Company registration number 09765528 (England and Wales)
GARDX HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
GARDX HOLDINGS LTD
COMPANY INFORMATION
Directors
Mr V A Coutin
Mr V L Coutin
(Appointed 11 April 2023)
Mr S Tyre
(Appointed 11 April 2023)
Company number
09765528
Registered office
Lake House
2 Port Way
Port Solent
Portsmouth
PO6 4TY
Auditor
Sumer Audit
Amelia House
Crescent Road
Worthing
West Sussex
BN11 1RL
GARDX HOLDINGS LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
GARDX HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 1 -

The directors present the strategic report for the year ended 31 May 2023.

Review of the business

The group operates within the automotive industry providing a diverse range of products which are sold business to business. Our primary focus is vehicle protection products and digital marketing solutions.

 

The directors are pleased to report the increase in turnover for the year which has been the main area of focus for the group during the year. We acknowledge that the group has made a loss in the current year, however, this is largely due to planned increases in operational costs to support the development of longer-term growth strategies.

 

To provide context to the financial results of the group. one must also consider the performance, and profit made, in the same reporting period of Gardx’s insurance company Gardx Assure Ltd. All resources and costs are shared across both Gardx International Limited and Gardx Assure Limited. For this reason, since the year end, Gardx Assure has been brought into the Holdings group structure enabling a more meaningful statement of the Gardx Group performance to be produced.

Principal risks and uncertainties

The group operates in an extremely competitive environment with a number of competitors offering vehicle protection products. By developing our existing vehicle protection range, investing in our world-class technology solutions and having a collaborative and growth-focused approach with our partners, the directors believe that this differentiates us from our competitors.

 

Economic uncertainty and the cost of living crisis, have contributed to uncertainty in the Automotive industry posing a risk to the volumes of car sales. The directors believe that the business' market-leading approach to working with and providing technology solutions to our customers will maximise the sales opportunities and allow us to offset this risk.

 

The group is exposed to fluctuations in global currencies, particularly movements in the pound Sterling against the US Dollar and the Euro. In the current financial year, the group has not used forward currency contracts, however, since the year end the company now have a hedging facility in place to mitigate any future risk.

Key performance indicators

The directors have been focused on investing in future growth engines whilst transforming core business operations. Currently, the most important KPI for the business is its turnover growth.

 

Turnover for the year was £15,145,440 (2022: £13,848,626), an increase of 9.4%.

On behalf of the board

Mr V A Coutin
Director
6 August 2024
GARDX HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 May 2023.

Principal activities

The principal activity of the company continued to be that of a holding company for the group which operates within the automotive industry, focused on providing a diverse range of vehicle protection products and digital marketing solutions.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £500,000 The directors do not recommend payment of a further dividend.

Directors

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

Mr V A Coutin
Mr V L Coutin
(Appointed 11 April 2023)
Mr S Tyre
(Appointed 11 April 2023)
Financial instruments
Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the board.

Future developments

The directors believe that there are no future developments that require disclosure.

Auditor

Carpenter Box were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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.

GARDX HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 3 -
On behalf of the board
Mr V A Coutin
Director
6 August 2024
GARDX HOLDINGS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2023
- 4 -

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.

GARDX HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GARDX HOLDINGS LTD
- 5 -
Opinion

We have audited the financial statements of Gardx Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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:

GARDX HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GARDX HOLDINGS LTD
- 6 -
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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

 

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health and safety, employment law and compliance with the UK Companies Act.

GARDX HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GARDX HOLDINGS LTD
- 7 -

In addition to the above, our procedures to respond to risks identified included the following:

 

 

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to

recognise the non-compliance.

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Reeves ACA FCCA (Senior Statutory Auditor)
For and on behalf of Sumer Audit
6 August 2024
Chartered Accountants
Statutory Auditor
Worthing
Sumer Audit is the trading name of Sumer Auditco Limited
GARDX HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2023
- 8 -
2023
2022
Notes
£
£
Revenue
3
15,145,440
13,848,626
Cost of sales
(10,052,625)
(9,114,741)
Gross profit
5,092,815
4,733,885
Administrative expenses
(6,682,285)
(5,002,236)
Other operating income
98,278
9,175
Operating loss
4
(1,491,192)
(259,176)
Investment income
19,964
-
0
Finance costs
8
(142,146)
(92,397)
Other gains and losses
9
(20,000)
-
Loss before taxation
(1,633,374)
(351,573)
Tax on loss
10
254,121
103,778
Loss for the financial year
(1,379,253)
(247,795)
Loss for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.
GARDX HOLDINGS LTD
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 MAY 2023
31 May 2023
- 9 -
2023
2022
Notes
£
£
£
£
Non-current assets
Intangible assets
13
527,615
351,682
Property, plant and equipment
14
723,665
677,373
Investment properties
15
395,000
395,000
Investments
16
189,683
65,183
1,835,963
1,489,238
Current assets
Inventories
18
1,813,613
1,580,405
Trade and other receivables
19
8,742,319
8,693,296
Cash and cash equivalents
71,767
1,340,937
10,627,699
11,614,638
Current liabilities
20
(8,524,577)
(7,516,684)
Net current assets
2,103,122
4,097,954
Total assets less current liabilities
3,939,085
5,587,192
Non-current liabilities
21
(1,437,752)
(2,087,433)
Provisions for liabilities
Provisions
23
2,187,658
1,324,410
Deferred tax liability
24
91,100
73,521
(2,278,758)
(1,397,931)
Net assets
222,575
2,101,828
Equity
Called up share capital
26
300
300
Retained earnings
222,275
2,101,528
Total equity
222,575
2,101,828
The financial statements were approved by the board of directors and authorised for issue on
6 August 2024
06 August 2024
and are signed on its behalf by:
Mr V A Coutin
Director
GARDX HOLDINGS LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT
31 MAY 2023
31 May 2023
- 10 -
2023
2022
Notes
£
£
£
£
Non-current assets
Investments
16
200
200
Current assets
Cash and cash equivalents
100
100
Net current assets
100
100
Net assets
300
300
Equity
Called up share capital
26
300
300

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £500,000 (2022 - £0 profit).

The financial statements were approved by the board of directors and authorised for issue on
6 August 2024
06 August 2024
and are signed on its behalf by:
Mr V A Coutin
Director
Company registration number 09765528 (England and Wales)
GARDX HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023
- 11 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 June 2021
300
2,349,323
2,349,623
Year ended 31 May 2022:
Loss and total comprehensive income
-
(247,795)
(247,795)
Balance at 31 May 2022
300
2,101,528
2,101,828
Year ended 31 May 2023:
Loss and total comprehensive income
-
(1,379,253)
(1,379,253)
Dividends
11
-
(500,000)
(500,000)
Balance at 31 May 2023
300
222,275
222,575
GARDX HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023
- 12 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 June 2021
300
-
0
300
Year ended 31 May 2022:
Profit and total comprehensive income for the year
-
-
-
0
Balance at 31 May 2022
300
-
0
300
Year ended 31 May 2023:
Profit and total comprehensive income
-
500,000
500,000
Dividends
11
-
(500,000)
(500,000)
Balance at 31 May 2023
300
-
0
300
GARDX HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
34
(238,214)
(19,813)
Interest paid
(142,146)
(92,397)
Income taxes (paid)/refunded
(456)
170,135
Net cash (outflow)/inflow from operating activities
(380,816)
57,925
Investing activities
Purchase of intangible assets
(324,381)
(27,000)
Purchase of property, plant and equipment
(122,560)
(110,105)
Purchase of investments
(144,500)
-
Receipts arising from loans made
233,273
-
Interest received
19,964
-
0
Net cash used in investing activities
(338,204)
(137,105)
Financing activities
Repayment of borrowings
(514,014)
(479,845)
Repayment of bank loans
(33,842)
(34,742)
Payment of finance leases obligations
-
(3,461)
Net cash used in financing activities
(547,856)
(518,048)
Net decrease in cash and cash equivalents
(1,266,876)
(597,228)
Cash and cash equivalents at beginning of year
1,338,643
1,935,871
Cash and cash equivalents at end of year
71,767
1,338,643
Relating to:
Cash at bank and in hand
71,767
1,340,937
Bank overdrafts included in creditors payable within one year
-
(2,294)
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
- 14 -
1
Accounting policies
Company information

Gardx Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Lake House, 2 Port Way, Port Solent, Portsmouth, PO6 4TY.

1.1
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 £1.

The financial statements have been prepared under the historical cost convention, modified to include investment properties 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:

 

1.2
Basis of consolidation

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 consolidated financial statements incorporate those of Gardx Holdings Ltd and its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

 

All financial statements are made up to 31 May 2023. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

1.3
Going concern

To provide context to the financial results of the group, one must also consider the performance, and profit made, in the same reporting period of Gardx’s insurance company Gardx Assure Ltd. All resources and costs are shared across both Gardx International Limited and Gardx Assure Limited. For this reason, since the year end, Gardx Assure has been brought into the Holdings group structure enabling a more meaningful statement of the Gardx Group performance to be produced. Gardx International Ltd incurred a large loss for the year and reduction in working capital due to some market constraints as well as significant planned investments for future growth. The directors closely monitor business performance and cash flow and since the period end have made a number of changes to reduce costs. Since the period end the company has also secured an invoice financing facility of £1.5m as part of the directors plans to stabilise the business and return to profitability and the directors are therefore confident there are no material uncertainties relating to going concern.

GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 15 -

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the company’s principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

1.4
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates

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.

Revenue from contracts for the rendering of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

Trademark
10 year straight line per annum
Website
10 year straight line per annum, once website live
1.6
Property, plant and equipment

Property, plant and equipment 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 land and buildings
2% straight line
Leasehold improvements
10% straight line
Fixtures and fittings
15% diminishing balance
Computers
33% straight line
Motor vehicles
20% diminishing balance

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 income statement.

GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 16 -
1.7
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.8
Non-current investments

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

1.9
Impairment of non-current 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).

1.10
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
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.

 

The group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities including trade and other accounts receivable and payable, loans from banks and loans from related parties.

 

Debt instruments including loans and other accounts receivable and payable are initially measured at transaction price and subsequently at amortised cost using the effective interest method; Debt instruments that are payable or receivable within one year are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

 

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity. Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

1.13
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.

1.14
Taxation

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

GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 17 -
Current tax

The tax currently payable is based on taxable profit for the year.

Deferred tax

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. Any deferred tax balance is not discounted.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

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.

GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 18 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Recoverability of intercompany and connected company debtors

The directors carried out a review of the amounts that they consider will be recoverable in respect of debts due from fellow group undertakings and connected companies. Unless the directors considered that there was a strong likelihood that the debts would be recovered from the related parties (either in part of in full), provision has been made for the amounts due.

Car maintenance & tyre and wheel alloy plans

Included within the sale of goods in revenue is the sale of Car Maintenance Plans (CMP) and Tyre and Wheel alloy plans. These are a product that are sold to third-party main dealers who then provide this service to the retail customers. Amounts expected to be incurred for future liabilities and warranty claims are included in provisions.

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.

Investment property

The directors believe that the fair value of the investment property in the financial statements is £395,000 (2022: £395,000). This valuation is based on a professional valuation undertaken on 10 February 2022, taking into account any movements in property values in the local area since the last valuation date.

CMP provision

The provision for the CMP repair fund costs has been based on actual costs incurred so far on maintenance plans that have been sold to date taking into account expected future patterns of behavior and the professional estimation provided by Lloyds underwriters. The amount included in provisions in relation to the CMP repair fund is £2,187,658 (2022: £1,324,410).

3
Revenue
2023
2022
£
£
Revenue analysed by class of business
Sale of goods
15,145,440
13,848,626
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
3
Revenue
(Continued)
- 19 -
2023
2022
£
£
Revenue analysed by geographical market
United Kingdom
12,407,876
11,869,521
Europe
590,596
228,493
South America
1,000,085
512,991
Middle East
478,763
587,775
Australia and New Zealand
614,832
386,422
Rest of World
53,288
263,424
15,145,440
13,848,626
2023
2022
£
£
Other revenue
Interest income
19,964
-
Grants received
-
9,175
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
32,314
(47,055)
Government grants
-
(9,175)
Depreciation of owned property, plant and equipment
76,268
55,195
Amortisation of intangible assets
148,448
147,553
Operating lease charges
157,556
26,058
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,000
5,000
Audit of the financial statements of the company's subsidiaries
49,802
27,450
55,802
32,450
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 20 -
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors
1
1
1
1
Administrative staff
78
66
-
-
Total
79
67
1
1

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
1,477,468
1,058,003
-
0
-
0
Social security costs
163,815
134,887
-
-
Pension costs
31,363
25,429
-
0
-
0
1,672,646
1,218,319
-
0
-
0
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
47,500
29,038
The number of directors for whom retirement benefits are accruing under defined contribution schemes
amounted to 3 (2022 - 2).
8
Finance costs
2023
2022
£
£
Interest on bank overdrafts and loans
50,618
15,936
Interest on finance leases and hire purchase contracts
185
341
Other interest
91,343
76,120
Total finance costs
142,146
92,397
9
Other gains and losses
2023
2022
Note
£
£
Other gains and losses
12
(20,000)
-
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 21 -
10
Taxation
2023
2022
£
£
Deferred tax
Origination and reversal of timing differences
(254,121)
(107,178)
Changes in tax rates
-
0
3,400
Total deferred tax
(254,121)
(103,778)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(1,633,374)
(351,573)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(310,341)
(66,799)
Tax effect of expenses that are not deductible in determining taxable profit
9,606
(1,723)
Effect of change in corporation tax rate
-
(20,400)
Depreciation on assets not qualifying for tax allowances
4,434
4,362
Amortisation on assets not qualifying for tax allowances
19,513
-
0
Deferred tax adjustments in respect of prior years
113,479
(7,878)
Other timing differences
(771)
503
Enhanced capital allowances
(2,846)
(6,277)
Tax effect of unadjusted items
(88,200)
(5,566)
Other differences
1,005
-
0
Taxation credit
(254,121)
(103,778)

From 1 April 2023 the corporation rate increased to 25% on taxable profits over £250,000. Taxable profits less than £50,000 have been taxed at 19% with a marginal rate applied for profits between these amounts.

11
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
500,000
-
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 22 -
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Fixed asset investments
16
20,000
-
Recognised in:
Other gains and losses
20,000
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

13
Intangible fixed assets
Group
Trademark
Website
Total
£
£
£
Cost
At 1 June 2022
1,027,000
-
0
1,027,000
Additions
54,492
269,889
324,381
At 31 May 2023
1,081,492
269,889
1,351,381
Amortisation and impairment
At 1 June 2022
675,318
-
0
675,318
Amortisation charged for the year
148,448
-
0
148,448
At 31 May 2023
823,766
-
0
823,766
Carrying amount
At 31 May 2023
257,726
269,889
527,615
At 31 May 2022
351,682
-
0
351,682
The company had no intangible fixed assets at 31 May 2023 or 31 May 2022.
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 23 -
14
Property, plant and equipment
Group
Freehold land and buildings
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 June 2022
516,069
126,372
52,574
113,684
78,387
887,086
Additions
-
0
-
0
58,321
37,239
27,000
122,560
At 31 May 2023
516,069
126,372
110,895
150,923
105,387
1,009,646
Depreciation and impairment
At 1 June 2022
63,784
43,178
27,257
59,348
16,146
209,713
Depreciation charged in the year
10,321
13,016
13,223
23,131
16,577
76,268
At 31 May 2023
74,105
56,194
40,480
82,479
32,723
285,981
Carrying amount
At 31 May 2023
441,964
70,178
70,415
68,444
72,664
723,665
At 31 May 2022
452,285
83,194
25,317
54,336
62,241
677,373
The company had no property, plant and equipment at 31 May 2023 or 31 May 2022.
15
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 June 2022 and 31 May 2023
395,000
-

The fair value of the investment property has been valued by the directors at the year end, with reference to the valuation carried out at 10 February 2022 by Vail Williams LLP and open market values by reference to market evidence of transaction prices for similar properties.

16
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
17
-
0
-
0
200
200
Unlisted investments
189,683
65,183
-
0
-
0
189,683
65,183
200
200
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
16
Fixed asset investments
(Continued)
- 24 -
Movements in non-current investments
Group
Investments
£
Cost or valuation
At 1 June 2022
65,183
Additions
144,500
At 31 May 2023
209,683
Impairment
At 1 June 2022
-
Impairment losses
20,000
At 31 May 2023
20,000
Carrying amount
At 31 May 2023
189,683
At 31 May 2022
65,183
Movements in non-current investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2022 and 31 May 2023
200
Carrying amount
At 31 May 2023
200
At 31 May 2022
200
17
Subsidiaries

Details of the company's subsidiaries at 31 May 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Gardx International Limited
Lake House, 2 Port Way, Port Solent, PO6 4TY
Ordinary
100.00
Gardx Protection Limited
Lake House, 2 Port Way, Port Solent, PO6 4TY
Ordinary
100.00
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 25 -
18
Inventories
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
1,813,613
1,580,405
-
0
-
0
19
Trade and other receivables
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade receivables
3,772,243
3,381,541
-
0
-
0
Corporation tax recoverable
491,570
549,089
-
0
-
0
Other receivables
3,675,479
4,389,752
-
0
-
0
Prepayments and accrued income
367,827
209,414
-
0
-
0
8,307,119
8,529,796
-
-
Amounts falling due after more than one year:
Amount owed by related parties
44,000
44,000
-
0
-
0
Deferred tax asset (note 24)
391,200
119,500
-
0
-
0
435,200
163,500
-
-
Total debtors
8,742,319
8,693,296
-
-

Included in other debtors are the following non-trading loans:

 

The group has made a loan of £513,566 (2022 - £513,566) to a company controlled by a former director in order to purchase an inventory of stock that will support growth. There are no repayment terms, however the group is entitled to a share of profit in lieu of interest. Based on current trading performance, the directors anticipate that the loan will be repaid within 2 years. A further interest free balance of £93,338 (2022 - £93,338) is due from the director of this related party and it is anticipated that this will be repaid imminently. As these loans are outside of normal commercial terms, they are included in these accounts as repayable on demand and as such, have not been discounted.

 

Included in other debtors is a loan of £237,480 (2022: £237,480) to a significant customer of the group. In addition to this loan, the same customer owes the group £576,817 (2022: £1,094,839) in respect of trade debts. There is not an agreement in place in respect of interest charges or repayment terms for whether the loan or the trade debts, however, the directors of Gardx International have influence over the management of the customer's business and confirm the customer has recently won a major contract which will provide the liquid resources to repay these debts. Since the year end, the above company has become a connected company.

GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 26 -
20
Current liabilities
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
11,687
19,846
-
0
-
0
Other borrowings
22
521,648
413,958
-
0
-
0
Trade payables
3,731,064
3,074,658
-
0
-
0
Corporation tax payable
422,405
480,380
-
0
-
0
Other taxation and social security
136,547
440,176
-
-
Other payables
2,504,379
1,234,878
-
0
-
0
Accruals and deferred income
1,196,847
1,852,788
-
0
-
0
8,524,577
7,516,684
-
-
21
Non-current liabilities
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
530,209
558,186
-
0
-
0
Other borrowings
22
907,543
1,529,247
-
0
-
0
1,437,752
2,087,433
-
-
Amounts included above which fall due after five years are as follows:
Payable by instalments
476,169
504,927
-
-
22
Borrowings
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
541,896
575,738
-
0
-
0
Bank overdrafts
-
0
2,294
-
0
-
0
Other loans
1,429,191
1,943,205
-
0
-
0
1,971,087
2,521,237
-
-
Payable within one year
533,335
433,804
-
0
-
0
Payable after one year
1,437,752
2,087,433
-
0
-
0

The security takes the form of a mortgage and a fixed and floating charge over the assets of the the relevant subsidiary company.

GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
22
Borrowings
(Continued)
- 27 -

The relevant subsidiary company has two bank loans payable at 2.33% and 3.09% over base rate. The bank loans are repayable over 240 months and 180 months respectively. In addition it has a fixed rate loan repayable over 60 months at a rate of 4.9%.

 

Both bank loans have been repaid post year end, as the properties they were secured over have been sold and the loans repaid.

 

Other loans are in relation to COVID-19 bounce back loans.

23
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Car Maintenance Plans and Tyre & Wheel Alloy Plan costs
2,187,658
1,324,410
-
-
Movements on provisions:
Car Maintenance Plans and Tyre & Wheel Alloy Plan costs
Group
£
At 1 June 2022
1,324,410
Additional provisions in the year
1,191,840
Reversal of provision
(328,592)
At 31 May 2023
2,187,658
24
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
52,100
34,500
-
-
Tax losses
-
-
390,500
118,700
Retirement benefit obligations
-
-
700
800
Investment property
39,000
39,021
-
-
91,100
73,521
391,200
119,500
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
24
Deferred taxation
(Continued)
- 28 -
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 June 2022
(45,979)
-
Credit to profit or loss
(254,121)
-
Asset at 31 May 2023
(300,100)
-
There were no deferred tax movements in the year.

The deferred tax liability is in relation to accelerated capital allowances, and the difference in treatment surrounding revaluation gains for accounts and tax purposes. These are not anticipated to reverse in the upcoming 12 months.

25
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
31,363
25,429

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.

26
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
300
300
300
300

Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights.

27
Non-distributable profits reserve

Included within retained earnings are non-distributable amounts of £128,549 (2022 - £128,528). These are made up of revaluations on investment property, less any associated deferred taxation liability.

GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 29 -
28
Financial commitments, guarantees and contingent liabilities

There is a debenture over all the assets of the group in favour of Natwest.

 

The group has granted a guarantee of £44,000 (2022 - £44,000) in favour of the bank, in respect of a related party.

 

A subsidiary company has guaranteed up to £483,750 (2022 - £483,750) with another fellow subsidiary as at 31 May 2023. This guarantee shall remain in force until a long-term loan has been satisfied. There is also a debenture in place in relation to this loan and over all assets of the subsidiary company in favour of NatWest.

 

A connected company guarantees up to £640,000 (2022 - £640,000) with a group company as at 31 May 2023. This guarantee shall remain in force until a long-term loan has been satisfied. There is also a debenture in place in relation to this loan.

 

A shareholder holds two guarantees up to £725,000 (2022 - £725,000) with a group company as at 31 May 2023. This guarantee shall remain in force until the two long-term loans has been satisfied. The shareholder has also provided a guarantee of their personal property on a secondary loan within the company. The guarantee remains in place until the long-term loan has been satisfied.

 

A loan held by the group is secured by a cross guarantee and debenture between, two group companies and a connected company. The extent of the contingent liability at the year-end amounted to £2,050,000 (2022 - £2,050,000).

29
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
2022
2023
2022
£
£
£
£
Within one year
278,328
103,419
-
-
Between two and five years
652,626
153,979
-
-
930,954
257,398
-
-
30
Events after the reporting date

Post year-end the investment property and a property held within the group fixed assets has been sold for £1,280,000.

 

In addition, since the year-end the group has secured an invoice financing facility of £1.5m

 

Post year-end a company that was previously a connected company under common control, has been transferred into the Gardx Holdings Limited group.

GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 30 -
31
Related party transactions

The group has loan balances due to/from other companies that are related parties by virtue of common control. There are no repayment terms for these loans and interest has not been charged, they are all treated as being repayable on demand:

 

At the year end, £2,256,656 (2022 - £1,089,498) was due to a company under common control. There was also a debtor in relation to a subordinated loan held for £44,000 (2022 - £44,000). There were no sales or purchases with this company in the current year,

 

At the year end, £741,618 (2022: £1,228,281) was due from a company under common control and £34,895 (2022: £Nil) was due to the same company. There were sales within the period totalling £45,800 (2022: £84,813) and purchases totalling £39,254 (2022:Nil) to this related party.

 

At the year end, £237,480 (2022: £237,480) was due from a company under common control and £44,731 (2022: £44,731) was due to the same company. There were sales during the period of £24,300 (2022:£Nil),

 

At the year end, £576,818 (2022: £1,098,057) was due from a company under common control. There was sales within the period totalling £478,584 (2022: £603,209).

 

At the year end, £277,560 (2022: £148,292) was due from a company under common control and £220,925 (2022: £45,925) was due to the same company. There were sales within the period totalling £129,267 (2022: £146,506) and purchases of £230,579 (2022: Nil).

 

At the year end, £47,943 (2022: £46,980) was due from a company under common control. There were no sales or purchases with this company in the current year,

 

At the year end, £667,899 (2022: £106,862) was due from a company under common control. There were recharges within the period to this company of £Nil (2022: £1,170,316).

 

At the year end, £2,990 (2022: £294) was due from a company under common control. There were sales within the period totalling £23,772 (2022: £74,800). Amounts were waivered by the company during the period amounting to £98,278 (2022: £nil).

 

At the year end, £94,697 (2022: £394,247) was due from a company under common control. There were no sales or purchases during this period.

 

At the year end, £15,000 (2022: £10,000) was due from a company under common control. There were no sales or purchases during this period.

32
Directors' transactions

The following directors' transactions relate to the group.

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Mr V A Coutin -
2.00
1,751,419
1,145,390
19,565
(1,960,236)
956,138
Mr V L Coutin -
2.00
-
61,609
399
-
62,008
1,751,419
1,206,999
19,964
(1,960,236)
1,018,146
GARDX HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 31 -
33
Controlling party

The ultimate controlling party is V A Coutin.

34
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(1,379,253)
(247,795)
Adjustments for:
Taxation credited
(254,121)
(103,778)
Finance costs
142,146
92,397
Investment income
(19,964)
-
0
Amortisation and impairment of intangible assets
148,448
147,553
Depreciation and impairment of property, plant and equipment
76,268
55,195
Other gains and losses
20,000
-
Increase in provisions
863,248
661,641
Movements in working capital:
Increase in inventories
(233,208)
(145,662)
Increase in trade and other receivables
(568,115)
(2,109,153)
Increase in trade and other payables
966,337
1,629,789
Cash absorbed by operations
(238,214)
(19,813)
35
Analysis of changes in net debt - group
1 June 2022
Cash flows
31 May 2023
£
£
£
Cash at bank and in hand
1,340,937
(1,269,170)
71,767
Bank overdrafts
(2,294)
2,294
-
0
1,338,643
(1,266,876)
71,767
Borrowings excluding overdrafts
(2,518,943)
547,856
(1,971,087)
(1,180,300)
(719,020)
(1,899,320)
2023-05-312022-06-01falseCCH SoftwareCCH Accounts Production 2024.200Mr V A CoutinMr V L CoutinMr S 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