REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD 1 APRIL 2022 TO 28 FEBRUARY 2023 |
FOR |
AOI HOLDINGS LTD |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD 1 APRIL 2022 TO 28 FEBRUARY 2023 |
FOR |
AOI HOLDINGS LTD |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
CONTENTS OF THE FINANCIAL STATEMENTS |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Director | 3 |
Report of the Independent Auditors | 4 |
Income Statement | 7 |
Other Comprehensive Income | 8 |
Statement of Financial Position | 9 |
Statement of Changes in Equity | 10 |
Statement of Cash Flows | 11 |
Notes to the Statement of Cash Flows | 12 |
Notes to the Financial Statements | 13 |
AOI HOLDINGS LTD |
COMPANY INFORMATION |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & Statutory Auditors |
1 Kings Avenue |
London |
N21 3NA |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
STRATEGIC REPORT |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
The director presents his strategic report for the period 1 April 2022 to 28 February 2023. |
ON BEHALF OF THE BOARD: |
15 March 2024 |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
REPORT OF THE DIRECTOR |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
The director presents his report with the financial statements of the company for the period 1 April 2022 to 28 February 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the period under review was that of a holding company. |
DIVIDENDS |
An interim dividend of £ |
The total distribution of dividends for the period ended 28 February 2023 will be £ |
DIRECTOR |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements 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 company will continue in business. |
The director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, AGK Partners, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
AOI HOLDINGS LTD |
Opinion |
We have audited the financial statements of AOI Holdings Ltd (the 'company') for the period ended 28 February 2023 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of 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 company's affairs as at 28 February 2023 and of its loss for the period 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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. 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 the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
AOI HOLDINGS LTD |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognize non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with directors and other |
management, and from our commercial knowledge and experience of the industry; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of |
management and inspecting legal correspondence; and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
- investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- reading the minutes of meetings of those charged with governance; |
- enquiring of management as to actual and potential litigation and claims; and |
- reviewing correspondence with HMRC, relevant regulators, and the company's legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Other matters which we are required to address |
As disclosed in note 14 to the financial statements, the corresponding comparative figures to these financial statements were unaudited. Our opinion is not modified with respect to this matter. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
AOI HOLDINGS LTD |
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 a Report of the Auditors 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 |
Chartered Accountants & Statutory Auditors |
1 Kings Avenue |
London |
N21 3NA |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
INCOME STATEMENT |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
Period |
1.4.22 |
to | Year Ended |
28.2.23 | 31.3.22 |
(Unaudited) |
Notes | £ | £ |
REVENUE |
Administrative expenses |
OPERATING LOSS | 4 | ( |
) | ( |
) |
Income from shares in group undertakings |
(LOSS)/PROFIT BEFORE TAXATION | ( |
) |
Tax on (loss)/profit | 5 |
(LOSS)/PROFIT FOR THE FINANCIAL PERIOD |
( |
) |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
OTHER COMPREHENSIVE INCOME |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
Period |
1.4.22 |
to | Year Ended |
28.2.23 | 31.3.22 |
(Unaudited) |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE PERIOD | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
STATEMENT OF FINANCIAL POSITION |
28 FEBRUARY 2023 |
2023 | 2022 |
(Unaudited) |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 7 |
Investment property | 8 |
CURRENT ASSETS |
Debtors | 9 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 10 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CAPITAL AND RESERVES |
Called up share capital | 11 |
Retained earnings | 12 | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
The financial statements were approved by the director and authorised for issue on |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
STATEMENT OF CHANGES IN EQUITY |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2021 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 28 February 2023 | ( |
) | ( |
) |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
STATEMENT OF CASH FLOWS |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
Period |
1.4.22 |
to | Year Ended |
28.2.23 | 31.3.22 |
(Unaudited) |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) |
Net cash from operating activities | ( |
) |
Cash flows from investing activities |
Dividends received |
Net cash from investing activities |
Cash flows from financing activities |
Amount withdrawn by directors | 2,206 | - |
Share issue |
Equity dividends paid | ( |
) | ( |
) |
Net cash from financing activities | ( |
) | ( |
) |
Decrease in cash and cash equivalents | ( |
) | ( |
) |
Cash and cash equivalents at beginning of period |
2 |
5,973 |
Cash and cash equivalents at end of period |
2 |
207 |
380 |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
NOTES TO THE STATEMENT OF CASH FLOWS |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
1.4.22 |
to | Year Ended |
28.2.23 | 31.3.22 |
(Unaudited) |
£ | £ |
(Loss)/profit before taxation | ( |
) |
Loss on disposal of fixed assets |
Finance income | - | (170,000 | ) |
(2,863 | ) | (3,240 | ) |
Increase/(decrease) in trade and other creditors | ( |
) |
Cash generated from operations | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Period ended 28 February 2023 |
28.2.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 207 | 380 |
Year ended 31 March 2022 |
31.3.22 | 1.4.21 |
(Unaudited) |
£ | £ |
Cash and cash equivalents | 380 | 5,973 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.4.22 | Cash flow | At 28.2.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 380 | (173 | ) | 207 |
380 | ( |
) | 207 |
Total | 380 | (173 | ) | 207 |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
NOTES TO THE FINANCIAL STATEMENTS |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
1. | STATUTORY INFORMATION |
AOI Holdings Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared on a going concern basis as the directors are satisfied that the company will have adequate resources to meet its liabilities to third parties as they fall due. |
The accounts cover the 11 month period from 1st April 2022 to 28th February 2023. The accounting reference date was shortened in order to align the year ends of the group entities. For this reason the comparative figures may not be entirely comparable. |
Preparation of consolidated financial statements |
The financial statements contain information about AOI Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
Significant judgements and estimates |
In the application of the company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period or in the period of the revision and future periods where the revision affects both current and future periods. |
There are no significant judgements or estimates involved in the preparation of the financial statements. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost less any impairment. |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all material timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Cash and cash equivalents |
Cash and cash equivalents in the statement of financial position comprise cash at banks and in hand, short term deposits with an original maturity date of one month. Cash equivalents are defined as short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. |
Financial instruments |
Basic financial instruments are recognised at amortised cost, except for investments in non-convertible preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in profit or loss. |
Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes recognised in profit and loss |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the period ended 28 February 2023 nor for the year ended 31 March 2022. |
The average number of employees during the period was NIL (2022 - NIL). |
Period |
1.4.22 |
to | Year Ended |
28.2.23 | 31.3.22 |
(Unaudited) |
£ | £ |
Director's remuneration |
4. | OPERATING LOSS |
The operating loss is stated after charging: |
Period |
1.4.22 |
to | Year Ended |
28.2.23 | 31.3.22 |
(Unaudited) |
£ | £ |
Loss on disposal of fixed assets |
5. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the period ended 28 February 2023 nor for the year ended 31 March 2022. |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
6. | DIVIDENDS |
Period |
1.4.22 |
to | Year Ended |
28.2.23 | 31.3.22 |
(Unaudited) |
£ | £ |
Ordinary shares of 1 each |
Interim |
7. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 April 2022 |
and 28 February 2023 |
NET BOOK VALUE |
At 28 February 2023 |
At 31 March 2022 |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Registered office: 6 Water End Barns New Water End, Eversholt, Bedfordshire, MK17 9EA. |
Nature of business: |
% |
Class of shares: | holding |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: 6 Water End Barns New Water End, Eversholt, Bedfordshire, United Kingdom, MK17 9EA |
Nature of business: |
% |
Class of shares: | holding |
£ | £ |
Aggregate capital and reserves |
Loss for the year | ( |
) | ( |
) |
8. | INVESTMENT PROPERTY |
Total |
£ |
FAIR VALUE |
At 1 April 2022 |
and 28 February 2023 |
NET BOOK VALUE |
At 28 February 2023 |
At 31 March 2022 |
AOI HOLDINGS LTD (REGISTERED NUMBER: 11874270) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Period 1 APRIL 2022 TO 28 FEBRUARY 2023 |
8. | INVESTMENT PROPERTY - continued |
Included in fair value of investment property is freehold land of £ 350,000 (2022 - £ 350,000 ) which is not depreciated. |
9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
(Unaudited) |
£ | £ |
Amounts owed by group undertakings |
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
(Unaudited) |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Other creditors |
Directors' current accounts | 2,206 | - |
Accrued expenses |
11. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | 1 | 102 | 102 |
12. | RESERVES |
Retained |
earnings |
£ |
At 1 April 2022 |
Deficit for the period | ( |
) |
Dividends | ( |
) |
At 28 February 2023 | ( |
) |
13. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Included in the other creditors due within year is an amount of £8,477 (2022: £8,477) due to the connected companies with common directorship and shareholdings. |
14. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is |
15. | COMPARATIVES |
The comparative figures in the financial statements are unaudited |