Company registration number 14481182 (England and Wales)
SHIPLEY PAINT (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023
SHIPLEY PAINT (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
E F Leijssen
(Appointed 1 March 2023)
P Smith
(Appointed 14 November 2022)
Company number
14481182
Registered office
Head Office
Otley Road
Charlestown
Baildon
West Yorkshire
BD17 7DP
Auditor
BHP LLP
New Chartford House
Centurion Way
Cleckheaton
Bradford
West Yorkshire
BD19 3QB
SHIPLEY PAINT (HOLDINGS) LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 28
SHIPLEY PAINT (HOLDINGS) LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 1 -

The directors present the strategic report for the period ended 30 November 2023.

Review of the business

Shipley Paint (Holdings) Limited was incorporated on 14 November 2022.

 

On 1 March 2023, with prior approval from HMRC, a group restructuring was undertaken such that Shipley Paint (Holdings) Limited acquired the entire share capital of Manor Coating Systems (Holdings) Limited.

 

The following figures and commentary are in comparison to Manor Coating Systems (Holdings) Limited consolidated financial statements to 30 November 2022.

 

Turnover reached a group record of £12.3m in the year to 30 November 2023, an increase of 9.5% over the prior year. This was partly attributable to the post Covid bounce back but also more aggressive approaches towards seeking and securing new business.

 

Price pressure on raw materials and packaging remained intense, driven by the continued war in Ukraine and other global events. Gross margins fell from 38.7% to 36.0% and reached the lowest level the business has experienced in modern times.

 

Despite vastly increased gas and electricity costs, operating margins improved as a result of sales volume growth coupled with improvements in productivity, lower staff numbers and significant efforts to control overhead costs. The group closed its Coventry site during 2023, following its closure of Teesside in 2022. The group now operates solely from its site in Shipley, West Yorkshire.

 

The group continued with its product rationalisation and streamlining during the year which is fundamental to future growth, cost control, regulatory compliance and improvements in productivity.

 

The group balance sheet was further strengthened via the retention of earnings.

Principal risks and uncertainties

The issue of business continuity and sustainability has been at the forefront of the minds of the directors for some time. The board was restructured with Dale Smith and Martin Smith standing down and Elizabeth Leijssen being appointed.

 

Consolidation within the chemical supply chain continued in 2023 reducing the range of supply options open to us.

 

Brexit continues to increase administration and shipping costs with any significant benefits yet to be felt. Trade between the UK and Northern Ireland is affected although the Windsor Framework may ultimately help in this regard.

 

High inflation in the UK and the resulting action on the National Minimum Wage and National Living Wage taken by the Government will further squeeze operating margins and increase overheads directly and indirectly.

 

Uncertainty regarding the impacts of the next UK general election are being felt which is exacerbated by the impending election in the USA. The UK economy teeters on recession which will limit demand by our customers for goods. We would welcome a clear, concise and consistent industrial strategy for the UK to enable us, our customers and suppliers to plan and invest.

On behalf of the board

P Smith
Director
13 May 2024
SHIPLEY PAINT (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 2 -

The directors present their annual report and financial statements for the period ended 30 November 2023.

Principal activities

The principal activity of the company is that of a holding company.

 

The principal activity of the group is the manufacture and supply of paint and related liquid coatings and investment in commercial property.

Results and dividends

The results for the period are set out on page 7.

Ordinary dividends were paid amounting to £119,200. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

E F Leijssen
(Appointed 1 March 2023)
P Smith
(Appointed 14 November 2022)
Financial instruments

All the group's sales are denominated in pounds sterling.

 

Purchases made in foreign currencies are a modest proportion of the overall costs of the business. Foreign exchange differences are taken to the profit and loss account as they arise.

 

Materials manufactured or refined outside the United Kingdom are mainly purchased through independent third party agents and distributors who carry the currency risk.

 

The group enforces credit terms through working with its customers.

Auditor

In accordance with the company's articles, a resolution proposing that BHP LLP be reappointed as auditor for the group will be put at a General Meeting

SHIPLEY PAINT (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 3 -
Statement of directors' responsibilities

The directors are responsible 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
P Smith
Director
13 May 2024
SHIPLEY PAINT (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SHIPLEY PAINT (HOLDINGS) LIMITED
- 4 -
Opinion

We have audited the financial statements of Shipley Paint (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 November 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 directors' 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's 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.

 

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 our audit:

SHIPLEY PAINT (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SHIPLEY PAINT (HOLDINGS) LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations, relevant to the company, which could give rise to a material misstatement in the financial statements. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, review of client’s operation of controls within the year, in particular manual journals, review of provisions, enquiries with management and review of legal expenses. There are inherent limitations in the audit procedures described and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

SHIPLEY PAINT (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SHIPLEY PAINT (HOLDINGS) LIMITED
- 6 -

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.

Ann Brown (Senior Statutory Auditor)
For and on behalf of BHP LLP
13 May 2024
Chartered Accountants
Statutory Auditor
New Chartford House
Centurion Way
Cleckheaton
Bradford
West Yorkshire
BD19 3QB
SHIPLEY PAINT (HOLDINGS) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 7 -
Period
ended
30 November
2023
Notes
£
Turnover
3
9,819,444
Change in stocks of finished goods and in work in progress
(128,367)
Raw materials and consumables
(6,062,123)
Staff costs
6
(1,153,510)
Depreciation and other amounts written off tangible and intangible fixed assets
4
3,612,397
Other operating expenses
(1,660,549)
Operating profit
4
4,427,292
Interest receivable and similar income
8
37,948
Profit before taxation
4,465,240
Tax on profit
9
(151,373)
Profit for the financial period
4,313,867
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
SHIPLEY PAINT (HOLDINGS) LIMITED
GROUP BALANCE SHEET
AS AT
30 NOVEMBER 2023
30 November 2023
- 8 -
2023
Notes
£
£
Fixed assets
Tangible assets
12
2,488,498
Current assets
Stocks
15
1,606,701
Debtors
16
2,515,219
Cash at bank and in hand
1,560,805
5,682,725
Creditors: amounts falling due within one year
17
(2,036,486)
Net current assets
3,646,239
Total assets less current liabilities
6,134,737
Provisions for liabilities
Deferred tax liability
18
152,070
(152,070)
Net assets
5,982,667
Capital and reserves
Called up share capital
20
1,192
Share premium account
1,786,808
Profit and loss reserves
4,194,667
Total equity
5,982,667

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 13 May 2024 and are signed on its behalf by:
13 May 2024
P Smith
Director
Company registration number 14481182 (England and Wales)
SHIPLEY PAINT (HOLDINGS) LIMITED
COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2023
30 November 2023
- 9 -
2023
Notes
£
£
Fixed assets
Investments
13
1,378,941
Current assets
Debtors
16
1
Net current assets
1
Net assets
1,378,942
Capital and reserves
Called up share capital
20
1,192
Profit and loss reserves
1,377,750
Total equity
1,378,942

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,496,950.

The financial statements were approved by the board of directors and authorised for issue on 13 May 2024 and are signed on its behalf by:
13 May 2024
P Smith
Director
Company registration number 14481182 (England and Wales)
SHIPLEY PAINT (HOLDINGS) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 14 November 2022
-
-
-
-
Period ended 30 November 2023:
Profit and total comprehensive income
-
-
4,313,867
4,313,867
Issue of share capital
20
1,192
-
0
-
1,192
Dividends
10
-
-
(119,200)
(119,200)
Other movements
-
1,786,808
-
1,786,808
Balance at 30 November 2023
1,192
1,786,808
4,194,667
5,982,667
SHIPLEY PAINT (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 14 November 2022
-
-
-
Period ended 30 November 2023:
Profit and total comprehensive income
-
1,496,950
1,496,950
Issue of share capital
20
1,192
-
1,192
Dividends
10
-
(119,200)
(119,200)
Balance at 30 November 2023
1,192
1,377,750
1,378,942
SHIPLEY PAINT (HOLDINGS) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 12 -
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
23
843,591
Investing activities
Purchase of business
(1,377,750)
Purchase of tangible fixed assets
(71,054)
Proceeds from disposal of tangible fixed assets
13,254
Interest received
37,764
Dividends received
184
Net cash used in investing activities
(1,397,602)
Financing activities
Dividends paid to equity shareholders
(119,200)
Net cash used in financing activities
(119,200)
Net (decrease)/increase in cash and cash equivalents
(673,211)
Cash and cash equivalents at beginning of period
-
Cash acquired on purchase of subsidiary
2,234,016
Cash and cash equivalents at end of period
1,560,805
SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 13 -
1
Accounting policies
Company information

Shipley Paint (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Head Office, Otley Road, Charlestown, Baildon, West Yorkshire, BD17 7DP.

 

The group consists of Shipley Paint (Holdings) Limited and all of its subsidiaries.

1.1
Reporting period

The financial statements have been prepared from the date of incorporation, being 14 November 2022, to the year end, 30 November 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Shipley Paint (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 November 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.6
Turnover

Turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers and rental income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets - goodwill

Negative goodwill arising on acquisition, representing the excess of fair value of the identifiable net assets acquired over the fair value of the consideration provided, is capitalised within fixed assets and released to the group consolidated profit and loss over the period expected to benefit, which is considered to be one year.

 

Positive goodwill is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life. It is reviewed for impairment at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

 

If a subsidiary, associate or business is subsequently sold or closed, any goodwill arising on acquisition that was written off directly to reserves or that has not been amortised through the profit and loss account is taken into account in determining the profit or loss on sale or closure.

 

Amortisation

Amortisation is provided on intangible fixed assets so as to write off the cost, less any estimated residual value, over their expected useful economic life.

 

Goodwill is written off on a straight line basis over 2 years.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold property
Straight line over 10 & 15 years
Plant and equipment
Straight line over 10 & 15 years
Fixtures and fittings
Straight line over 4, 10 & 15 years
Motor vehicles
Straight line over 4 years

Freehold property is included in the balance sheet at its fair value.

 

Although this accounting policy is in accordance with the applicable accounting standard, FRS 102 "The Financial Reporting Standard," it is a departure from the general requirement of the Companies Act 2006 for all tangible fixed assets to be depreciated.

 

The accounting policy adopted is necessary for the financial statements to give a true and fair view. Depreciation or amortisation is only one of many factors reflected in the annual valuation and the amount of this which might otherwise have been charged cannot be separately identified or quantified.

 

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.20

Freehold properties

Certain of the group's properties are utilised by other trading companies within the group.

SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 20 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are 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 considered to be 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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provisions

It is necessary to consider the recoverability of the cost of stock and associated provisioning required. When calculating the stock provision, management considers the useage and saleability of stock items.

3
Turnover and other revenue
2023
£
Turnover analysed by class of business
Sales
9,819,444
2023
£
Turnover analysed by geographical market
UK
9,678,288
Overseas
141,156
9,819,444
2023
£
Other revenue
Interest income
37,764
Dividends received
184
4
Operating profit
2023
£
Operating profit for the period is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
163,026
Loss on disposal of tangible fixed assets
4,001
Amortisation of intangible assets
(3,779,424)
Operating lease charges
47,832
SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 21 -
5
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
1,275
Audit of the financial statements of the company's subsidiaries
27,440
28,715
For other services
Taxation compliance services
10,945
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2023
Number
Number
60
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
848,767
-
0
Social security costs
188,281
-
Pension costs
116,462
-
0
1,153,510
-
0
7
Directors' remuneration
2023
£
Remuneration for qualifying services
141,059
Company pension contributions to defined contribution schemes
23,379
164,438
SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 22 -
8
Interest receivable and similar income
2023
£
Interest income
Interest on bank deposits
37,764
Other income from investments
Dividends received
184
Total income
37,948
9
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
194,490
Deferred tax
Origination and reversal of timing differences
(43,117)
Total tax charge
151,373

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2023
£
Profit before taxation
4,465,240
Expected tax charge based on the standard rate of corporation tax in the UK of 23.01%
1,027,490
Tax effect of expenses that are not deductible in determining taxable profit
(7,654)
Effect of change in corporation tax rate
(3,430)
Amortisation on assets not qualifying for tax allowances
(869,678)
Other permanent differences
4,645
Taxation charge
151,373
10
Dividends
2023
Recognised as distributions to equity holders:
£
Final paid
119,200
SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 23 -
11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 14 November 2022
-
0
-
0
-
0
Additions - business combinations
140,308
(3,779,424)
(3,639,116)
At 30 November 2023
140,308
(3,779,424)
(3,639,116)
Amortisation and impairment
At 14 November 2022
-
0
-
0
-
0
Amortisation charged for the period
-
0
(3,779,424)
(3,779,424)
Additions - business combinations
140,308
-
0
140,308
At 30 November 2023
140,308
(3,779,424)
(3,639,116)
Carrying amount
At 30 November 2023
-
0
-
0
-
0
The company had no intangible fixed assets at 30 November 2023.
12
Tangible fixed assets
Group
Freehold property
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 14 November 2022
-
0
-
0
-
0
-
0
-
0
Additions
-
0
63,801
7,253
-
0
71,054
Additions - business combinations
1,453,274
2,499,247
809,784
287,928
5,050,233
Disposals
-
0
(41,646)
(56,111)
(49,536)
(147,293)
At 30 November 2023
1,453,274
2,521,402
760,926
238,392
4,973,994
Depreciation and impairment
At 14 November 2022
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
-
0
94,869
21,921
46,236
163,026
Additions - business combinations
-
0
1,497,883
735,443
219,182
2,452,508
Eliminated in respect of disposals
-
0
(38,319)
(42,183)
(49,536)
(130,038)
At 30 November 2023
-
0
1,554,433
715,181
215,882
2,485,496
Carrying amount
At 30 November 2023
1,453,274
966,969
45,745
22,510
2,488,498
The company had no tangible fixed assets at 30 November 2023.
SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 24 -
13
Fixed asset investments
Group
Company
2023
2023
Notes
£
£
Investments in subsidiaries
14
-
0
1,378,941
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 14 November 2022
-
Additions
1,378,941
At 30 November 2023
1,378,941
Carrying amount
At 30 November 2023
1,378,941
14
Subsidiaries

Details of the company's subsidiaries at 30 November 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
John Hargreaves & Son (Bradford) Limited
Otley Road, Charlestown, Shipley, BD17 7DP
Ordinary shares
-
100.00
Manor Coating Systems (Holdings) Limited
Otley Road, Charlestown, Shipley, BD17 7DP
Ordinary shares
100.00
-
Manor Coating Systems (Properties) Limited
Otley Road, Charlestown, Shipley, BD17 7DP
Ordinary shares
-
100.00
Manor Coating Systems Limited
Otley Road, Charlestown, Shipley, BD17 7DP
Ordinary shares
-
100.00
Manor Paint Ltd
Otley Road, Charlestown, Shipley, BD17 7DP
Ordinary shares
-
100.00
Manor Paint Shop Ltd
Otley Road, Charlestown, Shipley, BD17 7DP
Ordinary shares
-
100.00
Paintfire Limited
Otley Road, Charlestown, Shipley, BD17 7DP
Ordinary shares
-
100.00
Shipley Paint Limited
Otley Road, Charlestown, Shipley, BD17 7DP
Ordinary shares
-
100.00
The Paint Place Limited
Otley Road, Charlestown, Shipley, BD17 7DP
Ordinary shares
-
100.00
15
Stocks
Group
Company
2023
2023
£
£
Raw materials and consumables
1,016,572
-
Finished goods and goods for resale
590,129
-
0
1,606,701
-
SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 25 -
16
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
2,284,631
-
0
Other debtors
7,940
1
Prepayments and accrued income
222,648
-
0
2,515,219
1
17
Creditors: amounts falling due within one year
Group
Company
2023
2023
£
£
Trade creditors
1,228,223
-
0
Corporation tax payable
194,491
-
0
Other taxation and social security
232,228
-
Other creditors
57,871
-
0
Accruals and deferred income
323,673
-
0
2,036,486
-
0
18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2023
Group
£
Accelerated capital allowances
228,721
Short term timing differences
(76,651)
152,070
The company has no deferred tax assets or liabilities.
SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
18
Deferred taxation
(Continued)
- 26 -
Group
Company
2023
2023
Movements in the period:
£
£
Asset at 14 November 2022
-
-
Credit to profit or loss
(43,117)
-
Transfer on acquisition
195,187
-
Liability at 30 November 2023
152,070
-

Of the deferred tax liability set out above, £37,000 is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature in the same period.

19
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
116,462

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
1,192
1,192

Each share is entitled to one vote in any circumstance. Dividends are paid in proportion to shareholdings.

SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 27 -
21
Acquisition of a business

On 1 March 2023 the group acquired 100% of the issued capital of Manor Coating Systems (Holdings) Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
2,557,274
-
2,557,274
Investments
4
-
4
Inventories
1,948,000
-
1,948,000
Trade and other receivables
2,315,257
-
2,315,257
Cash and cash equivalents
2,234,016
-
2,234,016
Trade and other payables
(1,914,190)
-
(1,914,190)
Deferred tax
(195,187)
-
(195,187)
Total identifiable net assets
6,945,174
-
6,945,174
Goodwill
(3,779,424)
Total consideration
3,165,750
The consideration was satisfied by:
£
Cash
1,377,750
Issue of shares
1,192
Merger reserve premium
1,786,808
3,165,750
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
9,819,444
Profit after tax
534,443
SHIPLEY PAINT (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023
- 28 -
22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2023
£
£
Within one year
54,654
-
Between two and five years
93,860
-
148,514
-
23
Cash generated from/(absorbed by) group operations
2023
£
Profit for the period after tax
4,313,867
Adjustments for:
Taxation charged
151,373
Investment income
(37,948)
Loss on disposal of tangible fixed assets
4,001
Amortisation and impairment of intangible assets
(3,779,424)
Depreciation and impairment of tangible fixed assets
163,026
Movements in working capital:
Decrease in stocks
341,299
Increase in debtors
(199,962)
Decrease in creditors
(112,641)
Cash generated from/(absorbed by) operations
843,591
24
Analysis of changes in net funds - group
14 November 2022
Cash flows
30 November 2023
£
£
£
Cash at bank and in hand
-
1,560,805
1,560,805
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