REGISTERED NUMBER: SC627969 (Scotland) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2023 |
for |
Wallace Topco Limited |
REGISTERED NUMBER: SC627969 (Scotland) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2023 |
for |
Wallace Topco Limited |
Wallace Topco Limited (Registered number: SC627969) |
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 | 4 |
Report of the Independent Auditors | 6 |
Consolidated Statement of Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 15 |
Company Statement of Changes in Equity | 16 |
Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Financial Statements | 20 |
Wallace Topco Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
25 Sandyford Place |
Glasgow |
G3 7NG |
Wallace Topco Limited (Registered number: SC627969) |
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. |
REVIEW OF BUSINESS |
The business saw a slight reduction in turnover from £14,623k in 2022 to £14,376k in 2023. Cost of sales also reduced from £12,049k to £11,958k, for a gross profit of £2,418k (2022 - £2,574k). From this, the group made a pre-tax loss of £259k (2022 - loss £51k). As at the balance sheet date the group had net liabilities of £38k (2022 - net assets £252k). |
The group loss was increased by one-off charges totalling £145k, being legal costs of £45k for group restructure and interest on deferred VAT and PAYE liabilities of £100k. These liabilities were fully cleared during the year, allowing the business to move forward on a stable basis. The group received a soft loan from the majority shareholders for £900k and this was used to clear deferred PAYE and VAT including interest charges. There is no requirement or plan for this loan to be repaid in the short to medium term. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The Directors continue to monitor the price of both the goods and labour used by the company in its trade. Increased energy prices and other economic factors continue to result in stubbornly high inflation in the UK through the year and this in turn has driven a cost-of-living crisis, which is exerting upward pressure on wages. Mitigating these risks will require a focus on efficiency within the business, to keep costs down as much as possible and therefore maintain competitive prices for customers. |
The business is also exposed to risks that customers, particularly large, corporate customers, will be unable to pay for services rendered timeously, leading to cash flow problems. The Directors have ensured that credit control remains a key area of focus for the finance team, in order to ensure that cash is received from customers on-time, or where there are issues, these are spotted early and can therefore be managed. While the group does have some long-term debt, the borrowings are mainly fixed-rate and therefore exposure to further increases in interest rates are limited. |
FUTURE OUTLOOK |
The Directors are confident that the business will trade well and profitably in 2024, despite some economic difficulties in the UK. The business is particularly looking to grow business related to its in-house manufacturing facility and are planning to invest further in equipment to support this. The group should have sufficient reserves to continue to operate as normal. |
ENVIRONMENTAL |
The group recognises the importance of environmental responsibilities and has policies in place to manage its impact on the environment, including maintaining certification under ISO 14001 - Environmental Management, which ensures the company implements best practices currently prevalent in the industry. The Directors continue to look for new ways to reduce the impact on the environment. |
Wallace Topco Limited (Registered number: SC627969) |
Group Strategic Report |
for the Year Ended 31 December 2023 |
Directors' statement of compliance with duty to promote the success of the Group |
The Directors of the company through considering the views of its employees, customers and suppliers, acting in good faith, have taken informed decisions during the period to promote the success of the group for the benefit of its participants and stakeholders. |
ON BEHALF OF THE BOARD: |
Wallace Topco Limited (Registered number: SC627969) |
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. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of construction services, facilities management, and roofing services. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
DIRECTOR |
His beneficial interest in the issued share capital of the company was as follows: |
31.12.23 | 1.1.23 |
Ordinary £0.01 shares | 5,064 | 5,064 |
A Ordinary £0.001 shares | 2,395 | 2,395 |
FINANCIAL INSTRUMENTS |
The main financial instruments of the company are bank balances, trade debtors and trade creditors. These are managed and monitored through internal control procedures and via regular management meetings between the directors and the management team. |
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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
Wallace Topco Limited (Registered number: SC627969) |
Report of the Directors |
for the Year Ended 31 December 2023 |
AUDITORS |
The auditors, Stevenson & Kyles, have been appointed in accordance with section 485 of the Companies Act 2006. They will be proposed for re-appointment at an upcoming general meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Wallace Topco Limited |
Opinion |
We have audited the financial statements of Wallace Topco Limited (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 loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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. |
Report of the Independent Auditors to the Members of |
Wallace Topco Limited |
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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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. |
Report of the Independent Auditors to the Members of |
Wallace Topco Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Auditor's approach to assessing the risks of material misstatement due to irregularities |
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group. Those that have a direct impact include: FRS 102, Companies Act 2006, UK tax laws. Those that have an indirect impact include: employment matters, health and safety regulations, data protection laws, quality management standards and environmental management standards. We then considered the extent to which non-compliance might have a material effect on the financial statements. |
We assessed the risk of material misstatement in respect of fraud and made enquiries of management as to the existence of, or any evidence of, actual or suspected instances of fraud. Based on the auditing standards we addressed two fraud risks that were relevant to our audit, in relation to revenue recognition and management override of controls. |
Audit procedures designed to respond to the risk of non-compliance with laws and regulations |
Based on the results of our risk assessment we designed audit procedures to identify non-compliance with such laws and regulations identified above. We made enquiries of management and those charged with governance as to any non-compliance and corroborated responses given by review of relevant certificates and correspondence. We reviewed the legal costs incurred by the client for evidence of any undisclosed matters. |
Compliance with the requirements of the accounting standards and Company Law in terms of the form and content of the accounts was ensured using disclosure checklists and through vouching of disclosures to supporting documentation. |
Audit procedures designed to respond to the risk of fraud |
In response to the risk of fraud through management override, we incorporated testing of manual journal entries into our audit approach. In order to address the risk of fraud in relation to recognition of revenue we undertook substantive testing of revenues earned in relation to a sample of construction jobs completed in the period, tracing them through to ledger postings and sales invoicing. |
Considerations around likelihood of detection |
There are inherent difficulties in the audit process described above to detect the existence of irregularities. We have mitigated these limitations by assessing the adequacy of the group's internal controls including the existence of appropriate segregation of duties and by the nature, timing and extent of the audit procedures involved, by introducing an element of unpredictability in our sampling and testing. |
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 |
Wallace Topco Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
25 Sandyford Place |
Glasgow |
G3 7NG |
Wallace Topco Limited (Registered number: SC627969) |
Consolidated |
Statement of Comprehensive |
Income |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
TURNOVER | 14,375,636 | 14,623,221 |
Cost of sales | 11,957,843 | 12,049,127 |
GROSS PROFIT | 2,417,793 | 2,574,094 |
Administrative expenses | 2,521,726 | 2,603,247 |
(103,933 | ) | (29,153 | ) |
Other operating income | 34,741 | 14,746 |
OPERATING LOSS | 4 | (69,192 | ) | (14,407 | ) |
Interest receivable and similar income | 6,154 | 5,758 |
(63,038 | ) | (8,649 | ) |
Interest payable and similar expenses | 6 | 195,760 | 41,860 |
LOSS BEFORE TAXATION | (258,798 | ) | (50,509 | ) |
Tax on loss | 7 | (2,400 | ) | 21,639 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(256,398 |
) |
(72,148 |
) |
Loss attributable to: |
Owners of the parent | (217,253 | ) | (76,113 | ) |
Non-controlling interests | (39,145 | ) | 3,965 |
(256,398 | ) | (72,148 | ) |
Total comprehensive income attributable to: |
Owners of the parent | (183,440 | ) | (20,125 | ) |
Non-controlling interests | (72,958 | ) | (52,023 | ) |
(256,398 | ) | (72,148 | ) |
Wallace Topco Limited (Registered number: SC627969) |
Consolidated Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 162,148 | 172,864 |
Tangible assets | 10 | 710,851 | 863,844 |
Investments | 11 | - | - |
872,999 | 1,036,708 |
CURRENT ASSETS |
Stock | 12 | 975,977 | 1,072,328 |
Debtors | 13 | 1,994,808 | 2,289,440 |
Cash at bank and in hand | 474,251 | 653,627 |
3,445,036 | 4,015,395 |
CREDITORS |
Amounts falling due within one year | 14 | 3,156,612 | 4,281,629 |
NET CURRENT ASSETS/(LIABILITIES) | 288,424 | (266,234 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
1,161,423 |
770,474 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(1,199,921 |
) |
(506,958 |
) |
PROVISIONS FOR LIABILITIES | 19 | - | (11,803 | ) |
NET (LIABILITIES)/ASSETS | (38,498 | ) | 251,713 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 106 | 106 |
Share premium | 21 | 281,887 | 281,887 |
Capital redemption reserve | 21 | 3,775 | 3,775 |
Retained earnings | 21 | (211,850 | ) | 5,403 |
SHAREHOLDERS' FUNDS | 73,918 | 291,171 |
NON-CONTROLLING INTERESTS | (112,416 | ) | (39,458 | ) |
TOTAL EQUITY | (38,498 | ) | 251,713 |
Wallace Topco Limited (Registered number: SC627969) |
Consolidated Balance Sheet - continued |
31 December 2023 |
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: |
B Muslek - Director |
Wallace Topco Limited (Registered number: SC627969) |
Company Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Share premium | 21 |
Capital redemption reserve | 21 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
Company's profit/(loss) for the financial year |
50,719 |
(27,010 |
) |
Wallace Topco Limited (Registered number: SC627969) |
Company Balance Sheet - continued |
31 December 2023 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Wallace Topco Limited (Registered number: SC627969) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1 January 2022 | 106 | 77,115 | 281,887 |
Changes in equity |
Transfer between reserves | - | 4,401 | - |
Total comprehensive income | - | (76,113 | ) | - |
Balance at 31 December 2022 | 106 | 5,403 | 281,887 |
Changes in equity |
Total comprehensive income | - | (217,253 | ) | - |
Balance at 31 December 2023 | 106 | (211,850 | ) | 281,887 |
Capital |
redemption | Non-controlling | Total |
reserve | Total | interests | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 | 3,775 | 362,883 | 16,966 | 379,849 |
Changes in equity |
Transfer between reserves | - | 4,401 | (4,401 | ) | - |
Total comprehensive income | - | (76,113 | ) | (52,023 | ) | (128,136 | ) |
Balance at 31 December 2022 | 3,775 | 291,171 | (39,458 | ) | 251,713 |
Changes in equity |
Total comprehensive income | - | (217,253 | ) | (72,958 | ) | (290,211 | ) |
Balance at 31 December 2023 | 3,775 | 73,918 | (112,416 | ) | (38,498 | ) |
Wallace Topco Limited (Registered number: SC627969) |
Company Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31 December 2023 |
Wallace Topco Limited (Registered number: SC627969) |
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 | (622,095 | ) | (61,432 | ) |
Interest paid | (159,034 | ) | (23,260 | ) |
Interest element of hire purchase payments paid |
(36,726 |
) |
(18,600 |
) |
Tax paid | (13,831 | ) | (9,740 | ) |
Net cash from operating activities | (831,686 | ) | (113,032 | ) |
Cash flows from investing activities |
Purchase of tangible fixed assets | (20,551 | ) | (112,806 | ) |
Sale of tangible fixed assets | - | 500 |
Purchase of minority interests | - | 7,447 |
Interest received | 6,154 | 5,758 |
Net cash from investing activities | (14,397 | ) | (99,101 | ) |
Cash flows from financing activities |
New loans in year | 900,000 | - |
Loan repayments in year | (59,698 | ) | (52,971 | ) |
Capital repayments in year | (139,782 | ) | (42,615 | ) |
Dividends paid to minority interests | (33,813 | ) | (63,435 | ) |
Net cash from financing activities | 666,707 | (159,021 | ) |
Decrease in cash and cash equivalents | (179,376 | ) | (371,154 | ) |
Cash and cash equivalents at beginning of year |
2 |
653,627 |
1,024,781 |
Cash and cash equivalents at end of year |
2 |
474,251 |
653,627 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.23 | 31.12.22 |
£ | £ |
Loss before taxation | (258,798 | ) | (50,509 | ) |
Depreciation charges | 184,260 | 126,038 |
Profit on disposal of fixed assets | - | (500 | ) |
Finance costs | 195,760 | 41,860 |
Finance income | (6,154 | ) | (5,758 | ) |
115,068 | 111,131 |
Decrease in stock | 96,351 | 8,808 |
Decrease in trade and other debtors | 294,632 | 647,594 |
Decrease in trade and other creditors | (1,128,146 | ) | (828,965 | ) |
Cash generated from operations | (622,095 | ) | (61,432 | ) |
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 | 474,251 | 653,627 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 653,627 | 1,024,781 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.1.23 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 653,627 | (179,376 | ) | 474,251 |
653,627 | (179,376 | ) | 474,251 |
Debt |
Finance leases | (520,790 | ) | 139,782 | (381,008 | ) |
Debts falling due within 1 year | (59,698 | ) | (6,725 | ) | (66,423 | ) |
Debts falling due after 1 year | (133,220 | ) | 66,423 | (66,797 | ) |
(713,708 | ) | 199,480 | (514,228 | ) |
Total | (60,081 | ) | 20,104 | (39,977 | ) |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Wallace Topco Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The directors are required to prepare the statutory financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. In satisfaction of this responsibility the directors have considered the group's ability to meet its liabilities as they fall due. The group has net liabilities and is dependant on continued support provided by its fellow associated undertakings. Having considered the group's principal risks, its working capital requirements and cash flows, the directors consider that sufficient support for the group is available and it is appropriate to prepare the financial statements on the going concern basis. |
Basis of consolidation |
The group financial statements incorporate the financial statements of the company and its subsidiaries. Entities are consolidated on the basis of majority control. All intra-group transactions and balances between group companies are eliminated on consolidation. All financial statements are made up to 31 December 2023 and the group financial statements cover the period from 1 January 2023 to 31 December 2023, with the comparative period being from 1 January 2022 to 31 December 2022. Where necessary, adjustments are made to the financial statements of the subsidiary to bring accounting policies used into line with those used by the parent company. |
Investments in subsidiaries |
Fixed asset investments are initially recorded at cost, and subsequently measured at cost less any accumulated impairment losses. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include: |
Work-in-Progress |
Judgement is required in accounting for contracts in progress at the balance sheet date, particularly as |
regards profit recognition and the assessment of future losses of contracts. |
Property, fittings and equipment |
Depreciation is provided so as to write down the assets to their estimated residual values over their estimated useful lives as set out in the accounting policies. The selection of these residual values and estimated useful lives requires the exercise of judgement. |
Turnover |
Turnover in relation to facility management services is recognised when the company has performed its contractual obligations under the relevant agreement and has therefore generated a contractual right to receive income. Such income is measured at the fair value of the consideration receivable, excluding discounts, rebates, value added tax and other taxes, where applicable. |
Turnover in relation to building works is recognised at the point at which the relevant project has been substantially completed, thereby creating a contractual right to receive income. Such income is measured at the fair value of the consideration receivable, excluding discounts, rebates, value added tax and other taxes, where applicable. |
Where the terms of services provided allow the company to invoice customers in advance of completion of the relevant work, an adjustment is made to defer that portion of the revenues not yet earned. |
Goodwill |
Goodwill, being the amount paid in connection with the acquisition of subsidiary entities, is being amortised evenly over its estimated useful life of 20 years. |
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 |
Long leasehold | - |
Plant and machinery | - |
Fittings and equipment | - |
Motor vehicles | - |
Computer equipment | - |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Stock, comprising raw materials and consumables to be used in construction projects, is valued at the lower of cost and estimated selling price, less costs to complete and sell. In making this estimation the Directors have made due provision for any obsolete or slow moving items. |
Work in progress represents the estimated value of income yet to be billed in connection with ongoing projects being undertaken by the business. This is calculated with regards to anticipated margin and the stage of completion based on the percentage of direct materials and labour expended compared with the budgeted total. |
Financial instruments |
Basic financial instruments, including debtors and creditors with no stated interest rate and receivable or payable within one year, are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in administrative expenses. |
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. |
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. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Grant income |
Where applicable, grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and that the company will comply with all attached conditions. Where the grant income relates to a particular expense item, the grant income is recognised in the profit and loss account over the same period as the expense it is intended to compensate. |
3. | EMPLOYEES AND DIRECTORS |
31.12.23 | 31.12.22 |
£ | £ |
Wages and salaries | 4,142,441 | 4,498,023 |
Social security costs | 386,441 | 448,511 |
Other pension costs | 100,174 | 99,976 |
4,629,056 | 5,046,510 |
The average number of employees during the year was as follows: |
31.12.23 | 31.12.22 |
Support and administration | 32 | 32 |
Direct staff | 140 | 138 |
The average number of employees by undertakings that were proportionately consolidated during the year was 172 (2022 - 170 ) . |
31.12.23 | 31.12.22 |
£ | £ |
Director's remuneration | 19,584 | 52,885 |
Director's pension contributions to money purchase schemes | 449 | 3,068 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 2 | 3 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
4. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
31.12.23 | 31.12.22 |
£ | £ |
Hire of plant and machinery | 343,865 | 364,369 |
Other operating leases | 11,411 | 563 |
Depreciation - owned assets | 62,371 | 56,391 |
Depreciation - assets on hire purchase contracts | 111,478 | 58,931 |
Profit on disposal of fixed assets | - | (500 | ) |
Goodwill amortisation | 10,716 | 10,716 |
5. | AUDITORS' REMUNERATION |
31.12.23 | 31.12.22 |
£ | £ |
Fees payable to the company's auditors for the audit of the company's financial statements |
19,500 |
26,600 |
Included within auditors' remuneration are fees for non-audit services of £3,000 (2022: £3,000). |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.23 | 31.12.22 |
£ | £ |
Bank loan interest | 59,021 | 23,260 |
Interest on tax paid late | 100,013 | - |
Hire purchase interest | 36,726 | 18,600 |
195,760 | 41,860 |
7. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
31.12.23 | 31.12.22 |
£ | £ |
Current tax: |
UK corporation tax | 9,507 | 9,836 |
Change in prior year provision | (104 | ) | - |
Total current tax | 9,403 | 9,836 |
Deferred tax | (11,803 | ) | 11,803 |
Tax on loss | (2,400 | ) | 21,639 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
8. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 | 214,316 |
AMORTISATION |
At 1 January 2023 | 41,452 |
Amortisation for year | 10,716 |
At 31 December 2023 | 52,168 |
NET BOOK VALUE |
At 31 December 2023 | 162,148 |
At 31 December 2022 | 172,864 |
10. | TANGIBLE FIXED ASSETS |
Group |
Fittings |
Long | Plant and | and |
leasehold | machinery | equipment |
£ | £ | £ |
COST |
At 1 January 2023 | 235,794 | 656,745 | 16,437 |
Additions | 5,153 | - | - |
Reclassification/transfer | - | - | - |
At 31 December 2023 | 240,947 | 656,745 | 16,437 |
DEPRECIATION |
At 1 January 2023 | 55,860 | 255,544 | 2,441 |
Charge for year | 23,966 | 64,909 | 4,109 |
At 31 December 2023 | 79,826 | 320,453 | 6,550 |
NET BOOK VALUE |
At 31 December 2023 | 161,121 | 336,292 | 9,887 |
At 31 December 2022 | 179,934 | 401,201 | 13,996 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | TANGIBLE FIXED ASSETS - continued |
Group |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 258,150 | 130,034 | 1,297,160 |
Additions | - | 15,398 | 20,551 |
Reclassification/transfer | - | 305 | 305 |
At 31 December 2023 | 258,150 | 145,737 | 1,318,016 |
DEPRECIATION |
At 1 January 2023 | 17,425 | 102,046 | 433,316 |
Charge for year | 64,538 | 16,327 | 173,849 |
At 31 December 2023 | 81,963 | 118,373 | 607,165 |
NET BOOK VALUE |
At 31 December 2023 | 176,187 | 27,364 | 710,851 |
At 31 December 2022 | 240,725 | 27,988 | 863,844 |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 441,131 | 257,710 | 698,841 |
Reclassification/transfer | - | 440 | 440 |
At 31 December 2023 | 441,131 | 258,150 | 699,281 |
DEPRECIATION |
At 1 January 2023 | 98,429 | 17,407 | 115,836 |
Charge for year | 46,940 | 64,538 | 111,478 |
Reclassification/transfer | (7,265 | ) | 18 | (7,247 | ) |
At 31 December 2023 | 138,104 | 81,963 | 220,067 |
NET BOOK VALUE |
At 31 December 2023 | 303,027 | 176,187 | 479,214 |
At 31 December 2022 | 342,702 | 240,303 | 583,005 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
Additions |
At 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: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS |
Nature of business: |
% |
Class of shares: | holding |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS |
Nature of business: |
% |
Class of shares: | holding |
12. | STOCK |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Raw materials | 31,744 | 40,232 |
Work-in-progress | 944,233 | 1,032,096 |
975,977 | 1,072,328 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Trade debtors | 1,643,554 | 1,754,644 |
Other debtors | 167,284 | 313,116 |
VAT debtor | 8,775 | - |
Prepayments and accrued income | 175,195 | 221,680 |
1,994,808 | 2,289,440 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
14. | 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 16) | 66,423 | 59,698 |
Hire purchase contracts (see note 17) | 147,984 | 147,052 |
Trade creditors | 936,945 | 1,316,289 |
Amounts owed to group undertakings | - | - |
Taxation | 9,509 | 13,937 |
Social security and other taxes | 810,217 | 1,994,322 |
Other creditors | 267,427 | 89,077 |
Payments received on account | 409,326 | 61,088 | - | - |
Accrued charges | 508,781 | 600,166 |
3,156,612 | 4,281,629 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Bank loans (see note 16) | 66,797 | 133,220 |
Hire purchase contracts (see note 17) | 233,024 | 373,738 |
Other creditors | 900,100 | - |
1,199,921 | 506,958 |
16. | 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 loans | 66,423 | 59,698 |
Amounts falling due between one and | two years: |
Bank loans - 1-2 years | 66,797 | 66,423 |
Amounts falling due between two and | five years: |
Bank loans - 2-5 years | - | 66,797 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
31.12.23 | 31.12.22 |
£ | £ |
Net obligations repayable: |
Within one year | 147,984 | 147,052 |
Between one and five years | 233,024 | 373,738 |
381,008 | 520,790 |
Group |
Non-cancellable | operating leases |
31.12.23 | 31.12.22 |
£ | £ |
Within one year | - | 83,500 |
Between one and five years | 217,876 | 360,875 |
In more than five years | 1,255,792 | 187,875 |
1,473,668 | 632,250 |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Hire purchase contracts | 381,008 | 520,790 |
19. | PROVISIONS FOR LIABILITIES |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Deferred tax | - | 11,803 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
19. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2023 | 11,803 |
Provided during year | (11,803 | ) |
Balance at 31 December 2023 | - |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 31.12.22 |
value: | £ | £ |
Ordinary | £0.01 | 101 | 101 |
A Ordinary | £0.00 | 1 | 5 | 5 |
106 | 106 |
Ordinary shares carry the right to vote, participate in dividends, and participate in capital. |
A Ordinary shares carry no right to vote or participate in dividends. |
21. | RESERVES |
Group |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 January 2023 | 5,403 | 281,887 | 3,775 | 291,065 |
Deficit for the year | (217,253 | ) | (217,253 | ) |
At 31 December 2023 | (211,850 | ) | 281,887 | 3,775 | 73,812 |
Company |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 January 2023 | 1,572,960 |
Profit for the year |
At 31 December 2023 | 1,623,679 |
Wallace Topco Limited (Registered number: SC627969) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
21. | RESERVES - continued |
Retained earnings |
Retained earnings represent the cumulative profits and losses of the company or group, after deducting any distributions to shareholders. |
Share premium |
Share premium is the cumulative additional consideration received in exchange for share capital above the nominal value of the shares issued. |
22. | RELATED PARTY DISCLOSURES |
Other related parties |
31.12.23 | 31.12.22 |
£ | £ |
Sales | - | 469,281 |
Expenditure | 144,468 | 83,500 |
Amount due from related parties | - | 5,360 |
Amount due to related parties | 996,635 | 20,000 |
23. | ULTIMATE CONTROLLING PARTY |
The group is controlled by P. Kerr and G. Allan. |
24. | PARENTAL GUARANTEES |
Within the group, Callander Developments Ltd and Hugh Stirling Roofing Ltd, are entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies. The shareholders of the respective companies have agreed to accept the benefit of the guarantee given by the parent company, Wallace Topco Ltd, guaranteeing the liabilities of the companies, for the period ended 31 December 2023 in accordance with section 479C of the Companies Act 2006. |