REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 31 December 2023 |
for |
Professional Soils Laboratory Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 31 December 2023 |
for |
Professional Soils Laboratory Limited |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Statement of Income and Retained Earnings | 9 |
Balance Sheet | 10 |
Notes to the Financial Statements | 11 |
Professional Soils Laboratory Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditors |
3 - 5 College Street |
Nottingham |
Nottinghamshire |
NG1 5AQ |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
The principal activity of the company during the period was that of operating as geotechnical and materials testing specialists for commercial and residential clients. |
During the period the company's activities continued to increase. The turnover in the year to 31/12/2023 was £6,617k compared to £5,729k in the previous 12 months. Orders, revenue and activity levels have increased year on year as the company grew. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The activities of the company are largely compliance led. This provides the business with a degree of certainty in terms of future revenues, but also represents a risk in that changes in legislation may influence revenue streams. |
The business will continue to monitor any political or legislative risks and changes to regulations. |
FUTURE DEVELOPMENTS |
The closure of other laboratories within the Phenna Group presents an opportunity for extra revenue. |
Revenues are also expected to rise due to cost pressures in the industry being passed onto clients. |
The company will continue to work with it's client base to provide a UK leading service in the sector. |
ECONOMIC RISK |
The trading activities of the business are largely related to the property development and construction industry. Due to the nature of the services and change in legislation short-term we perceive little economic risk. |
CREDIT RISK |
The company's credit risk is primarily attributable to its trade debtors. Credit risk is managed by monitoring the aggregate amount and age profile of customer debt, in conjunction with periodic reviews of customer credit rating. |
The amounts presented in the balance sheet are net of allowances for doubtful debts, estimated by the company's management based on prior experience and their assessment of the current economic environment. |
ON BEHALF OF THE BOARD: |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
DIVIDENDS |
No interim dividend was paid during the year. The directors recommend a final dividend of |
The total distribution of dividends for the year ended 31 December 2023 will be £ |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Report of the Directors |
for the Year Ended 31 December 2023 |
AUDITORS |
The auditors, Botham Accounting Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Professional Soils Laboratory Limited |
Opinion |
We have audited the financial statements of Professional Soils Laboratory Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Income and Retained Earnings, Balance Sheet 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 company's affairs as at 31 December 2023 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Professional Soils Laboratory Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 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 company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Professional Soils Laboratory Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
As part of this assessment we considered both quantitative and qualitative factors. We also considered those |
laws and regulations that have a direct impact on the preparation of the financial statements, such as the |
Companies Act 2006 and FRS 102. |
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial |
statements which included the risk of management override of controls. We determined that the principal |
risks were related to posting inappropriate journal entries, omitting, advancing or delaying recognition of |
events and transactions that have occurred during or after the reporting period, and potential management |
bias in the determination of accounting estimates or judgements to manipulate results. |
Audit procedures performed by the engagement team include: |
- Enquiring of and obtaining written representation from management and those charged with governance in |
relation to actual and potential litigation and claims; |
- Enquiring of entity staff to identify any instances of non-compliance with laws and regulations; |
- Review of meeting minutes of those charged with governance; |
- Review of financial statement disclosures and testing to supporting documentation to assess compliance |
with laws and regulations. |
- Performing audit work over the risk of management override of controls, including testing of journal entries |
and other adjustments for appropriateness, evaluating the business rationale of significant transactions |
outside the normal course of business and reviewing accounting estimates for bias. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including |
those leading to a material misstatement in the financial statements or non-compliance with regulation. This |
risk increases the more that the compliance with law or regulation is removed from the events and |
transactions reflected in the financial statements, as we will be less likely to become aware of instances of |
non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as |
fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial |
Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our |
Report of the Auditors. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Professional Soils Laboratory Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
Statutory Auditors |
3 - 5 College Street |
Nottingham |
Nottinghamshire |
NG1 5AQ |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Statement of Income and |
Retained Earnings |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 3 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
3,183,463 | 2,312,010 |
Other operating income |
OPERATING PROFIT | 5 |
Interest receivable and similar income |
3,184,627 | 2,312,299 |
Interest payable and similar expenses | 6 |
PROFIT BEFORE TAXATION |
Tax on profit | 7 |
PROFIT FOR THE FINANCIAL YEAR |
Retained earnings at beginning of year |
Dividends | 8 | ( |
) | ( |
) |
RETAINED EARNINGS AT END OF YEAR |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 9 |
CURRENT ASSETS |
Stocks | 10 |
Debtors | 11 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 12 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
13 |
( |
) |
PROVISIONS FOR LIABILITIES | 16 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 17 |
Retained earnings | 18 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Professional Soils Laboratory Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Stocks |
Work in progress is valued at the lower of cost and net realisable value. |
Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the company. |
All turnover in both years arose in the UK. |
4. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
Employees |
2023 | 2022 |
£ | £ |
Directors' remuneration |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Other operating leases |
Depreciation - owned assets |
Depreciation - assets on hire purchase contracts |
Profit on disposal of fixed assets | ( |
) | ( |
) |
Auditors' remuneration |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Corporation tax interest |
Hire purchase |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax |
Over provision of CT | (52,868 | ) | (177,075 | ) |
Total current tax |
Deferred tax | ( |
) |
Tax on profit |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Expenses not deductible for tax purposes |
Capital allowances in excess of depreciation | - | ( |
) |
Depreciation in excess of capital allowances | - |
Adjustments to tax charge in respect of previous periods | ( |
) | ( |
) |
Deferred Tax Movement | (63,371 | ) | 129,322 |
Total tax charge | 671,140 | 311,223 |
8. | DIVIDENDS |
2023 | 2022 |
£ | £ |
Ordinary shares of £1 each |
Final |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
9. | TANGIBLE FIXED ASSETS |
Fixtures |
Plant and | and | Motor | Computer |
machinery | fittings | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Motor |
vehicles |
£ |
COST |
At 1 January 2023 |
Transfer to ownership | (32,418 | ) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Transfer to ownership | (20,451 | ) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
10. | STOCKS |
2023 | 2022 |
£ | £ |
Work-in-progress |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Directors' current accounts | 2,265 | 4,418 |
Tax |
Prepayments and accrued income |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Hire purchase contracts (see note 14) |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
VAT | 250,280 | 177,126 |
Other creditors |
Accruals and deferred income |
13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Hire purchase contracts (see note 14) |
14. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Hire purchase contracts |
2023 | 2022 |
£ | £ |
Net obligations repayable: |
Within one year |
Between one and five years |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
15. | SECURED DEBTS |
The following secured debts are included within creditors: |
2023 | 2022 |
£ | £ |
Hire purchase contracts | - | 9,495 |
Hire purchase liabilities are secured on the relevant asset. |
16. | PROVISIONS FOR LIABILITIES |
2023 | 2022 |
£ | £ |
Deferred tax | 249,062 | 312,433 |
Deferred |
tax |
£ |
Balance at 1 January 2023 |
Utilised during year | ( |
) |
Balance at 31 December 2023 |
17. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 100 | 100 |
18. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 |
Profit for the year |
Dividends | ( |
) |
At 31 December 2023 |
19. | CONTINGENT LIABILITIES |
As at 31 December 2023, the total liabilities of other group members secured by a fixed charge over the assets of the company was £686,315,118 (2022 £509,807,481). |
Professional Soils Laboratory Limited (Registered number: 05141546) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
20. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the years ended 31 December 2023 and 31 December 2022: |
2023 | 2022 |
£ | £ |
Balance outstanding at start of year |
Amounts advanced |
Amounts repaid | ( |
) | ( |
) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year |
21. | RELATED PARTY DISCLOSURES |
During the year, the company paid management charges to group undertakings totalling £100,000 (2022 - £100,000). The balance outstanding at the year end was £10,000 (2022 - £10,000). |
The outstanding balance due from group undertakings at the year end was £3,448,978 (2022 - £2,862,501). The balance is repayable on demand and is interest free. |
The company paid rent of £50,000 (2022: £50,000) to the company directors. |
22. | ULTIMATE CONTROLLING PARTY |
The immediate parent undertaking is PSL Bidco Limited; a company registered in England and Wales. |
The ultimate parent undertaking and controlling party is TIC Holdco Limited, a company registered in England and Wales. Copies of the ultimate parent company's financial statements can be obtained from Companies House. The directors are of the opinion that Mr Peter Dubens is qualified as the ultimate controlling party of TIC Holdco Limited exercising his control through voting rights with a controlling percentage of >50%. |