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Long-term leasehold property
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Charge for the year on owned assets
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
6.Tangible fixed assets (continued)
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Long-term leasehold property
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Charge for the year on owned assets
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Siemensstr. 10, 53121 Bonn, Germany
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Seller of books and equipment
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Natural History Book Service Ltd.
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1-6 The Stables, Ford Road, Totnes, Devon, TQ9 5LE
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1-6 The Stables, Ford Road, Totnes, Devon, TQ9 5LE
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The aggregate of the share capital and reserves as at 30 June 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Natural History Book Service Ltd.
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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Finished goods and goods for resale
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Other taxation and social security
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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Analysis of the maturity of loans is given below:
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AMOUNTS FALLING DUE WITHIN ONE YEAR
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AMOUNTS FALLING DUE 2-5 YEARS
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Charged to profit or loss
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
12.Deferred taxation (continued)
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Charged to profit or loss
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Accelerated capital allowances
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Charged to profit or loss
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Charged to profit or loss
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NHBS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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ALLOTTED, CALLED UP AND FULLY PAID
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41,520 (2022: 41,520) Ordinary shares of £1.00 each
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The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £82,048. Contributions totalling £9,318 (2022: £7,920) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 30 June 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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