Registration number:
for the
Year Ended 31 December 2023
Lapwing Holdco Ltd
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
Lapwing Holdco Ltd
Company Information
Directors |
Dwayne Ball James Richard Ball |
Registered office |
|
Auditors |
|
Lapwing Holdco Ltd
Strategic Report for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
Principal activity
The principal activity of the group is the provision of top-quality construction tools, site supplies and consumables across the UK. The group benefits from a broad customer base of businesses within the civil engineering, utilities, ground working and highway maintenance industries. The principal activity of the company is that of an investment company.
Fair review of the business
The results for the year which are set out in the profit and loss account show turnover of £18,152,772 (2022 - £19,979,452) and an operating profit of £1,522,621 (2022 - £1,823,708). At 31 December 2023, the group had net assets of £5,767,105 (2022 - £5,394,576). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
The group's key financial and other performance indicators during the year were as follows:
Financial KPIs |
Unit |
2023 |
2022 |
Revenue |
£ |
18,152,772 |
19,979,452 |
Operating profit |
£ |
1,522,621 |
1,823,708 |
Net assets |
£ |
5,767,105 |
5,394,576 |
Principal risks and uncertainties
The principal risks to the group are set out below. A risk management policy has been established and the directors are closely involved in running the business and are proactive in identifying and responding to relevant risks.
Competition
The group operates in a competitive market which is subject to pricing pressure from customers as well as their competitors. The group adapts accordingly to changes in the market place and seeks new markets to reduce the threat of competition.
Supply chain management
Inventory management is key to the business and it must continue to ensure it maintains a responsive and flexible supply chain. The group have a large product portfolio and number of suppliers which aids in minimising supply chain disruption.
Foreign exchange
The group acquires a proportion of its inventory in both Euros and US Dollars. The group in part mitigates this risk by matching receipts and payments in currency and through short- and medium-term cash flow planning.
Approved by the
Director
Lapwing Holdco Ltd
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the for the year ended 31 December 2023.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The group's financial instruments comprise cash and liquid resources, and various other items such as trade debtors, trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group. The main risks arising from the group's operations are set out below:
Credit risk, liquidity risk and cash flow risk
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss to the other party by failing to discharge an obligation. The group makes sales on credit terms to a number of its customers. Before such terms are agreed an assessment of the customers credit rating is undertaken to ensure that customers do not represent a major credit risk to the group. Credit limits are then set accordingly. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The group held cash of £1,797,998 at the year end date. The directors constantly monitor cash flows to ensure that the group has sufficient liquid resources to meet its operational requirements.
Cash flow risk
Cash flow risk is the risk that inflows and outflows of cash and cash equivalents will not be sufficient to finance day-to-day operations of the group. The group manages cash flow by active management of working capital and negotiating terms with customers and suppliers to maintain available funds to meet its liabilities as they fall due.
Future developments
The directors remain hopeful that the business can grow and that the business performance can be maintained, despite the challenging economic headwinds.
The government has indicated it will support infrastructure investment, which in turn should benefit the construction market. A potential stagnation in sales of residential property from increased interest rates, may have a knock on effect for many areas of the construction industry.
Interest could increase further, but the impact of the cost of borrowing for the business is expected to be limited.
Going concern
Forecasts have been prepared that reflect estimates of future performance. As at 31 December 2023, the group had net assets of £5,767,105 (2022 - £5,394,576) and access to cash reserves of £1,797,998 (2022 - £1,240,408). Based on forecasts prepared and the funds available, the directors believe that there are sufficient resources for the company and group to continue business for at least 12 months post signing of the financial statements. As such, the directors believe it is appropriate for the financial statements to be prepared on the going concern basis.
Lapwing Holdco Ltd
Directors' Report for the Year Ended 31 December 2023
Directors' liabilities
The group has indemnified, by means of directors’ and officers’ liability insurance, the directors of the group against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act. Such qualifying third party indemnity provision was in force during the year and is in force at the date of approving the Directors’ Report.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors Hazlewoods LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved by the
Director
Lapwing Holdco Ltd
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' 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:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Lapwing Holdco Ltd
Independent Auditor's Report to the Members of Lapwing Holdco Ltd
Opinion
We have audited the financial statements of Lapwing Holdco Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2023 and of the group's 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The 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.Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
Lapwing Holdco Ltd
Independent Auditor's Report to the Members of Lapwing Holdco Ltd
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and 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 group or 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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
• |
reading minutes of meetings of those charged with governance. |
Lapwing Holdco Ltd
Independent Auditor's Report to the Members of Lapwing Holdco Ltd
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the 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.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Lapwing Holdco Ltd
Consolidated Profit and Loss Account for the Year Ended 31 December 2023
Note |
Year ended 31 December 2023 |
1 August 2021 to 31 December 2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar charges |
( |
( |
|
Share of profit of equity accounted investees |
- |
|
|
Profit before tax |
|
|
|
Taxation |
( |
( |
|
Profit for the financial year |
|
|
|
Profit attributable to: |
|||
Owners of the company |
|
|
|
Minority interests |
|
|
|
|
|
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
Lapwing Holdco Ltd
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2023
31 December |
1 August 2021 to December |
|
Profit for the year |
|
|
Share of associates and joint ventures other comprehensive income |
- |
( |
Gain on negative goodwill |
- |
3,323,487 |
- |
3,225,283 |
|
Total comprehensive income for the year |
|
|
Total comprehensive income attributable to: |
||
Owners of the company |
|
|
Minority interests |
|
|
|
|
Lapwing Holdco Ltd
(Registration number: 12111920)
Consolidated Balance Sheet as at 31 December 2023
Note |
31 December |
31 December |
|
Negative goodwill |
(196,679) |
(218,464) |
|
Intangible assets not including goodwill |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
325 |
300 |
|
Retained earnings |
4,696,203 |
4,451,592 |
|
Equity attributable to owners of the company |
4,696,528 |
4,451,892 |
|
Non-controlling interests |
1,070,577 |
942,684 |
|
Shareholders' funds |
5,767,105 |
5,394,576 |
Approved and authorised by the
Director
Lapwing Holdco Ltd
(Registration number: 12111920)
Balance Sheet as at 31 December 2023
Note |
31 December 2023 |
31 December 2022 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Profit and loss account |
|
|
|
Total equity |
|
|
The company made a profit after tax for the financial year of £181,633 (2022 - profit of £255,494).
Approved and authorised by the
Director
Lapwing Holdco Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company
Share capital |
Profit and loss account |
Total |
Non- controlling interests |
|
At 1 January 2023 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
- |
New share capital subscribed |
|
- |
|
- |
Purchase of own share capital in subsidiary |
- |
(600,000) |
(600,000) |
- |
At 31 December 2023 |
|
|
|
|
Share capital |
Profit and loss account |
Total |
Non- controlling interests |
|
At 1 August 2021 |
|
- |
|
- |
Profit for the year |
- |
|
|
|
Other comprehensive income |
- |
|
|
- |
Total comprehensive income |
- |
|
|
|
Dividends |
- |
( |
( |
- |
At 31 December 2022 |
|
|
|
|
Lapwing Holdco Ltd
Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital |
Profit and loss account |
Total |
|
At 1 January 2023 |
|
|
|
Profit for the year |
- |
|
|
Dividends |
- |
( |
( |
New share capital subscribed |
|
- |
|
At 31 December 2023 |
|
|
|
Share capital |
Profit and loss account |
Total |
|
At 1 August 2021 |
|
- |
|
Profit for the year |
- |
|
|
Dividends |
- |
( |
( |
At 31 December 2022 |
|
|
|
Lapwing Holdco Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2023
Note |
Year ended 31 December 2023 |
1 August 2021 to 31 December 2022 |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Loss on disposal of tangible assets |
|
- |
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Share of profit/loss of equity accounted investees |
- |
( |
|
Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Increase in stocks |
( |
( |
|
Decrease/(increase) in trade debtors |
|
( |
|
Increase in trade creditors |
|
|
|
Cash generated from operations |
|
|
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
( |
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
- |
|
Acquisition of intangible assets |
- |
( |
|
Acquisition of subsidiaries |
- |
|
|
Net cash flows from investing activities |
( |
|
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Purchase of shares in subsidiary |
( |
- |
|
Repayment of bank borrowing |
( |
- |
|
Proceeds from other borrowing draw downs |
- |
|
|
Repayment of other borrowing |
( |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
|
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 1 January 2023 (2022: 1 August 2022) |
|
- |
|
Cash and cash equivalents at 31 December |
1,797,998 |
1,240,408 |
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Going concern
Forecasts have been prepared that reflect estimates of future performance. At 31 December 2023, the group had net assets of £5,767,105 (2022 - £5,394,576) and access to cash reserves of £1,797,998 (2022 - £1,240,408). Based on forecasts prepared and the funds available, the directors believe that there are sufficient resources for the company and group to continue business for at least 12 months post signing of the financial statements. As such, the directors believe it is appropriate for the financial statements to be prepared on the going concern basis.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
Turnover is recognised when its value can be measured reliably, it is probable that future economic benefits will flow to the entity and the cost incurred in relation to the transaction can be specific measured reliably.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Motor vehicles |
33% reducing balance |
Furniture, fittings and equipment |
25% reducing balance |
Land |
Not depreciated |
Long leasehold property |
10 years straight line |
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Intangible assets
Software developments costs are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
10 years straight line |
Software development costs |
5 years straight line |
Negative goodwill |
Over the period in which non-monetary assets are recovered |
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the average cost method.
The cost of finished goods comprises direct materials and those overheads that have been incurred in bringing the inventories to their present location and condition.
At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
31 December |
1 August 2021 to December |
|
Sale of goods |
|
|
The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.
Other operating income |
The analysis of the group's other operating income for the year is as follows:
31 December |
1 August 2021 to December |
|
Miscellaneous other operating income |
|
|
Operating profit |
Arrived at after charging/(crediting)
31 December |
1 August 2021 to December |
|
Depreciation expense |
|
|
Amortisation expense |
( |
( |
Foreign exchange losses |
|
|
Operating lease expense - other |
|
|
Other interest receivable and similar income |
31 December |
1 August 2021 to December |
|
Interest income on loans with related parties |
12,169 |
67,627 |
Interest income on bank deposits |
|
|
|
|
Interest payable and similar expenses |
31 December |
1 August 2021 to December |
|
Interest expense on other finance liabilities |
|
|
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
Year ended 31 December 2023 |
1 August 2021 to 31 December 2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
Year ended 31 December 2023 |
1 August 2021 to 31 December 2022 |
|
Sales, marketing and distribution |
|
59 |
Company
The company incurred no staff costs and had no employees other than the directors.
Directors' remuneration |
The directors' remuneration for the year was as follows:
31 December |
1 August 2021 to December |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
181,321 |
189,570 |
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Auditor's remuneration |
31 December |
1 August 2021 to December |
|
Audit of these financial statements |
2,625 |
2,500 |
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
23,625 |
31,350 |
|
|
|
Other fees to auditors |
||
Taxation compliance services |
|
|
All other non-audit services |
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
31 December |
1 August 2021 to December |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
( |
( |
293,153 |
255,511 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
11,194 |
7,879 |
Total deferred taxation |
|
|
Tax expense in the profit and loss account |
|
|
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
31 December |
1 August 2021 to December |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of revenues exempt from taxation |
- |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Deferred tax expense relating to changes in tax rates or laws |
|
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
( |
Tax increase from effect of capital allowances and depreciation |
|
|
Other tax effects for reconciliation between accounting profit and tax expense (income) |
- |
( |
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
2023 |
Liability |
Fixed asset timing differences |
|
Short term timing differences |
( |
|
2022 |
Liability |
Fixed asset timing differences |
|
|
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Intangible assets |
Group
Goodwill |
Software development costs |
Negative goodwill |
Total |
|
Cost |
||||
At 1 January 2023 |
|
|
( |
|
At 31 December 2023 |
|
|
( |
|
Amortisation |
||||
At 1 January 2023 |
|
|
( |
|
Amortisation charge |
- |
|
( |
( |
At 31 December 2023 |
|
|
( |
|
Carrying amount |
||||
At 31 December 2023 |
- |
|
( |
( |
At 31 December 2022 |
- |
|
( |
( |
Negative goodwill is being amortised over the period in which the fair value of the non-monetary assets purchased are recovered. The balance has a remaining life of ten years.
Tangible assets |
Group
Furniture, fittings and equipment |
Motor vehicles |
Long leasehold property |
Total |
|
Cost |
||||
At 1 January 2023 |
|
|
|
|
Acquired through business combinations |
|
|
- |
|
Additions |
|
|
- |
|
Disposals |
- |
( |
- |
( |
At 31 December 2023 |
|
|
|
|
Depreciation |
||||
At 1 January 2023 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
- |
( |
- |
( |
At 31 December 2023 |
|
|
|
|
Carrying amount |
||||
At 31 December 2023 |
|
|
|
|
At 31 December 2022 |
|
|
|
|
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Investments |
Company
31 December |
31 December |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost |
|
At 1 January 2023 |
|
At 31 December 2023 |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
|||
Subsidiary undertakings |
||||
|
Unit 3 Dadge Road, Keytec East
|
|
|
|
Subsidiary undertakings |
Lapwing UK. Ltd The principal activity of Lapwing UK. Ltd is |
Stocks |
Group |
Company |
|||
31 December |
31 December |
31 December |
31 December |
|
Finished goods and goods for resale |
|
|
- |
- |
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Debtors |
Group |
Company |
|||
31 December 2023 |
31 December 2022 |
31 December 2023 |
31 December 2022 |
|
Trade debtors |
|
|
- |
- |
Amounts owed by related parties |
|
|
|
- |
Other debtors |
|
|
|
|
Prepayments |
|
|
|
|
Corporation tax asset |
|
- |
- |
- |
|
|
|
|
Creditors |
Group |
Company |
||||
Note |
31 December 2023 |
31 December 2022 |
31 December 2023 |
31 December 2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
Amounts due to group undertakings |
- |
- |
|
|
|
Social security and other taxes |
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
Other creditors |
|
|
- |
- |
|
Accrued expenses |
|
|
- |
- |
|
Corporation tax liability |
- |
225,755 |
25,106 |
22,400 |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
|
|
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Loans and borrowings |
Group |
Company |
|||
31 December |
31 December |
31 December |
31 December |
|
Current loans and borrowings |
||||
Bank borrowings |
|
|
|
|
Other borrowings |
|
|
- |
- |
|
|
|
|
Group |
Company |
|||
31 December |
31 December |
31 December |
31 December |
|
Non-current loans and borrowings |
||||
Bank borrowings |
|
|
|
|
Other borrowings |
- |
|
- |
- |
|
|
|
|
Bank borrowings
Bank borrowings comprises the following:
1) A Coronavirus Business Interruption Loan ('CBILS') of £nil (2022 - £315,814). The loan was repayable in 59 equal instalments of £8,333 that commenced in July 2021. Following a £35,000 repayment in November 2022, it was repayable in 42 equal instalments of £7,519 as at 31 December 2022. The outstanding loan balance of £249,620 was repaid in full in October 2023. Interest was payable monthly from July 2021 at a rate of 3.99% per annum over the Bank of England base rate.
2) A mortgage with a carrying value of £1,279,454 (2022 - £1,332,254). The loan is repayable in monthly instalments of £7,943 over 20 years, with the balance repayable at the end of the loan term. Interest accrues at a fixed rate of 3.25% for the first 10 years. Amounts due in more than five years amount to £802,860 (2022 - £988,238). The loan is secured against property held by the group.
Other borrowings
Other borrowings comprise directors' loan accounts with a carrying amount of £13,461 (2022 - £557,702).
In January 2022, a director advanced the company £575,000 under a specific loan agreement. The loan carried a nominal interest rate of 3.5%. The loan was repayable in monthly instalments of £10,915 with the final instalment due in February 2027. The loan has been voluntarily repaid in full during the year. At the balance sheet date the carrying amount of the loan is £nil (2022 - £486,007).
Director loans of £13,461 (2022 - £71,695) are repayable on demand and carry no interest.
Provisions for liabilities |
Group
Deferred tax |
|
At 1 January 2023 |
|
Increase in existing provisions |
|
At 31 December 2023 |
|
|
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
31 December 2023 |
31 December 2022 |
|||
No. |
£ |
No. |
£ |
|
Ordinary A of £1 each |
125 |
125 |
125 |
125 |
Ordinary B of £1 each |
25 |
25 |
25 |
25 |
Ordinary C of £1 each |
125 |
125 |
125 |
125 |
Ordinary D of £1 each |
25 |
25 |
25 |
25 |
W shares of £1 each |
25 |
25 |
- |
- |
325 |
325 |
300 |
300 |
Ordinary shares rank pari passu and carry full voting and equity rights.
The W shares are each a different class of share and carry no right to vote. The shares are entitled to capital on winding up only to the extent paid up for the share and to dividends equal to an amount determined by the directors of the company.
Reserves |
Called up share capital
This represents the nominal value of the issued share capital.
Profit and loss account
This distributable reserve represents the cumulative profits or losses, net of dividends and other adjustments.
Non-controlling interest (group only)
This represents the cumulative profits or losses, net of dividends and other adjustments, attributable to minority interests.
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
31 December |
31 December |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Analysis of changes in net debt |
Group
At 1 January 2023 |
Financing cash flows |
Other non-cash changes |
At 31 December 2023 |
|
Cash and cash equivalents |
||||
Cash |
557,590 |
1,240,408 |
- |
1,797,998 |
Borrowings |
||||
Bank borrowings |
(1,332,254) |
95,319 |
(42,519) |
(1,279,454) |
Other borrowings |
(873,516) |
860,055 |
- |
(13,461) |
(2,205,770) |
955,374 |
(42,519) |
(1,292,915) |
|
|
||||
( |
|
( |
|
Dividends |
31 December 2023 |
31 December 2022 |
|
Dividends paid |
55,425 |
210,000 |
Related party transactions |
Transactions with directors
At the balance sheet date the directors were owed £13,461 (2022 - £557,702) by the group.
Transactions with related parties
During the period sales of £724,401 (2022 - £1,811,606), management and interest charges of £12,169 (2022 - £67,127) were made to and purchases of £413,054 (2022 - £591,592) were made from companies under common ownership. Advances of £nil (2022 - £430,000) and repayments of £1,490,114 (2022 - £260,000) were also made during the year. At the balance sheet date the amount due from these companies was £nil (2022 - £1,490,072).
Transactions with shareholders
During the year, payments of £120,000 have been made to the Ball Family Trust of which certain shareholders are trustees.
Financial instruments |
Group
Items of income, expense, gains or losses
31 December |
Income |
Expense |
Net gains |
Net losses |
Financial liabilities measured at amortised cost |
27,164 |
71,875 |
- |
- |
31 December |
Income |
Expense |
Net gains |
Net losses |
Financial liabilities measured at amortised cost |
68,692 |
102,890 |
- |
- |
Lapwing Holdco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
The total interest expense for financial liabilities not measured at fair value through profit or loss is £71,875 (2022 - £102,890).
Parent and ultimate parent undertaking |
No one person has overall control.