REGISTERED NUMBER: 11099036 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2023 |
for |
Lyster Holdings Ltd |
REGISTERED NUMBER: 11099036 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2023 |
for |
Lyster Holdings Ltd |
Lyster Holdings Ltd (Registered number: 11099036) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Consolidated Statement of Comprehensive Income | 8 |
Consolidated Balance Sheet | 9 |
Company Balance Sheet | 10 |
Consolidated Statement of Changes in Equity | 11 |
Company Statement of Changes in Equity | 12 |
Consolidated Cash Flow Statement | 13 |
Notes to the Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Financial Statements | 15 |
Lyster Holdings Ltd |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Certified Accountants |
and Statutory Auditors |
Seymour Chambers |
92 London Road |
Liverpool |
Merseyside |
L3 5NW |
Lyster Holdings Ltd (Registered number: 11099036) |
Group Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report of the company and the group for the year ended 31 December 2023. |
Lyster Holdings Ltd is the holding company for Oil Salvage Ltd and Vernon Developments UK Ltd, owning 100% of the share capital in both companies Oil Salvage Ltd and Vernon Developments UK Ltd have been trading successfully for several decades. |
Oil Salvage Ltd is one of Britain's largest specialist waste oil management and oil recycling organisations. The company remains committed to an ongoing capital expenditure programme to help satisfy ever changing waste oils legislation, which has seen large amounts of capital used to develop the site and plant & machinery which has led to continued compliance with waste oils legislation and has also resulted in improved profit margins. |
Vernon Developments UK Ltd is company that owns and rents land to Oil Salvage Ltd in relation to the site that it trades from. Vernon Developments Ltd also trades occasionally in scrap metals. |
REVIEW OF BUSINESS |
The main group activity is through trading and recycling waste oil products through Oil Salvage Ltd. 2023 has seen Oil Salvage Ltd continue to deliver successful results year on year. The group turnover during 2023 has decreased as expected due to the decrease in oil price resulting from the start of the Ukraine war. Group Turnover for 2023 has come in at £26,635,843, compared to £34,117,968 in 2022, which is a 21.93% year on year decrease. The group turnover was driven almost entirely by Oil Salvage Ltd, which contributed £26,488,846. |
Gross and net profit margins are considered by the directors to be a key performance indicator for both the group and the main trading subsidiary Oil Salvage Ltd. Gross profit margins have decreased due to the decrease in the global oil price during the year with the year coming in at 31.89% (2022 - 42.79%) Group profits before taxation have come in at £4,795,076 (2022 - £11,892,607) which is a 18% return for the year. Again, this is driven by the activity in Oil Salvage Ltd. Vernon Developments Ltd main activity of the lease of the land that Oil Salvage Ltd trades from does not contribute material income to the group due to the elimination of inter group transactions. |
The group, through Oil Salvage Ltd, will continue to invest in new plant & machinery to increase the purity of the oil they produce to open up new revenue streams and improve margins and comply with vehicle emissions standards, over £3.6 million has been invested in 2023 in our fixed assets (see page 21).During the year the group purchased the main trading site for £1.2million which is owned by the subsidiary Vernon Developments Ltd. As previously mentioned, significant investment has taken place during 2023 and in the 5 years prior to this, in specific plant & machinery, further investment in the site will continue through 2024, which is expected to allow further growth for Oil Salvage Ltd in 2024 and beyond. |
The group has seen a cash decline from the previous year, the decreased cash flows during the year are related the the groups investment in the expansion of newly built refinery during the year which expected to go online in 2024. The group is showing a cash decrease of £3,199,350 at 31/12/23, as detailed on page 14, despite investing over £2.3 million in asset investment during the year and the group maintains a healthy cash balance of £6,102,655 at 31/12/23. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The risks to the group lie within the main trading subsidiary, Oil Salvage Ltd. Routine Environment Agency site visits have not raised any concerns and show Lyster Holdings Ltd's commitment to minimising the impact of the group on the environment. Possible breach of environmental legislation and resulting fines will continue to be a risk to the group and will keep management on their toes. Further changes to regulations regarding the quality of waste oils could result in increases to direct costs, but the group has the margins to be able to absorb additional costs without it affecting the business significantly. There are added pressures on cash flows at the moment due to the plant improvement project, but as this is coming to an end and the group still has available cash this will not impact on the group going forward. The volatility of global oil prices will always be a risk to the performance of profit margins, but due to the buoyant market at present, the business will be able to withstand drops in oil prices comfortably in the short to medium term, which would give them time to adjust for the long term. The spike in global energy prices will continue to impact the net profit margins for the foreseeable future, but due to the economies of scale that the business is currently achieving, these increases in energy prices will be easily absorbed without impacting seriously on profit margins. |
ON BEHALF OF THE BOARD: |
Lyster Holdings Ltd (Registered number: 11099036) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023. |
DIVIDENDS |
Interim dividends per share were paid as follows: |
Ordinary A £1 shares | NIL |
Ordinary B £1 shares | £9,719 |
Ordinary C £1 shares | £5,614 |
Ordinary D £1 shares | £9,871 |
Ordinary E £1 shares | £9,699 |
Preference shares | £1.50 |
The directors recommend that no final dividends be paid. |
The total distribution of dividends for the period ended 31 December 2023 will be £7,863,710. |
RESEARCH AND DEVELOPMENT |
Lyster Holdings Ltd is committed to a continuing research & development program through it's main trading subsidiary Oil Salvage Ltd. Area's of research involve the development of processes to improve the quality of re-cycled oils and improvements to processes to improve the efficiency of the business. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
Lyster Holdings Ltd (Registered number: 11099036) |
Report of the Directors |
for the Year Ended 31 December 2023 |
AUDITORS |
The auditors, Douglas Fairless Partnership, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Lyster Holdings Ltd |
Opinion |
We have audited the financial statements of Lyster Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company 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 Auditors' 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 and the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept 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. |
Report of the Independent Auditors to the Members of |
Lyster Holdings Ltd |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the 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. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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. |
In identifying and assessing risks of material misstatement in the financial statements in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: |
- the nature of the industry and sector, the control environment and the impact of business performance on Directors earnings. |
- results of our enquiries of management and key finance persons about their own identification and assessment of the risks and irregularities. |
- any matters we identified after obtaining and reviewing company policies and procedures relating to; identifying, evaluating and complying with laws and regulations. Detecting and responding to risks of fraud. The internal controls in place to mitigate the risks of fraud or non-compliance with laws and regulations. |
From this assessment, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis of our opinion. Our procedures to respond to risks identified included the following: |
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
- enquiring of management concerning actual and potential litigation and claims; |
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- reading minutes of meetings of those charged with governance, reviewing correspondence with HMRC; and |
- in addressing the risk of fraud through management override of controls; we have tested the operational effectiveness of internal controls relevant to the financial statements, tested the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
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 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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Lyster Holdings Ltd |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
Douglas Fairless Partnership |
Chartered Certified Accountants |
and Statutory Auditors |
Seymour Chambers |
92 London Road |
Liverpool |
Merseyside |
L3 5NW |
Lyster Holdings Ltd (Registered number: 11099036) |
Consolidated |
Statement of Comprehensive |
Income |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
TURNOVER | 3 | 26,635,843 | 34,117,968 |
Cost of sales | 18,142,228 | 19,518,983 |
GROSS PROFIT | 8,493,615 | 14,598,985 |
Administrative expenses | 6,058,948 | 5,267,303 |
2,434,667 | 9,331,682 |
Other operating income | 2,249,397 | 2,552,281 |
OPERATING PROFIT | 5 | 4,684,064 | 11,883,963 |
Interest receivable and similar income | 121,740 | 8,644 |
PROFIT BEFORE TAXATION | 4,805,804 | 11,892,607 |
Tax on profit | 6 | 984,185 | 2,285,440 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
3,821,619 |
9,607,167 |
Profit attributable to: |
Owners of the parent | 3,821,619 | 9,607,167 |
Total comprehensive income attributable to: |
Owners of the parent | 3,821,619 | 9,607,167 |
Lyster Holdings Ltd (Registered number: 11099036) |
Consolidated Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 12 | - | - |
Tangible assets | 13 | 13,021,070 | 10,535,014 |
Investments | 14 | - | - |
13,021,070 | 10,535,014 |
CURRENT ASSETS |
Stocks | 15 | 2,756,712 | 2,319,575 |
Debtors | 16 | 4,166,795 | 4,269,747 |
Cash at bank and in hand | 6,102,655 | 9,437,524 |
13,026,162 | 16,026,846 |
CREDITORS |
Amounts falling due within one year | 17 | 5,736,758 | 2,646,541 |
NET CURRENT ASSETS | 7,289,404 | 13,380,305 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
20,310,474 |
23,915,319 |
PROVISIONS FOR LIABILITIES | 21 | 1,996,726 | 1,559,480 |
NET ASSETS | 18,313,748 | 22,355,839 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 101,105 | 101,105 |
Retained earnings | 23 | 18,212,643 | 22,254,734 |
SHAREHOLDERS' FUNDS | 18,313,748 | 22,355,839 |
The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2024 and were signed on its behalf by: |
V R Vernon - Director |
Lyster Holdings Ltd (Registered number: 11099036) |
Company Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 12 |
Tangible assets | 13 |
Investments | 14 |
CURRENT ASSETS |
Debtors | 16 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 17 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Retained earnings | 23 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 7,865,323 | 1,461,517 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Lyster Holdings Ltd (Registered number: 11099036) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 | 101,105 | 14,105,067 | 14,206,172 |
Changes in equity |
Dividends | - | (1,457,500 | ) | (1,457,500 | ) |
Total comprehensive income | - | 9,607,167 | 9,607,167 |
Balance at 31 December 2022 | 101,105 | 22,254,734 | 22,355,839 |
Changes in equity |
Dividends | - | (7,863,710 | ) | (7,863,710 | ) |
Total comprehensive income | - | 3,821,619 | 3,821,619 |
Balance at 31 December 2023 | 101,105 | 18,212,643 | 18,313,748 |
Lyster Holdings Ltd (Registered number: 11099036) |
Company Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2023 |
Lyster Holdings Ltd (Registered number: 11099036) |
Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 6,438,477 | 11,332,993 |
Tax paid | (1,089,608 | ) | (1,631,306 | ) |
Net cash from operating activities | 5,348,869 | 9,701,687 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (3,628,739 | ) | (1,928,630 | ) |
Sale of tangible fixed assets | - | 13,026 |
Interest received | 121,740 | 8,644 |
Net cash from investing activities | (3,506,999 | ) | (1,906,960 | ) |
Cash flows from financing activities |
Amount introduced by directors | 1 | 2 |
Amount withdrawn by directors | 2,822,489 | (1,470,780 | ) |
Equity dividends paid | (7,863,710 | ) | (1,457,500 | ) |
Net cash from financing activities | (5,041,220 | ) | (2,928,278 | ) |
(Decrease)/increase in cash and cash equivalents | (3,199,350 | ) | 4,866,449 |
Cash and cash equivalents at beginning of year |
2 |
9,302,005 |
4,435,556 |
Cash and cash equivalents at end of year | 2 | 6,102,655 | 9,302,005 |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.23 | 31.12.22 |
£ | £ |
Profit before taxation | 4,805,804 | 11,892,607 |
Depreciation charges | 993,237 | 925,585 |
Loss/(profit) on disposal of fixed assets | 149,445 | (9,598 | ) |
Government grants | 3 | (2 | ) |
Finance income | (121,740 | ) | (8,644 | ) |
5,826,749 | 12,799,948 |
Increase in stocks | (437,137 | ) | (823,496 | ) |
Decrease/(increase) in trade and other debtors | 216,152 | (577,626 | ) |
Increase/(decrease) in trade and other creditors | 832,713 | (65,833 | ) |
Cash generated from operations | 6,438,477 | 11,332,993 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 6,102,655 | 9,437,524 |
Bank overdrafts | - | (135,519 | ) |
6,102,655 | 9,302,005 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 9,437,524 | 4,596,445 |
Bank overdrafts | (135,519 | ) | (160,889 | ) |
9,302,005 | 4,435,556 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.1.23 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 9,437,524 | (3,334,869 | ) | 6,102,655 |
Bank overdrafts | (135,519 | ) | 135,519 | - |
9,302,005 | (3,199,350 | ) | 6,102,655 |
Total | 9,302,005 | (3,199,350 | ) | 6,102,655 |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Lyster Holdings Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The consolidated financial statements incorporate those of Lyster Holdings Ltd and all of it's subsidiaries, all group companies are 100% subsidiaries of Lyster holdings Ltd. |
All financial statements of the group companies are made up to 31st December 2023 and all intra-group transactions between group companies have been eliminated on consolidation. |
Significant judgements and estimates |
The directors have made judgements regarding the depreciation of fixed assets and provision for sludge within stock. |
Turnover |
Turnover represents net invoice value of goods or services provided during the period, excluding value added tax. |
Revenue is recognised based on delivery date of the goods or service. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Freehold property | - |
Short leasehold | - |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Tangible fixed assets are initially measured at cost. After initial recognition, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. |
Freehold property is held at cost value for land, under FRS102 section 17.16 land is deemed to have an unlimited useful life therefore no depreciation is charged. |
No depreciation has been charged on the costs to date contained within Plant & Machinery which represent an asset under construction, as the asset is not in use, depreciation will be charged once the asset is fully live. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for any waste and evaporation element. Cost is based on the purchase price of oils determined by the average rate at the year end and including direct costs in relation to chemicals used to purify the oils in to a resalable product. |
Financial instruments |
The group only enters into basic financial instrument transactions that result in the recognition of financial |
assets and liabilities like trade and other debtors and creditors, loans from third parties and loans to and from |
related parties. |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Tax related to research & development claims is recognised in the year in which the refund is received. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
Expenditure on research and development is charged to the profit & loss account in the year in which it is incurred. The costs are pure research & development directly related to improving the purity of the waste oil & the recycling processes. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the 's group's pension scheme are charged to profit or loss in the period to which they relate. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
31.12.23 | 31.12.22 |
£ | £ |
Sale of goods | 24,036,023 | 30,995,697 |
Rendering of services | 2,599,820 | 3,122,271 |
26,635,843 | 34,117,968 |
4. | EMPLOYEES AND DIRECTORS |
31.12.23 | 31.12.22 |
£ | £ |
Wages and salaries | 4,043,895 | 3,844,731 |
Social security costs | 408,020 | 411,020 |
Other pension costs | 127,120 | 100,581 |
4,579,035 | 4,356,332 |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
4. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
31.12.23 | 31.12.22 |
Management | 5 | 5 |
Administration | 25 | 26 |
Driver & yard operatives | 65 | 63 |
31.12.23 | 31.12.22 |
£ | £ |
Directors' remuneration | 581,298 | 587,149 |
Information regarding the highest paid director is as follows: |
31.12.23 | 31.12.22 |
£ | £ |
Emoluments etc | 146,137 | 144,239 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
31.12.23 | 31.12.22 |
£ | £ |
Hire of plant and machinery | 1,986 | 2,671 |
Depreciation - owned assets | 993,238 | 925,584 |
Loss/(profit) on disposal of fixed assets | 149,445 | (9,598 | ) |
Auditors' remuneration | 16,220 | 15,460 |
Other non- audit services | 17,804 | 16,338 |
Foreign exchange differences | 66,622 | (75,635 | ) |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31.12.23 | 31.12.22 |
£ | £ |
Current tax: |
UK corporation tax | 751,108 | 1,906,250 |
Corporation tax adjustment | (204,169 | ) | (264,571 | ) |
Total current tax | 546,939 | 1,641,679 |
Deferred tax | 437,246 | 643,761 |
Tax on profit | 984,185 | 2,285,440 |
7. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
8. | DIVIDENDS |
£ |
Ordinary B shares of £1 each | 2,147,970 |
Interim |
Ordinary C shares of £1 each | 1,240,700 |
Interim |
Ordinary D shares of £1 each | 2,181,570 |
Interim |
Ordinary E shares of £1 each | 2,143,470 |
Interim |
Preference shares of £1 each | 150,000 |
Interim |
7,863,710 |
9. | PENSION COMMITMENTS |
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £124,549 (2022 - £99,081). At the balance sheet date £19,002 (2022 - £0) was owing to the fund contained within other creditors. |
10. | RESEARCH AND DEVELOPMENT |
The total amount of research & development expenditure charged to the profit & loss account for 2023 was £245,351 (2022 - £130,935). |
11. | DIVIDENDS RECEIVED |
Lyster Holdings Ltd received dividends of £7,870,000 (2022 - £1,466,000) from it's subsidiary Oil Salvage Ltd. |
12. | INTANGIBLE FIXED ASSETS |
Group |
Computer |
software |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 | 2,500 |
AMORTISATION |
At 1 January 2023 |
and 31 December 2023 | 2,500 |
NET BOOK VALUE |
At 31 December 2023 | - |
At 31 December 2022 | - |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
13. | TANGIBLE FIXED ASSETS |
Group |
Improvements |
Freehold | Short | to | Plant and |
property | leasehold | property | machinery |
£ | £ | £ | £ |
COST |
At 1 January 2023 | 1,403,582 | 778,703 | 338,225 | 12,300,672 |
Additions | 1,253,371 | - | - | 1,423,045 |
Disposals | (17,278 | ) | (158,808 | ) | - | (158,879 | ) |
At 31 December 2023 | 2,639,675 | 619,895 | 338,225 | 13,564,838 |
DEPRECIATION |
At 1 January 2023 | - | 290,479 | - | 5,122,491 |
Charge for year | - | 30,995 | - | 573,089 |
Eliminated on disposal | - | (91,284 | ) | - | (142,551 | ) |
At 31 December 2023 | - | 230,190 | - | 5,553,029 |
NET BOOK VALUE |
At 31 December 2023 | 2,639,675 | 389,705 | 338,225 | 8,011,809 |
At 31 December 2022 | 1,403,582 | 488,224 | 338,225 | 7,178,181 |
Fixtures |
and | Motor | Computer |
fittings | vehicles | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2023 | 98,968 | 3,184,406 | 66,034 | 18,170,590 |
Additions | 280 | 929,490 | 22,553 | 3,628,739 |
Disposals | - | (1,100,789 | ) | - | (1,435,754 | ) |
At 31 December 2023 | 99,248 | 3,013,107 | 88,587 | 20,363,575 |
DEPRECIATION |
At 1 January 2023 | 51,770 | 2,135,494 | 35,342 | 7,635,576 |
Charge for year | 4,734 | 371,323 | 13,097 | 993,238 |
Eliminated on disposal | - | (1,052,474 | ) | - | (1,286,309 | ) |
At 31 December 2023 | 56,504 | 1,454,343 | 48,439 | 7,342,505 |
NET BOOK VALUE |
At 31 December 2023 | 42,744 | 1,558,764 | 40,148 | 13,021,070 |
At 31 December 2022 | 47,198 | 1,048,912 | 30,692 | 10,535,014 |
Contained within the cost amount for Plant & Machinery is £2,796,434 for a refinery under construction, the asset is expected to be completed and go live in October 2024. No depreciation has been charged on this element of Plant & Machinery, depreciation will be charged once the asset is in use. |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
14. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Lyster Road, Bootle, Liverpool, Merseyside, L20 1AS |
Nature of business: |
% |
Class of shares: | holding |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
The subsidiary undertaking is included in the consolidated financial statements. |
Registered office: Lyster Road, Bootle, Liverpool, Merseyside, L20 1AS |
Nature of business: |
% |
Class of shares: | holding |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
The subsidiary undertaking is included in the consolidated financial statements. |
15. | STOCKS |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Stocks | 2,756,712 | 2,319,575 |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
16. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
£ | £ | £ | £ |
Trade debtors | 3,479,132 | 3,555,176 |
Inter-company | - | - | 2,017,355 | 108,690 |
Corporation tax | 113,200 | - |
VAT | 259,016 | 455,748 |
Accruals | 99,622 | 61,898 |
Prepayments | 215,825 | 196,925 |
4,166,795 | 4,269,747 |
17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 18) | - | 135,519 |
Trade creditors | 2,123,268 | 1,342,404 |
Corporation taxation | 112,319 | 541,788 |
Social security and other taxes | 107,809 | 103,906 |
Other creditors | 19,002 | - |
Credit card | - | 11,401 | - | - |
Directors' current accounts | 2,916,637 | 94,147 | 2,916,637 | 94,147 |
Accruals and deferred income | 11,172 | - |
Accrued expenses | 364,111 | 307,536 |
Deferred government grants | 82,440 | 109,840 |
5,736,758 | 2,646,541 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Amounts falling due within one year or on | demand: |
Bank overdrafts | - | 135,519 |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
31.12.23 | 31.12.22 |
£ | £ |
Within one year | 14,400 | 21,097 |
Between one and five years | 57,600 | 57,600 |
In more than five years | 158,400 | 158,400 |
230,400 | 237,097 |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
19. | LEASING AGREEMENTS - continued |
A lease was issued by the landlord of 53a Strand Road in 2018 for a period of 20 years with monthly rental amounts payable. |
A lease was issued by Mersey Docks and Harbour Company in 2015 for a period of 24 years with monthly rental amounts payable. This land was purchased by the group through Vernon Developments Ltd in March 2023 with the current lease being cancelled and a new inter-group lease is currently being drawn up. |
20. | SECURED DEBTS |
HSBC has a debenture including fixed charge over all present freehold and leasehold property related to Oil Salvage Ltd. First charge over book and other debts, chattels, goodwill and uncalled capital, both present and future. Also the first floating charge over all assets and undertaking both present and future dated 16th December 2014. |
Unlimited multilateral guarantee dated 06 July 2020 given by Oil Salvage Ltd, Lyster Holdings Ltd, Vernon Developments UK Ltd. |
HSBC Bank PLC has a fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery related to Vernon Developments Ltd. |
HSBC Bank PLC has a charge over F/H property k/a land and buildings on the south east side of lyster road, land on the south east side of lyster road, land on the south side of lyster road and land on the north-east side of arctic road, bootle t/no's MS148386, MS160525, MS487981 and MS313853 related to Vernon Developments Ltd. With the benefit of all rights licences guarantees rent deposits contracts deeds undertakings and warranties relating. To the property any shares or membership rights in any management company for the property any goodwill of any business from time to time carried on at the property any rental and other money payable under any lease licence or other interest created in respect of the property and all other payments whatever in respect of the property. |
21. | PROVISIONS FOR LIABILITIES |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Deferred tax | 1,996,726 | 1,559,480 |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2023 | 1,559,480 |
Capital allowance timing diffs | 437,246 |
Balance at 31 December 2023 | 1,996,726 |
22. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: Class: | Nominal Value: | £ |
221 Ordinary A | £1 | 221 |
221 Ordinary B | £1 | 221 |
221 Ordinary C | £1 | 221 |
221 Ordinary D | £1 | 221 |
221 Ordinary E | £1 | 221 |
100000 Preference shares | £1 | 100,000 |
101,105 |
The ordinary shares and preference shares shall rank pari passu in all respects save that: |
The Preference shares shall be entitled to a fixed cash dividend of £1.50 per share per the preference shareholders on a monthly basis. |
Lyster Holdings Ltd (Registered number: 11099036) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
23. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 January 2023 | 22,254,734 |
Profit for the year | 3,821,619 |
Dividends | (7,863,710 | ) |
At 31 December 2023 | 18,212,643 |
Company |
Retained |
earnings |
£ |
At 1 January 2023 |
Profit for the year |
Dividends | ( |
) |
At 31 December 2023 |
24. | CAPITAL COMMITMENTS |
31.12.23 | 31.12.22 |
£ | £ |
Contracted but not provided for in the |
financial statements | 250,000 | 681,230 |
Capital commitments - Oil Salvage Ltd - £250,000 has been contracted for a planned extension to the refinery. |
25. | ULTIMATE CONTROLLING PARTY |
The controlling party is The Vernon family. |