Company Registration No. 07742244 (England and Wales)
PENTWIN GROUP LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PENTWIN GROUP LIMITED
COMPANY INFORMATION
Directors
Mr R Cox
Mr S E Rice
(Appointed 28 May 2024)
Mr I A Webb
(Appointed 17 June 2024)
Secretary
Mr S E Rice
Company number
07742244
Registered office
1 Manor Park Business Centre
Mackenzie Way
Swindon Village
Cheltenham
Gloucestershire
GL51 9TX
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
PENTWIN GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8 - 9
Company balance sheet
10 - 11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 41
PENTWIN GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Fair review of the business

The Group is reporting profits before tax of £2,209,290 for the year ended 31 December 2023, compared to profits before tax of £1,452,637 in the year ended 31 December 2022.

 

The net assets of the Group have increased to £32,394,755 as at 31 December 2023, from £31,103,638, as at 31 December 2022.

 

The Group is to continue trading for the foreseeable future and it is expected that the Group will continue to be profitable.

Principal risks and uncertainties

The directors considered that the principal risk and uncertainties of the business are those relating to the general economic conditions and the performance of its subsidiaries. Both of these risks are monitored regularly by the Board of Directors to ensure that these risks are minimised, particularly in terms of reviewing subsidiary performance.

Key performance indicators

The key performance indicators which the director targets are sales growth, operating profit as a percentage of sales and return on capital employed. The objective is to at least exceed inflation in sales growth and to improve the operating ratios year on year.

2023
2022
- Sales increase/(reduction)
(1.53)%
13.18%
- Operating profit/(loss) as a percentage of sales
3.55%
5.20%
- Return on capital employed
2.90%
4.51%

On behalf of the board

Mr R Cox
Director
12 September 2024
PENTWIN GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

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

Principal activities

The principal activity of the company continued to be that of a parent company.

 

The principal activity of the group and its subsidiaries can be found in the notes to the financial statements,

Results and dividends

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

No ordinary dividends were paid. 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 A J Rawson
(Deceased 28 May 2024)
Mr R Cox
Mr S E Rice
(Appointed 28 May 2024)
Mr I A Webb
(Appointed 17 June 2024)
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.

Interest rate risk

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

Foreign currency risk

The group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.

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.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Future developments

The group will continue to trade, with further investment opportunities to be considered as and when they arise.

Auditor

The auditor, Ormerod Rutter Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

PENTWIN GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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.

Disclosure in the Strategic Report

A separate Strategic Report has been prepared in compliance with the Companies Act 2006 and contains information about the group's operations and financial performance throughout the period, and an assessment of the principal risks and uncertainties facing the group.

On behalf of the board
Mr R Cox
Mr S E Rice
Director
Director
Mr I A Webb
Director
12 September 2024
PENTWIN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PENTWIN GROUP LIMITED
- 4 -
Opinion

We have audited the financial statements of Pentwin Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

Due to risks associated with the potential spread of Coronavirus, we were unable to attend the group's year end stock takes and physically verify the existence of stock, nor observe the performance of the stock take. As a result, we were unable to determine whether any adjustments to the value of stock included in the group balance sheet and notes to the financial statements were necessary

 

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 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.

PENTWIN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PENTWIN GROUP LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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.

Based on our understanding of the company and the group, we identified the principal risks of non-compliance with laws and regulations including those that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, and the extent to which non-compliance might have a material effect on the financial statements. Audit procedures performed included discussions with management, review of board meeting minutes, testing of journals, designing and performing audit procedures and challenging assumptions and judgements made by management in relation to accounting estimates.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

PENTWIN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PENTWIN GROUP LIMITED
- 6 -

Use of our report

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

Colm McGrory FCA (Senior Statutory Auditor)
For and on behalf of Ormerod Rutter Limited
16 September 2024
Chartered Accountants
Statutory Auditor
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
PENTWIN GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
as restated
Notes
£
£
Turnover
3
27,266,691
27,689,162
Cost of sales
(17,445,059)
(18,359,328)
Gross profit
9,821,632
9,329,834
Distribution costs
(628,437)
(590,591)
Administrative expenses
(8,297,642)
(7,353,463)
Other operating income
71,467
54,041
Operating profit
4
967,020
1,439,821
Share of profits of associates
9,627
26,421
Interest receivable and similar income
7
1,006,981
856,266
Interest payable and similar expenses
8
(20,778)
(7,331)
Gain on/(amounts written off) investments
9
246,440
(862,540)
Profit before taxation
2,209,290
1,452,637
Tax on profit
10
(633,479)
(303,210)
Profit for the financial year
28
1,575,811
1,149,427
Profit for the financial year is attributable to:
- Owners of the parent company
1,338,384
594,619
- Non-controlling interests
237,427
554,808
1,575,811
1,149,427
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,338,384
594,619
- Non-controlling interests
237,427
554,808
1,575,811
1,149,427
PENTWIN GROUP LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
12
2,385,190
3,324,163
Other intangible assets
12
19,795
3,551
Total intangible assets
2,404,985
3,327,714
Tangible assets
13
3,479,649
3,603,227
Investments
14
2,428,028
2,171,961
8,312,662
9,102,902
Current assets
Stocks
18
2,134,336
2,275,538
Debtors
19
14,716,944
11,538,612
Cash at bank and in hand
12,805,886
13,589,279
29,657,166
27,403,429
Creditors: amounts falling due within one year
20
(4,666,078)
(4,550,089)
Net current assets
24,991,088
22,853,340
Total assets less current liabilities
33,303,750
31,956,242
Creditors: amounts falling due after more than one year
21
(20,635)
(56,736)
Provisions for liabilities
24
(888,360)
(795,868)
Net assets
32,394,755
31,103,638
Capital and reserves
Called up share capital
27
20,250
20,250
Profit and loss reserves
28
31,138,863
29,398,185
Equity attributable to owners of the parent company
31,159,113
29,418,435
Non-controlling interests
1,235,642
1,685,203
32,394,755
31,103,638
PENTWIN GROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
The financial statements were approved by the board of directors and authorised for issue on 12 September 2024 and are signed on its behalf by:
12 September 2024
Mr R Cox
Mr S E Rice
Director
Director
Mr I A Webb
Director
PENTWIN GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
13
403,978
399,431
Investments
14
11,672,335
11,893,701
12,076,313
12,293,132
Current assets
Debtors
19
12,466,333
8,962,247
Cash at bank and in hand
9,016,193
9,913,227
21,482,526
18,875,474
Creditors: amounts falling due within one year
20
(153,800)
(99,143)
Net current assets
21,328,726
18,776,331
Total assets less current liabilities
33,405,039
31,069,463
Provisions for liabilities
Deferred tax liability
24
392,833
330,770
(392,833)
(330,770)
Net assets
33,012,206
30,738,693
Capital and reserves
Called up share capital
27
20,250
20,250
Profit and loss reserves
28
32,991,956
30,718,443
Total equity
33,012,206
30,738,693

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,273,513 (2022 - £573,724 loss).

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

PENTWIN GROUP LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
The financial statements were approved by the board of directors and authorised for issue on 12 September 2024 and are signed on its behalf by:
12 September 2024
Mr R Cox
Mr S E Rice
Director
Director
Mr I A Webb
Director
Company registration number 07742244 (England and Wales)
PENTWIN GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
20,250
29,536,310
29,556,560
1,970,505
31,527,065
Year ended 31 December 2022:
Profit and total comprehensive income
-
594,619
594,619
554,808
1,149,427
Dividends
11
-
-
-
(404,000)
(404,000)
Acquisition of subsidiary
-
-
-
322,834
322,834
Purchase of shares in subsidiary from non-controlling interest
-
(732,744)
(732,744)
(758,944)
(1,491,688)
Balance at 31 December 2022
20,250
29,398,185
29,418,435
1,685,203
31,103,638
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,338,384
1,338,384
237,427
1,575,811
Dividends
11
-
-
-
(342,500)
(342,500)
Purchase of shares in subsidiary from non-controlling interest
-
263,189
263,189
(295,383)
(32,194)
Disposal of shares in subsidiary to non-controlling interest
-
139,105
139,105
(49,105)
90,000
Balance at 31 December 2023
20,250
31,138,863
31,159,113
1,235,642
32,394,755
PENTWIN GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
20,250
31,292,167
31,312,417
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(573,724)
(573,724)
Balance at 31 December 2022
20,250
30,718,443
30,738,693
Year ended 31 December 2023:
Profit and total comprehensive income
-
2,273,513
2,273,513
Balance at 31 December 2023
20,250
32,991,956
33,012,206
PENTWIN GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
32
(738,715)
982,490
Interest paid
(20,778)
(7,331)
Income taxes paid
(385,414)
(265,098)
Net cash (outflow)/inflow from operating activities
(1,144,907)
710,061
Investing activities
Purchase of intangible assets
(16,755)
-
Purchase of tangible fixed assets
(715,345)
(1,022,527)
Proceeds on disposal of tangible fixed assets
297,085
81,065
Receipts from associates
-
(500)
Other investments and loans made
112,892
(801,731)
Interest received
883,891
439,373
Dividends received
112,130
104,737
Other income received from investments
10,960
312,156
Net cash generated from/(used in) investing activities
684,858
(887,427)
Financing activities
Payment of finance leases obligations
(38,490)
(10,694)
Purchase of shares in subsidiary from non-controlling interest
(32,194)
(1,491,688)
Disposal of shares in subsidiary to non-controlling interest
90,000
-
Dividends paid to non-controlling interests
(342,500)
(404,000)
Net cash used in financing activities
(323,184)
(1,906,382)
Net decrease in cash and cash equivalents
(783,233)
(2,083,748)
Cash and cash equivalents at beginning of year
13,588,942
15,672,690
Cash and cash equivalents at end of year
12,805,709
13,588,942
Relating to:
Cash at bank and in hand
12,805,886
13,589,279
Bank overdrafts included in creditors payable within one year
(177)
(337)
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

Pentwin Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Manor Park Business Centre, Mackenzie Way, Swindon Village, Cheltenham, Gloucestershire, GL51 9TX.

 

The group consists of Pentwin Group Limited and all of its subsidiaries.

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 £.

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

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

 

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 cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

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

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -

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

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

The consolidated financial statements do not include the assets and liabilities of the subsidiary undertaking Red Handed Television Limited. The subsidiary was dissolved in September 2023.

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

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

 

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

 

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

1.3
Going concern

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

1.4
Turnover

Turnover 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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years. Goodwill amortisation is included within administrative expenses in the group profit and loss account.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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:

Software
25% straight line
Patents & licences
20% straight line
1.8
Tangible fixed assets

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

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

Freehold land and buildings
2%-4% straight line
Leasehold land and buildings
10% straight line
Leasehold improvements
10% straight line or 15% reducing balance
Plant and equipment
20%-100% straight line or 15%-25% reducing balance
Fixtures and fittings
10%-100% straight line or 15%-25% reducing balance
Computers
15% reducing balance
Motor vehicles
25% straight line or 15%-25% reducing 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 profit and loss account.

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.9
Fixed asset investments

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

 

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

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

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

 

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

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

 

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

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -

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

1.11
Stocks

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

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

1.12
Cash at bank and in hand

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

1.13
Financial instruments

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

 

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

 

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

Basic financial assets

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

Other financial assets

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

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

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

 

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

 

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

Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.14
Equity instruments

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

1.15
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.16
Employee benefits

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

 

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

 

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

1.17
Retirement benefits

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

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.19
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.20
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.

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.

The items in the financial statements where significant judgements and estimates have been made include:

Recoverability of intercompany and related party balances

Intercompany and related party balances are recognised to the extent to which they are recoverable. The directors estimate that the balances are recoverable based on the trading performance and position of the respective entities.

Impairment of investments and goodwill

Investments and goodwill are reviewed for indications of impairment on an annual basis. The directors consider the carrying value of goodwill and investments to be recoverable based on the trading position and performance of the respective underlying entities.

Tangible and intangible fixed assets

Tangible and intangible fixed assets are depreciated/amortised over their useful lives, taking into account residual values where appropriate. The useful lives and residual values are assessed annually and may vary depending on a number of factors. The directors consider the carrying value of tangible and intangible fixed assets to be recoverable based on the estimated resale value of the assets or their estimated value-in-use.

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2023
2022
£
£
Turnover analysed by class of business
Sale of manufactured goods
27,266,691
27,689,162
2023
2022
£
£
Other significant revenue
Interest income
883,891
738,700
Dividends received
112,130
104,737
Grants received
4,773
18,246

All turnover arose within the United Kingdom.

4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
1,527
3,203
Research and development costs
539
360
Government grants
(4,773)
(18,246)
Fees payable to the group's auditor for the audit of the group's financial statements
29,500
23,215
Depreciation of owned tangible fixed assets
533,671
477,463
Depreciation of tangible fixed assets held under finance leases
37,343
45,392
Profit on disposal of tangible fixed assets
(29,176)
(42,087)
Amortisation of intangible assets
939,484
939,209
Operating lease charges
258,484
231,994
5
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
Employees
182
211
5
5
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
7,461,117
6,956,165
271,216
227,111
Social security costs
264,718
358,392
30,014
27,549
Pension costs
245,472
227,652
8,958
10,330
7,971,307
7,542,209
310,188
264,990
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
54,569
51,181
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
346,191
112,370
Interest receivable from group companies
8,375
-
0
Other interest income
529,325
327,003
Total interest revenue
883,891
439,373
Other income from investments
Dividends received
112,130
104,737
Amounts written back on current loans
-
0
299,327
996,021
843,437
Income from fixed asset investments
Income from participating interests - associates
10,960
12,829
Total income
1,006,981
856,266
8
Interest payable and similar expenses
2023
2022
£
£
Interest payable to group undertakings
8,375
-
0
Interest on finance leases and hire purchase contracts
3,983
5,307
Other interest
8,420
2,024
Total finance costs
20,778
7,331
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
9
Gain on/(amounts written off) investments
2023
2022
£
£
Fair value gains/(losses) on financial instruments
Gain/(loss) on financial assets held at fair value through profit or loss
246,440
(862,540)
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
775,779
544,646
Adjustments in respect of prior periods
(248,213)
(125,923)
Total current tax
527,566
418,723
Deferred tax
Origination and reversal of timing differences
49,644
(122,441)
Adjustment in respect of prior periods
56,269
6,928
Total deferred tax
105,913
(115,513)
Total tax charge
633,479
303,210
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
(Continued)
- 26 -

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

2023
2022
£
£
Profit before taxation
2,209,290
1,452,637
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
519,636
276,001
Tax effect of expenses that are not deductible in determining taxable profit
19,849
15,697
Tax effect of income not taxable in determining taxable profit
(95,765)
(20,859)
Tax effect of utilisation of tax losses not previously recognised
-
0
(156)
Unutilised tax losses carried forward
81,369
90,944
Change in unrecognised deferred tax assets
-
0
76
Adjustments in respect of prior years
(191,632)
(118,995)
Depreciation on assets not qualifying for tax allowances
-
0
7,145
Goodwill amortisation
282,777
132,640
Depreciation in excess of capital allowances
53,034
(49,189)
Profit on disposal
(8,004)
-
0
Other timing differences
(25,521)
(31,792)
Profits on associates tax in separate entity
(2,264)
(5,020)
Difference in deferred tax rate
-
12,668
Transition adjustments
-
(5,950)
Taxation charge
633,479
303,210
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
11
Dividends
During the year, dividends were paid to minority interests on the Ordinary shares of Subframes UK Limited amounting to £280,000 (2022: £240,000), on the Ordinary shares of RJP Refrigeration Contractors Limited amounting to £Nil (2022: £74,000), and on the Ordindary shares of Oxford Refrigeration Limited amounting to £62,500 (2022: £90,000).

No dividends were paid to equity holders of the parent company (2022: £Nil).
12
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Total
£
£
£
£
Cost
At 1 January 2023
8,900,547
2,947
16,680
8,920,174
Additions - internally developed
-
0
-
0
1,755
1,755
Additions - separately acquired
-
0
15,000
-
0
15,000
At 31 December 2023
8,900,547
17,947
18,435
8,936,929
Amortisation and impairment
At 1 January 2023
5,576,384
-
0
16,076
5,592,460
Amortisation charged for the year
938,973
-
0
511
939,484
At 31 December 2023
6,515,357
-
0
16,587
6,531,944
Carrying amount
At 31 December 2023
2,385,190
17,947
1,848
2,404,985
At 31 December 2022
3,324,163
2,947
604
3,327,714
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
13
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 January 2023
1,633,186
170,145
203,225
4,476,524
833,027
190,382
1,222,956
8,729,445
Additions
27,820
-
0
637
334,643
19,176
19,983
313,086
715,345
Disposals
-
0
-
0
(7,090)
(883,446)
(41,865)
-
0
(134,966)
(1,067,367)
At 31 December 2023
1,661,006
170,145
196,772
3,927,721
810,338
210,365
1,401,076
8,377,423
Depreciation and impairment
At 1 January 2023
360,307
90,765
130,625
3,149,092
688,348
159,716
547,365
5,126,218
Depreciation charged in the year
42,592
9,996
24,304
239,303
31,152
7,599
216,068
571,014
Eliminated in respect of disposals
-
0
-
0
(6,454)
(658,543)
(29,158)
-
0
(105,303)
(799,458)
At 31 December 2023
402,899
100,761
148,475
2,729,852
690,342
167,315
658,130
4,897,774
Carrying amount
At 31 December 2023
1,258,107
69,384
48,297
1,197,869
119,996
43,050
742,946
3,479,649
At 31 December 2022
1,272,879
79,380
72,600
1,327,432
144,679
30,666
675,591
3,603,227
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
Company
Freehold land and buildings
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2023
532,063
70,074
92,729
694,866
Additions
-
0
-
0
39,850
39,850
Disposals
-
0
-
0
(30,899)
(30,899)
At 31 December 2023
532,063
70,074
101,680
703,817
Depreciation and impairment
At 1 January 2023
145,211
57,495
92,729
295,435
Depreciation charged in the year
20,010
6,991
8,302
35,303
Eliminated in respect of disposals
-
0
-
0
(30,899)
(30,899)
At 31 December 2023
165,221
64,486
70,132
299,839
Carrying amount
At 31 December 2023
366,842
5,588
31,548
403,978
At 31 December 2022
386,852
12,579
-
0
399,431

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£
£
£
£
Motor vehicles
112,025
149,368
-
0
-
0
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
9,700,315
10,168,121
Investments in associates
16
456,508
446,881
500
500
Listed investments
1,971,520
1,725,080
1,971,520
1,725,080
2,428,028
2,171,961
11,672,335
11,893,701
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2023
446,881
1,725,080
2,171,961
Share of associate profit
9,627
246,440
256,067
At 31 December 2023
456,508
1,971,520
2,428,028
Carrying amount
At 31 December 2023
456,508
1,971,520
2,428,028
At 31 December 2022
446,881
1,725,080
2,171,961
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2023
10,168,621
1,725,080
11,893,701
Additions
32,194
-
32,194
Share of associate profit
-
246,440
246,440
At 31 December 2023
10,200,815
1,971,520
12,172,335
Impairment
At 1 January 2023
-
-
-
Impairment losses
500,000
-
500,000
At 31 December 2023
500,000
-
500,000
Carrying amount
At 31 December 2023
9,700,815
1,971,520
11,672,335
At 31 December 2022
10,168,621
1,725,080
11,893,701
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
15
Subsidiaries

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

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Ilco Refrigeration Limited
1
Non-trading
Ordinary
-
100.00
LB Supplies Limited
1
Wholesale of conservatory roof accessories and roof vent accessories
Ordinary
80.00
-
McAlpine Grant Ilco Limited
1
Plumbing, heat and air-conditioning installation
Ordinary
-
100.00
Pentwin Investments Limited
1
Non-trading
Ordinary
100.00
-
R J P Refrigeration Contractors Limited
1
Intermediary holding company
Ordinary
100.00
-
Red Handed Television Limited
2
In liquidation
Ordinary
70.00
-
Sprint Tool and Die Limited
4
Design and manufacture of moulds and die-cast tools
Ordinary
75.00
-
Subframes UK Limited
3
Manufacture of cavity closers
Ordinary
80.00
-
Treleigh Holdings Limited
5
Intermediary holding company
A Ordinary
100.00
-
Treleigh Holdings Limited
5
Intermediary holding company
Ordinary
77.78
-
WES Engineering Solutions Limited
5
Machining
Ordinary
-
80.00
Hardmetal Engineering (Cornwall) Limited
5
Manufacture of metal parts
Ordinary
-
80.00
BC Car Parts Limited
5
Trade of motor vehicle parts and accessories
Ordinary
-
80.00
Oxford Refrigeration Limited
1
Installation of air conditioning, refrigeration and associated services
A Ordinary
-
80.00
Oxford Refrigeration and Air Conditioning Limited
1
Non-trading
Ordinary
-
80.00
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Subsidiaries
(Continued)
- 32 -

Registered office addresses:

 

1. 1 Manor Park Business Centre Mackenzie Way, Swindon Village, Cheltenham, Gloucestershire, England, GL51 9TX

 

2. Lameys, One Courtenay Park, Newton Abbot, Devon, TQ12 2HD

 

3. 2-4 Sawpit Industrial Estate, Tibshelf, Alfreton, Derbyshire, DE55 5NH

 

4. Unit 1 Stafford Park 12, Telford, Shropshire, England, TF3 3BJ

 

5. Unit 3 Jon Davey Drive, Treleigh Industrial Estate, Redruth, Cornwall, England, TR16 4AX

 

Red Handed Television Limited entered voluntary liquidation in April 2020.

 

Welding Electrode Store Limited changed their name by resolution on 30 March 2022 to WES Engineering Solutions Limited.

 

On 13 September 2022, Pentwin Group Limited purchased the remaining 20% of the shares in R J P Refrigeration Limited taking their total shareholding up to 100%.

 

Parent company guarantee of unaudited subsidiaries

 

Pentwin Group Limited as the parent company of the group has provided a statutory guarantee to its subsidiary undertakings for all outstanding liabilities to which those subsidiaries are subject as at 31 December 2023. This enables them to take the BIS exemptions from obtaining a signed statutory audit opinion under 479A of the Companies Act 2006.

 

The companies provided with a statutory guarantee are Ilco Refrigeration Limited (Company no: 01324040), McAlpine Grant Ilco Limited (Company no: 03691073), Pentwin Investments Limited (Company no: 09040842), LB Supplies Limited (Company no: 07400200), R J P Refrigeration Contractors Limited (Company no: 03344678), Subframes UK Limited (Company no: 04633151), Sprint Tool and Die Limited (Company no: 02379659), Treleigh Holdings Limited (Company no: 08943718), BC Car Parts Limited (Company no: 09923856), Hardmetal Engineering (Cornwall) Limited (Company no: 04902425), WES Engineering Solutions Limited (Company no: 02502119), Oxford Refrigeration Limited (Company no: 00664163), and Oxford Refrigeration and Air Conditioning Limited (Company no: 05975703).

16
Associates

Details of associates at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Ocean Transit Limited
Grosvenor House, 1 New Road, Brixham, Devon, TQ5 8LZ
Sea and coastal freight water transport
Ordinary
50
-
Red Handed Corporate Productions Limited
Grosvenor House, 1 New Road, Brixham, Devon, TQ5 8LZ
Dormant
Ordinary
-
50
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
17
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
13,152,579
8,853,007
-
-
Instruments measured at fair value through profit or loss
1,971,520
1,725,080
-
-
Carrying amount of financial liabilities
Measured at amortised cost
3,429,518
3,436,659
-
-

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments.

Financial assets measured at fair value comprise shares held in listed companies. Fair value is determined based on the quoted market price of the shares at the year end.

18
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
291,566
378,079
-
-
Work in progress
292,501
290,480
-
-
Finished goods and goods for resale
1,550,269
1,606,979
-
0
-
0
2,134,336
2,275,538
-
-
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
19
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,172,739
3,659,252
1,507
-
0
Amounts owed by group undertakings
-
-
1,519,004
1,582,699
Other debtors
5,399,684
5,399,649
5,234,371
5,354,346
Prepayments and accrued income
579,760
503,758
146,690
49,408
9,152,183
9,562,659
6,901,572
6,986,453
Amounts falling due after more than one year:
Other debtors
5,559,965
1,971,135
5,559,965
1,971,135
Deferred tax asset (note 24)
4,796
4,818
4,796
4,659
5,564,761
1,975,953
5,564,761
1,975,794
Total debtors
14,716,944
11,538,612
12,466,333
8,962,247
20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
177
337
-
0
-
0
Obligations under finance leases
23
25,482
26,115
-
0
-
0
Payments received on account
231,016
39,051
-
0
-
0
Trade creditors
2,277,254
2,503,834
-
0
(2,958)
Corporation tax payable
684,941
529,390
72,074
21,481
Other taxation and social security
509,414
574,024
21,926
31,943
Government grants
25
64,301
66,080
-
0
-
0
Other creditors
207,676
266,623
501
501
Accruals and deferred income
665,817
544,635
59,299
48,176
4,666,078
4,550,089
153,800
99,143
21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
23
18,879
56,736
-
0
-
0
Other creditors
1,756
-
0
-
0
-
0
20,635
56,736
-
-
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
22
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank overdrafts
177
337
-
0
-
0
Payable within one year
177
337
-
0
-
0

The long-term loans are unsecured.

Amounts are repayable on demand and are interest free.

23
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
25,482
26,115
-
0
-
0
In two to five years
18,879
56,736
-
0
-
0
44,361
82,851
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years at inception. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

 

Finance lease obligations are secured over the assets to which they relate.

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
495,527
465,098
4,796
4,818
Investments
392,833
330,770
-
-
888,360
795,868
4,796
4,818
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
24
Deferred taxation
(Continued)
- 36 -
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£
£
£
£
Accelerated capital allowances
-
-
4,796
4,659
Investments
392,833
330,770
-
-
392,833
330,770
4,796
4,659
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
791,050
326,111
Charge to profit or loss
92,514
61,926
Liability at 31 December 2023
883,564
388,037
25
Government grants
Group
Company
2023
2022
2023
2022
£
£
£
£
Deferred grants
64,301
66,080
-
-
26
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
245,472
227,652

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.

At the year end, the group's commitments in respect of defined contribution pensions schemes totalled £32,914 (2022: £30,673).

 

At the year end, the company's commitments in respect of defined contribution pensions schemes totalled £1,423 (2022: £1,756).

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 37 -
27
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
2,025,000
2,025,000
20,250
20,250
28
Reserves
Profit and loss reserves

Profit and loss reserves represent accumulated realised profits less accumulated realised losses and dividends paid.

29
Operating lease commitments
Lessee

Operating lease payments represent rentals payable by the group for certain of its properties and motor vehicles. Property leases are negotiated for an average term of 5 years. Vehicle leases are negotiated for an average term of 3 years.

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
59,306
71,143
-
-
Between two and five years
24,504
63,094
-
-
83,810
134,237
-
-
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
30
Related party transactions
Transactions with related parties
Other income
2023
2022
£
£
Company
Entities over which the entity has control, joint control or significant influence
2,046,535
1,989,748

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
Balance
Balance
£
£
Group
Other related parties
1,200,000
1,200,000
Company
Entities over which the company has control, joint control or significant influence
1,561,619
1,850,562
Other related parties
1,200,000
1,200,000

Related party transactions consist of:

 

Related party balances at the year end consist of:

31
Controlling party

The estate of Mr A J Rawson is considered to be the ultimate controlling party by virtue of its majority shareholding.

PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 39 -
32
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Profit for the year after tax
1,575,811
1,149,427
Adjustments for:
Share of results of associates and joint ventures
(9,627)
(26,421)
Taxation charged
633,479
303,210
Finance costs
20,778
7,331
Investment income
(1,006,981)
(856,266)
Gain on disposal of tangible fixed assets
(29,176)
(42,087)
Amortisation and impairment of intangible assets
939,484
939,209
Depreciation and impairment of tangible fixed assets
571,014
522,855
Other gains and losses
(246,440)
862,540
Movements in working capital:
Decrease/(increase) in stocks
141,202
(96,955)
Increase in debtors
(3,291,246)
(1,376,784)
Decrease in creditors
(35,234)
(401,790)
Decrease in deferred income
(1,779)
(1,779)
Cash (absorbed by)/generated from operations
(738,715)
982,490
33
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
13,589,279
(783,393)
12,805,886
Bank overdrafts
(337)
160
(177)
13,588,942
(783,233)
12,805,709
Obligations under finance leases
(82,851)
38,490
(44,361)
13,506,091
(744,743)
12,761,348
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 40 -
34
Prior period adjustment

 

Adjustments to equity - group
1 January
31 December
2022
2022
Notes
£
£
Adjustments to prior year
Goodwill
1
-
(939,467)
Goodwill amortisation
1
-
31,316
Total adjustments
-
(908,151)
Analysis of the effect upon equity
Profit and loss reserves
-
(701,429)
Adjustments to profit for the previous financial period
2022
Notes
£
Adjustments to prior year
Goodwill
1
-
Goodwill amortisation
1
31,316
Adjustments to equity - company
The prior period adjustments do not give rise to any effect upon equity.
Adjustments to loss for the previous financial period
2022
£
Adjustments to prior year
Total adjustments
-
PENTWIN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
34
Prior period adjustment
(Continued)
- 41 -
Notes to reconciliation
Acquisition of minority shareholder interests

During the prior year, the group acquired interests from minority shareholders in R J P Refrigeration Contractors Limited. The difference between the consideration paid and the minority interest at the date of acquisition was treated as additional goodwill which was aggregated with the original goodwill arising on the acquisition.

 

Pursuant to FRS102, an entity shall treat changes in a parent’s controlling interest in a subsidiary that do not result in a loss of control as transactions with equity holders in their capacity as equity holders. The carrying amount of the non-controlling interest should be adjusted to reflect the change in the parent’s interest in the subsidiary’s net assets. Any difference between the amount by which the non-controlling interest is so adjusted and the fair value of the consideration paid or received, if any, shall be recognised directly in equity and attributed to equity holders of the parent. An entity shall not recognise a gain or loss on these changes. Also, an entity shall not recognise any change in the carrying amounts of assets including goodwill) or liabilities as a result of such transactions.

 

The impact of the prior year adjustment was to reduce the cost of goodwill by £939,467 as at 31 December 2022 and reduce the goodwill amortisation charge by £31,316 as at 31 December 2022.

2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.210Mr A J RawsonMr R CoxMr I A WebbMr I A WebbMr S E 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