Exemplary Group Limited
Registered number: 09075278
Annual report and
consolidated financial statements
For the year ended
31 March 2024
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EXEMPLARY GROUP LIMITED
COMPANY INFORMATION
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Chartered Accountants & Senior Statutory Auditor
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EXEMPLARY GROUP LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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EXEMPLARY GROUP LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
The director presents the Group Strategic Report for the year ended 31 March 2024.
The Company is a holding company for its investments in Oracle Asset Finance Limited, a motor vehicle finance broker, and Lawton Brook Limited, an established dealer in motor vehicles for over 20 years.
The Company reverted back to a 12 month period ending 31 March 2024, previously 6 months ended 31 March 2023 therefore the results for the period are not comparable with the prior year.
The consolidated results of the Group for the year to 31 March 2024 show turnover of £18.5m (6 months ending 31 March 2023 (Restated): £9.0m) with an operating profit of £3.1m (6 months ending 31 March 2023: £1.5m). The Group reported EBITDA for the year is £3.1m (6 months ending 31 March 2023: £1.5m).
The strong trading performance continued throughout the reported period. The FCA ban on the discretionary commission model in the motor trade that came into effect on 28th January 2021 continued to have an impact. At the same time the investment in the business in prior periods, as well as through the current period, also continued to be a driver of business performance.
Key elements of investment in the current and prior periods have been around our IT systems, our compliance programme and on further developing our lender relationships. Our in-house IT system provides a best in-class solution to customer and product management; the agility derived from the in-house nature of this system ensures that we are able to continually evolve the solution to best reflect our business needs. In the same vein our compliance framework has been developed in house and is the product of many years of evolution. Investment in this area has left us incredibly well placed to be able to take on the additional requirements required by the new Consumer Duty legislation and ensure that we are providing the best possible outcomes for our customers.
The improved levels of employee engagement commented on in the previous period continue to be a key driver of business performance. The profit share scheme launched in 2021 has now completed its third full year. On joining every employee becomes a financial stakeholder in the business and through this process each individual benefits from the financial success of the Company. This scheme, coupled with a broader investment in our people will continue to be a fundamental pillar of how we plan to succeed in future periods.
Future Developments
The business is in a strong position to continue to report year on year growth in future periods. Notwithstanding the impact of external economic factors, the investment in IT solutions, in a robust compliance framework, in a larger sales team and most importantly in maintaining our first-class levels of customer service, will ensure that the business is best placed to continue to maximise on potential opportunities within the market.
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EXEMPLARY GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
Principal risks and uncertainties
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The key risks for the Group are quite different for the two trading companies under its umbrella.
Oracle Asset Finance Limited
As a broker, Oracle Asset Finance Limited is reliant on its relationships with the various banks and lenders it utilises to conduct its day-to-day business. The business has a diverse panel of lenders however remains exposed to fluctuations in lender appetite to write business.
Lawton Brook Limited
The principal risks and uncertainties within the business relate to its holding of vehicle stock units and the potential for value to diminish over short periods of time. In order to minimise this risk, there was a strategic decision to run with a much lower volume of stock, with greater focus being placed on delivering an improved margin on vehicles sold.
Financial key performance indicators
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The key performance indicators identified by the Directors are gross profit and EBITDA as detailed below.
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6 months ended
Mar 2023 (£)
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This report was approved by the director on 21 August 2024 and signed on its behalf.
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EXEMPLARY GROUP LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
The director presents his report and the financial statements for the year ended 31 March 2024.
The accounting period reports to the year ended 31 March 2024, previously 6 months to 31 March 2023, therefore the results for the period are not wholly comparable with the prior year.
Director's responsibilities statement
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The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
The profit for the year, after taxation, amounted to £2,404,533 (2023 - £1,136,209).
Ordinary dividends were paid amounting to £7,655,401 (2023: £1,000,000).
The director who served during the period was:
Matters covered in the Group Strategic Report
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Certain information not shown in the Director's report is shown in the Group Strategic Report on pages 1 and 2 instead. This includes a business review, future developments and principal risks and uncertainties.
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EXEMPLARY GROUP LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
Disclosure of information to auditor
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The director at the time when this Director's Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Going concern
The director has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the annual financial statements. The director has considered a period in excess of twelve months from the date of the approval of these financial statements in making his assessment.
Post balance sheet events
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There have been no significant events effecting the Group since the period end.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 21 August 2024 and signed on its behalf.
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EXEMPLARY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXEMPLARY GROUP LIMITED
Opinion
We have audited the financial statements of Exemplary Group Limited (the ‘Parent Company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Positon, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 Parent Company’s affairs as at 31 March 2024 and of the Group's profit for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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EXEMPLARY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXEMPLARY GROUP LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Director’s report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company's financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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EXEMPLARY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXEMPLARY GROUP LIMITED
Responsibilities of Director
As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the director is responsible for assessing the Group's and 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 director intends either to liquidate the Group or Parent Company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Group and Parent Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation, The Financial Conduct Authority (FCA) regulation and The Bribery Act 2010.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
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EXEMPLARY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXEMPLARY GROUP LIMITED
In addition, we evaluated the director's and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to the valuation of provisions, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Christopher Hudson (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Senior Statutory Auditor
5th Floor
Wellington Place
Leeds
LS1 4AP
21 August 2024
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EXEMPLARY GROUP LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
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As restated
6 months ended
31 March
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial period
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There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2024 (2023: £NIL).
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The notes on pages 16 to 38 form part of these financial statements.
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EXEMPLARY GROUP LIMITED
REGISTERED NUMBER: 09075278
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
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Debtors: amounts falling due within one year
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Current asset investments
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the director and were signed on its behalf on 21 August 2024.
The notes on pages 16 to 38 form part of these financial statements.
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EXEMPLARY GROUP LIMITED
REGISTERED NUMBER: 09075278
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the director and were signed on its behalf on 21 August 2024.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the Parent Company for the year was £7,801,800 (6 months ended 31 March 2023: £1,000,000).
The notes on pages 16 to 38 form part of these financial statements.
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EXEMPLARY GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 16 to 38 form part of these financial statements.
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EXEMPLARY GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
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Shareholders Total equity
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Dividends: Equity capital
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 16 to 38 form part of these financial statements.
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EXEMPLARY GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
Cash flows from operating activities
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Profit for the financial period
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Depreciation of tangible assets
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(Increase)/decrease in stocks
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Investment in treasury deposit
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Net cash from investing activities
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EXEMPLARY GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
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Cash flows from financing activities
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Movement on stocking loan
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Net cash used in financing activities
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Net (decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of period
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Cash and cash equivalents at the end of period
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Cash and cash equivalents at the end of period comprise:
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The notes on pages 16 to 38 form part of these financial statements.
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EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
Exemplary Group Limited is a private company, limited by shares, registered in England and Wales, registered number 09075278.The principal place of business is Oracle House Whitfield Business Park, Manse Lane, Knaresborough, North Yorkshire, HG5 8BS.
The presentational currency is Pound Sterling as this is the currency of the primary economic environment in which the Company operates.
The principal activity of the Company is that of a holding company.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The accounting period reports to the year ended 31 March 2024, previously 6 months to 31 March 2023, therefore the results for the period are not wholly comparable with the prior year.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11,47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
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EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
2.Accounting policies (continued)
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The director has a reasonable expectation that the Parent Company and the Group has adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the annual financial statements. The director has considered a period in excess of twelve months from the date of the approval of these financial statements in making his assessment.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
- 18 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
2.Accounting policies (continued)
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|
Current and deferred taxation
|
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Computer and office equipment
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
- 19 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
- 20 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
- 21 -
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EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
- 22 -
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EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
- 23 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
In application of the Group's accounting policies, the director is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgments
The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the director has considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability and where applicable, the ability of the asset to be operated as planned.
Key source of estimation uncertainty
The estimates and assumptions which could result in a material adjustment to the carrying amount of assets and liabilities are as follows.
Clawback provision
Under the terms of the agreements with lenders, commission revenue can be clawed back in certain circumstances where there is an early settlement voluntary termination or default. A provision for anticipated clawbacks of £586,770 (6 months ended 31 March 2023: £598,816) has been included within provisions. As at 31 March 2024 management have taken account of the potential impact of the current market conditions in arriving at the clawback provision, and believe that the amount included is a reasonable estimate, but nonetheless wish to highlight the inherent uncertainty in predicting the level of future clawbacks in the current economic environment, which could have a material impact on the financial statements.
- 24 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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An analysis of turnover by class of business is as follows:
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As restated
6 months ended
31 March
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All turnover arose within the United Kingdom.
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- 25 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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The operating profit is stated after charging:
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Depreciation of owned tangible fixed assets
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During the period, the Group obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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- 26 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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Staff costs, including director's remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the director, during the period was as follows:
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The Company has no employees other than the director, who did not receive any remuneration (2023 - £NIL) from the company.
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- 27 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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Group contributions to defined contribution pension schemes
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During the period retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
|
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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- 28 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustment in respect of prior periods
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Taxation on profit on ordinary activities
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- 29 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
12.Taxation (continued)
|
Factors affecting tax charge for the period
|
|
The tax assessed for the period is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods- deferred tax
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Remeasurement of deferred tax
|
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Total tax charge for the period
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Factors that may affect future tax charges
|
The rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher rate will apply but with a marginal relief applying as profits increase.
- 30 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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Computer and office equipment
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- 31 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
|
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Investments in subsidiary companies
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- 32 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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The following were subsidiary undertakings of the Company:
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Oracle House Whitfield Business Park, Manse Lane, Knaresborough,North Yorkshire, HG5 8BS
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Oracle Asset Finance Limited
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Prestige Car Finance Limited
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts due from group undertakings are interest free and repayable on demand.
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Current asset investments
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- 33 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
|
Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to other related parties
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Other taxation and social security
|
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Accruals and deferred income
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Amounts owed to group undertakings are interest free and repayable on demand.
Other loans represents loan notes issued by the Company to the ultimate controlling party. The loan notes attract interest at 2% above base rate, the loan note holder has waived their right to interest in the current and prior periods. The loan notes are repayable on demand.
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- 34 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
|
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Charged to profit or loss
|
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Short term timing differences
|
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Charged to profit or loss
|
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- 35 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
|
|
Allotted, called up and fully paid
|
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301,800 (2023 - 301,800) Ordinary A shares of £0.10 each
|
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100,600 (2023 - 100,600) Ordinary B shares of £0.10 each
|
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15,090 (2023 - 15,090) Ordinary C shares of £0.10 each
|
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15,090 (2023 - 15,090) Ordinary D shares of £0.10 each
|
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15,090 (2023 - 15,090) Ordinary E shares of £0.10 each
|
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15,090 (2023 - 15,090) Ordinary F shares of £0.10 each
|
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15,090 (2023 - 15,090) Ordinary G shares of £0.10 each
|
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25,150 (2023 - 25,150) Ordinary H shares of £0.10 each
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All shares rank pari passu with exception of dividends declared which shall be decided upon by class of share.
Ordinary A and B shares shall be entitled to receive notice of, attend and vote at any general meeting of the Company. The holders of all other share classes shall not be entitled to attend and vote at any general meeting.
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Other reserves
This represents a merger relief reserve which arose on the acquisition of Oracle Asset Finance Limited by Exemplary Group Limited.
Profit & loss account
This reserve represents cumulative profits and losses less dividends paid.
- 36 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
|
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Debt due within 1 year- loan notes
|
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Both revenue and cost of sales have been reduced by £5,862,843 in the statement of comprehensive income. This is to more appropriately reflect transactions which the Company is agent to rather than principal and make no commision income on. There is no impact on profit or net assets as a result of this adjustment.
The Group operates a defined contribution personal pension scheme. The assets of the scheme are held separately from those of the Group in a independently administered fund. The pension charge for the year amounted to £124,874 (Period ended 31 March 2023: £60,149. Contributions totalling £20,446 (Period ended 31 March 2023: £61,084) were payable at the end of the financial year.
|
Commitments under operating leases
|
|
At 31 March 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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- 37 -
|
EXEMPLARY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
|
Related party transactions
|
|
Dividends totalling £7,655,401 (2023: £1,000,000) were declared in the year.
The balances due from related parties at the period end were as follows:
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Amounts due from other related parties
|
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Amounts due from ultimate controlling party
|
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Amounts owed to ultimate controlling party
|
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Amounts due from other related parties
|
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Amounts owed to other related parties
|
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|
Amounts due from the ultimate controlling party are interest free and repayable on demand.
The Company has taken advantage of the exemption conferred by FRS 102 Section 33 not to disclose transactions with wholly owned members of the Group.
|
The ultimate controlling party is Mr P Brook by virtue of his majority shareholding.
- 38 -
|