Registration number:
Egbert Taylor Holdings Limited
for the Year Ended 31 December 2023
Egbert Taylor Holdings Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Statement of Cash Flows |
|
Notes to the Financial Statements |
Egbert Taylor Holdings Limited
Company Information
Directors |
L R Bull D J Williams M A Moore |
Registered office |
|
Auditors |
|
Egbert Taylor Holdings Limited
Strategic Report for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
Principal activity
The principal activity of the group is parent company to Egbert H. Taylor & Company Ltd.
Fair review of the business
2023 proved a successful year with two further group acquisitions being UK Container Maintenance Limited (August 2023) and Capital Compactors Limited (November 2023). The year saw turnover increasing to over £17.5m and achieving a group EBITDA of over £1.5m. This is anticipated to increase significantly in 2024 given full year results for the new acquisitions to be consolidated. With full year results the company is expected to return a profit after amortisation charges.
With the support of our ultimate parent Aurora Capital Partners, the group expects to acquire further subsidiaries in the near future.
Unit |
2023 |
2022 |
|
Turnover |
£ |
17,621,803 |
15,210,739 |
Profit/(loss) before tax |
£ |
(728,433) |
436,426 |
Gross profit |
% |
41 |
29 |
EBITDA (before non-recurring exceptional costs) |
£ |
1,578,714 |
907,720 |
The cash position of the business remains strong and well managed.
The company continues its focus on health, safety and employee welfare and has a very good record of staff retention.
Principal risks and uncertainties
The key business risks and uncertainties affecting the group are considered to relate to competition from other waste container providers, employee retention and product availability.
Approved and authorised by the
......................................... |
Egbert Taylor Holdings Limited
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the for the year ended 31 December 2023.
Directors of the group
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Financial instruments
Objectives and policies
The company and group's activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the group members' policies approved by the respective boards of directors. The group does not use derivative financial instruments for speculative purposes.
Price risk, credit risk, liquidity risk and cash flow risk
Commodity price risk
The group is exposed to commodity price risk, namely the price of steel and zinc, as a result of its operations. In order to manage these risks, the group has a policy of dual-sourcing raw materials and carries out regular supplier benchmarking exercises. The group is also able to use its buying power to gain price commitments from its suppliers for periods between three and twelve months. This gives the group more time to react to unavoidable price increases and to ensure that such increased costs are appropriately reflected in the group’s selling prices.
Export sales
Export sales are both an opportunity and a risk for the business which is now experiencing the need for increased foreign currency management, adherence to the terms of letters of credit, export carriage and transfer of ownership risk. To mitigate these risks, the business has increased its training expenditure on export related courses, holds regular currency reviews with its bankers and ensures that terms of sale are adequately communicated to customers.
Credit risk
The group’s customers generally have high quality credit ratings and trade debtor default is accordingly low. However, in the continuing subdued economic climate, the group acknowledges that there may be an increased risk of trade debtor default. The company manages this risk through maintaining a rigorous credit control and debtor collection policy. Aged debtor analyses are regularly reviewed, and credit is suspended if a customer fails to meet its obligations on a timely basis. The group makes extensive use of confirmed letters of credit when selling to overseas customers.
Egbert Taylor Holdings Limited
Directors' Report for the Year Ended 31 December 2023
Funding risk
The company relies on funding from the immediate parent EHT Hold Co Inc, a facility arrangement was put in place on acquisition to enable the group to draw down on funds when necessary, generally to enable the group to achieve additional subsidiaries. The group also relied on an invoice discounting facility from Santander Bank Plc for its day to day finance needs.
Capital spending plans of the major customers
The group is exposed to the buying patterns of its major customers many of which are public sector local authorities. The group maintains close relationships with customers with a view to predicting demand patterns. The group also seeks to track as far as possible the activities and supply quotations of its competitors.
Going concern
The board has reviewed the outlook for the business based on the 2023 year and with a full year of trading for the two acquisitons, should result in a significant increase in EBITDA and a return to group profitability. Further acquisitions within the group will further improve profitability in the years to come and cement the going concern status.
With support from our ultimate parent Aurora Capital Partners, the board have confirmed the going concern status of the group for a period of at least 12 months from the signing of these financial statements.
Directors' liabilities
As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the financial period and is currently in force. The company also purchased, and maintained throughout the financial period, directors and officers’ liability insurance in respect of itself and its directors.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Clement Rabjohns Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved and authorised by the
......................................... |
Egbert Taylor Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the group and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Egbert Taylor Holdings Limited
Independent Auditor's Report to the Members of Egbert Taylor Holdings Limited
Opinion
We have audited the financial statements of Egbert Taylor Holdings Limited (the 'parent group') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent group's affairs as at 31 December 2023 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Egbert Taylor Holdings Limited
Independent Auditor's Report to the Members of Egbert Taylor Holdings Limited
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent group, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent group financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Egbert Taylor Holdings Limited
Independent Auditor's Report to the Members of Egbert Taylor Holdings Limited
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], 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 group'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 group or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• |
Enquiry of management, those charged with governance around actual and potential litigation and claims. |
• |
Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations. |
• |
Reviewing minutes of meetings of those charged with governance. |
• |
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
• |
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the group’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 group’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 group and the group’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Egbert Taylor Holdings Limited
Independent Auditor's Report to the Members of Egbert Taylor Holdings Limited
......................................
For and on behalf of
111/113 High Street
Worcestershire
WR11 4XP
Egbert Taylor Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Distribution costs |
( |
( |
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating (loss)/profit |
( |
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
(402,549) |
(125,762) |
||
(Loss)/profit before tax |
( |
|
|
Tax on (loss)/profit |
( |
( |
|
(Loss)/profit for the financial year |
( |
|
|
Profit/(loss) attributable to: |
|||
Owners of the group |
( |
|
The group has no recognised gains or losses for the year other than the results above.
Egbert Taylor Holdings Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2023
2023 |
2022 |
|
(Loss)/profit for the year |
( |
|
Total comprehensive income for the year |
( |
|
Total comprehensive income attributable to: |
||
Owners of the group |
( |
|
Egbert Taylor Holdings Limited
(Registration number: 11064970)
Consolidated Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Goodwill |
|
|
|
Negative goodwill |
( |
( |
|
|
|
||
Intangible assets not including goodwill |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
9,302,222 |
9,302,222 |
|
Share premium reserve |
220,000 |
220,000 |
|
Retained earnings |
(4,555,317) |
(3,743,812) |
|
Equity attributable to owners of the company |
4,966,905 |
5,778,410 |
|
Shareholders' funds |
4,966,905 |
5,778,410 |
Approved and authorised by the
......................................... |
Egbert Taylor Holdings Limited
(Registration number: 11064970)
Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Creditors: Amounts falling due within one year |
( |
- |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
9,302,222 |
9,302,222 |
|
Share premium reserve |
220,000 |
220,000 |
|
Retained earnings |
2,789,545 |
2,777,359 |
|
Shareholders' funds |
12,311,767 |
12,299,581 |
Approved and authorised by the
......................................... |
Egbert Taylor Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company
Share capital |
Share premium |
Retained earnings |
Total |
Total equity |
|
At 1 January 2023 |
|
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
( |
At 31 December 2023 |
|
|
( |
|
|
Share capital |
Share premium |
Retained earnings |
Total |
Total equity |
|
At 1 January 2022 |
|
|
( |
|
|
Profit for the year |
- |
- |
|
|
|
At 31 December 2022 |
9,302,222 |
220,000 |
(3,743,812) |
5,778,410 |
5,778,410 |
Egbert Taylor Holdings Limited
Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital |
Share premium |
Retained earnings |
Total |
|
At 1 January 2023 |
|
|
|
|
Profit for the year |
- |
- |
|
|
At 31 December 2023 |
|
|
|
|
Share capital |
Share premium |
Retained earnings |
Total |
|
At 1 January 2022 |
|
|
( |
|
Profit for the year |
- |
- |
|
|
At 31 December 2022 |
9,302,222 |
220,000 |
2,777,359 |
12,299,581 |
Egbert Taylor Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
(Loss)/profit for the year |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Loss/(profit) on disposal of tangible assets |
|
( |
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Increase in stocks |
( |
( |
|
Increase in trade debtors |
( |
( |
|
Increase in trade creditors |
|
|
|
Decrease in provisions |
( |
( |
|
Increase in deferred income, including government grants |
|
- |
|
Cash generated from operations |
|
( |
|
Income taxes received/(paid) |
|
( |
|
Net cash flow from operating activities |
|
( |
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
( |
|
|
Acquisition of intangible assets |
( |
( |
|
Acquisition of negative goodwill |
- |
748,795 |
|
Net cash flows from investing activities |
( |
|
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from bank borrowing draw downs |
|
|
|
Repayment of bank borrowing |
( |
- |
|
Proceeds from other borrowing draw downs |
|
|
|
Repayment of other borrowing |
( |
( |
|
Payments to finance lease creditors |
|
- |
|
Net cash flows from financing activities |
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
Cash and cash equivalents at 1 January |
|
|
|
Cash and cash equivalents at 31 December |
2,333,006 |
286,835 |
Egbert Taylor Holdings Limited
Statement of Cash Flows for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Finance income |
( |
( |
|
Finance costs |
|
- |
|
Foreign exchange gains/losses |
( |
- |
|
- |
- |
||
Working capital adjustments |
|||
Decrease/(increase) in trade debtors |
|
( |
|
Increase in trade creditors |
|
- |
|
Net cash flow from operating activities |
|
( |
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisition of subsidiaries |
( |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
- |
|
Proceeds from other borrowing draw downs |
|
|
|
Repayment of other borrowing |
( |
- |
|
Net cash flows from financing activities |
|
|
|
Net increase/(decrease) in cash and cash equivalents |
- |
- |
|
Cash and cash equivalents at 1 January |
- |
- |
|
Cash and cash equivalents at 31 December |
- |
- |
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The group is a private company limited by share capital, incorporated in England and Wales, UK.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
These financial statements are presented in Pound Sterling (£).
Basis of consolidation
The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.
No income statement is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £12,186 (2022 - profit of £2,780,000).
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Going concern
The financial statements have been prepared on a going concern basis.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
-the amount of revenue can be reliably measured;
-it is probable that future economic benefits will flow to the entity; and
-specific criteria have been met for each of the group's activities.
Government grants
Grants which relate to revenue shall be recognised in income on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate.
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not translated.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction, over their estimated useful lives as follows:
Asset class |
Depreciation rate and method |
Leasehold improvements |
over the life of the lease, straight line |
Plant and machinery, including tooling |
10% - 20%, straight line |
Office machinery, fixtures and fittings |
10% or 33%, straight line |
Motor vehicles |
25%, straight line |
Investment property
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquiisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued using the closing exchange rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Negative goodwill
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Intangible assets
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful lives as follows:
Asset class |
Amortisation rate and method |
Development costs |
over 5 years, straight line |
Goodwill |
over 10 years, straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the group has an obligation at the reporting date 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.
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Sale of goods |
|
|
Other revenue |
|
|
|
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
The analysis of the group's turnover for the year by class of business is as follows:
2023 |
2022 |
|
Waste containers |
|
|
Other revenue |
|
|
|
|
The analysis of the group's Turnover for the year by market is as follows:
2023 |
2022 |
|
UK |
|
|
Europe |
|
|
Rest of world |
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2023 |
2022 |
|
Miscellaneous other operating income |
|
|
Operating (loss)/profit |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Research and development cost |
|
|
Foreign exchange gains |
( |
( |
Operating lease expense - plant and machinery |
|
|
Loss/(profit) on disposal of property, plant and equipment |
|
( |
Other interest receivable and similar income |
2023 |
2022 |
|
Interest income on bank deposits |
|
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Interest payable and similar expenses |
2023 |
2022 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Interest expense on other finance liabilities |
|
|
Other finance costs |
|
- |
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Other short-term employee benefits |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Production |
|
|
Administration and support |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
417,730 |
337,842 |
An additional bonus totalling £179,507 paid to directors is stated in exceptional costs.
In respect of the highest paid director, the total remuneration does include a share of this bonus.
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
2023 |
2022 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
Auditors' remuneration |
2023 |
2022 |
|
Audit of these financial statements |
41,650 |
33,541 |
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
|
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
|
Tax expense in the income statement |
|
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
(Loss)/profit before tax |
( |
|
Corporation tax at standard rate |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Effect of tax losses |
( |
( |
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
Tax increase from other short-term timing differences |
|
|
Other tax effects for reconciliation between accounting profit and tax expense (income) |
( |
( |
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
2023 |
Asset |
Liability |
Accelerated tax depreciation |
- |
|
Provisions |
|
- |
Tax losses carry-forwards |
|
- |
|
|
2022 |
Asset |
Liability |
Accelerated tax depreciation |
- |
|
Provisions |
|
- |
Tax losses carry-forwards |
|
- |
|
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Intangible assets |
Group
Goodwill |
Trademarks, patents and licenses |
Internally generated software development costs |
Other intangible assets |
Total |
|
Cost or valuation |
|||||
At 1 January 2023 |
|
|
|
|
|
Additions acquired separately |
|
- |
- |
- |
|
Acquired through business combinations |
- |
- |
|
- |
|
At 31 December 2023 |
|
|
|
|
|
Amortisation |
|||||
At 1 January 2023 |
|
|
|
|
|
Amortisation charge |
|
- |
|
- |
|
At 31 December 2023 |
|
|
|
|
|
Carrying amount |
|||||
At 31 December 2023 |
|
|
|
- |
|
At 31 December 2022 |
|
|
- |
- |
|
The aggregate amount of research and development expenditure recognised as an expense during the period is £
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Negative goodwill |
2023 |
At 1 January 2023 |
( |
Recognised in profit or loss |
|
At 31 December 2023 |
( |
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Tangible assets |
Group
Land and buildings |
Property improvements |
Fixtures and fittings |
Plant and machinery |
Office equipment |
Motor vehicles |
Total |
|
Cost or valuation |
|||||||
At 1 January 2023 |
- |
|
|
|
|
|
|
Additions |
|
- |
|
|
|
- |
|
Acquired through business combinations |
|
- |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
|
|
Depreciation |
|||||||
At 1 January 2023 |
- |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
|
|
Carrying amount |
|||||||
At 31 December 2023 |
|
|
|
|
|
|
|
At 31 December 2022 |
- |
|
|
|
|
|
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Investments |
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2023 |
|
Additions |
|
At 31 December 2023 |
|
Provision |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
||||
2023 |
2022 |
||||||
Subsidiary undertakings |
|||||||
|
Oak Park
United Kingdom |
|
|
|
|||
|
Moore Close
UK |
|
|
|
|||
|
Oak Park, Ryelands Lane, Elmley Lovett, Droitwich, Worcestershire, WR9 0QZ the United Kingdom |
|
|
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
||||
|
Oak Park, Ryelands Lane, Elmley Lovett, Droitwich, Worcestershire, WR9 0QZ the United Kingdom |
|
|
|
|||
Associates |
|||||||
|
Dubai Investment Park 1
|
|
|
|
|||
United Arab Emirates |
Subsidiary undertakings |
Egbert H Taylor & Co Limited The principal activity of Egbert H Taylor & Co Limited is |
Container Components Europe Limited The principal activity of Container Components Europe Limited is |
UK Container Maintenance Limited The principal activity of UK Container Maintenance Limited is |
Capital Compactors Limited The principal activity of Capital Compactors Limited is |
Associates |
Egbert Taylor Middle East LLC The principal activity of Egbert Taylor Middle East LLC is |
Business combinations |
On
UK Container Maintenance Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Book value |
Revaluation adjustments |
Fair value |
|
Assets and liabilities acquired |
|||
Financial assets |
2,629,360 |
- |
|
Stocks |
1,364,704 |
(808,822) |
|
Tangible assets |
591,498 |
- |
|
Financial liabilities |
(3,112,030) |
- |
( |
Total identifiable assets |
1,473,532 |
(808,822) |
|
Goodwill |
8,664,947 |
808,822 |
|
Total consideration |
10,138,479 |
- |
10,138,479 |
Satisfied by: |
|||
Cash |
10,138,479 |
- |
|
Cash flow analysis: |
|||
Cash consideration |
10,138,479 |
- |
|
|
The useful life of goodwill is
On
Capital Compactors Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
Fair value |
|
Assets and liabilities acquired |
||
Financial assets |
3,309,114 |
|
Stocks |
833,811 |
|
Tangible assets |
3,347,840 |
|
Identifiable intangible assets |
14,804 |
|
Financial liabilities |
(2,937,394) |
( |
Total identifiable assets |
4,568,175 |
|
Goodwill |
5,164,966 |
|
Total consideration |
9,733,141 |
9,733,141 |
Satisfied by: |
||
Cash |
9,733,141 |
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Book value |
Fair value |
|
Cash flow analysis: |
||
Cash consideration |
9,733,141 |
|
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Stocks |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Raw materials and consumables |
|
|
- |
- |
Work in progress |
|
|
- |
- |
Finished goods and goods for resale |
|
|
- |
- |
Other inventories |
|
- |
- |
- |
|
|
- |
- |
Group
Debtors |
Group |
Company |
||||
Current |
Note |
2023 |
2022 |
2023 |
2022 |
Trade debtors |
|
|
- |
- |
|
Amounts owed by related parties |
|
|
|
|
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
Deferred tax assets |
|
|
- |
- |
|
Income tax asset |
|
|
- |
- |
|
|
|
|
|
Details of non-current trade and other debtors
Group
£104,967 (2022 - £135,835) of Deferred tax assets is classified as non-current.
Company
£1,955,048 (2022 - £2,767,081) of Loans to related parties is classified as non-current.
Group
The UK book debts of the company's subsidiary are subject to an invoice discounting arrangement with Santander.
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Cash and cash equivalents |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Cash on hand |
|
|
- |
- |
Cash at bank |
|
|
- |
- |
|
|
- |
- |
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
- |
- |
|
Trade creditors |
|
|
- |
- |
|
Amounts due to related parties |
- |
|
- |
- |
|
Social security and other taxes |
|
|
- |
- |
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
Other payables |
|
|
( |
- |
|
Accruals |
|
|
|
- |
|
Income tax liability |
471,547 |
- |
- |
- |
|
Deferred income |
|
- |
- |
- |
|
|
|
|
- |
||
Due after one year |
|||||
Loans and borrowings |
|
|
- |
- |
|
Deferred income |
|
- |
- |
- |
|
Other non-current financial liabilities |
|
|
|
|
|
|
|
|
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Provisions for liabilities |
Group
Warranties |
Deferred tax |
Other provisions |
Total |
|
At 1 January 2023 |
|
|
|
|
Increase (decrease) in existing provisions |
- |
|
( |
|
At 31 December 2023 |
|
|
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
2,000 |
|
2,000 |
|
|
222 |
|
222 |
|
|
9,300,000 |
|
9,300,000 |
|
|
|
|
Redeemable preference shares
The |
Loans and borrowings |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Non-current loans and borrowings |
||||
Hire purchase contracts |
|
|
- |
- |
Finance lease liabilities |
|
|
- |
- |
|
|
- |
- |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Current loans and borrowings |
||||
Bank borrowings |
|
|
- |
- |
Hire purchase contracts |
|
|
- |
- |
|
|
- |
- |
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Group
Bank borrowings
The invoice discounting facility with Santander UK Plc is secured against the book debts of the group |
The loan is unsecured and repayable over 72 months but was repaid in early 2023. |
Other borrowings
A short term loan from the parent company is denominated in GBP with a nominal interest rate of 5.5%. The carrying amount at year end is £776,433 (2022 - £510,451).
Company
Other borrowings
A short term loan from the parent company is denominated in GBP with a nominal interest rate of 5.5%. The carrying amount at year end is £19,155,137 (2022 - £317,938).
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Operating leases - lessor
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
The leasing of compactors is set at a maximum length of one year and has no purchase exercise option at the end of the term.
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Analysis of changes in net debt |
Group
At 1 January 2023 |
Financing cash flows |
Acquisition of subsidiaries |
New finance leases |
At 31 December 2023 |
|
Cash and cash equivalents |
|||||
Cash |
286,835 |
21,917,791 |
(19,871,620) |
- |
2,333,006 |
Borrowings |
|||||
Long term borrowings |
(317,938) |
(18,837,199) |
- |
- |
(19,155,137) |
Short term borrowings |
(466,469) |
(547,274) |
- |
- |
(1,013,743) |
Lease liabilities |
(81,521) |
(13,177) |
- |
(132,176) |
(226,874) |
(865,928) |
(19,397,650) |
- |
(132,176) |
(20,395,754) |
|
|
|||||
( |
|
( |
( |
( |
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Company
At 1 January 2023 |
Financing cash flows |
Acquisition of subsidiaries |
At 31 December 2023 |
|
Cash and cash equivalents |
||||
Cash |
- |
19,871,620 |
(19,871,620) |
- |
Borrowings |
||||
Long term borrowings |
(317,938) |
(18,837,199) |
- |
(19,155,137) |
( |
|
( |
( |
|
|
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Related party transactions |
Group
Summary of transactions with associates
Egbert Taylor Middle East LLC |
Income and receivables from related parties
2023 |
Associates |
Sale of goods |
|
Amounts receivable from related party |
|
|
2022 |
Associates |
Sale of goods |
|
Amounts receivable from related party |
|
|
Loans from related parties
2023 |
Parent |
Total |
At start of period |
|
|
Advanced |
|
|
Interest transactions |
|
|
At end of period |
|
|
|
2022 |
Parent |
Total |
At start of period |
|
|
Advanced |
|
|
Repaid |
( |
( |
Interest transactions |
|
|
At end of period |
|
|
|
Terms of loans from related parties
Egbert Taylor Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Company
Loans from related parties
2023 |
Parent |
Total |
At start of period |
|
|
Advanced |
|
|
At end of period |
|
|
|
2022 |
Parent |
Total |
Advanced |
|
|
At end of period |
|
|
|
Parent and ultimate parent undertaking |
The group's immediate parent is
These financial statements are available upon request from Oak Park, Ryelands Lane, Elmley Lovett, Droitwich, Worcestershire, WR9 0QZ
The ultimate controlling party is