REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 May 2023 |
for |
Surescreen Holdings Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 May 2023 |
for |
Surescreen Holdings Limited |
Surescreen Holdings Limited (Registered number: 09067025) |
Contents of the Financial Statements |
for the Year Ended 31 May 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Profit and Loss Account | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
Surescreen Holdings Limited |
Company Information |
for the Year Ended 31 May 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Chartered Accountants |
The Mills |
Canal Street |
Derby |
DE1 2RJ |
Surescreen Holdings Limited (Registered number: 09067025) |
Strategic Report |
for the Year Ended 31 May 2023 |
The directors present their strategic report for the year ended 31 May 2023. |
REVIEW OF BUSINESS |
During the year, the company made a loss of £21,313,945, primarily due to a provision for irrecoverable intercompany loans. The trading businesses saw significant changes due to unprecedented market conditions following the pandemic, which have led to these provisions. Further detail is explained in the trading company accounts. Through restructuring and the liquidation of Nutrivitality Ltd, it is expected that the company will come through this period into profitability in 2025. |
PRINCIPAL RISKS AND UNCERTAINTIES |
Significant market shifts have made conditions challenging which has generated losses in 2023, and this has continued into 2024 whilst the businesses adapted and restructured. |
This process has been completed during subsequent periods, and sales, budgets and cashflow predictions for 2025 show that the company is back into profitability and can continue to meet any debts as they fall due moving forward. In addition to this, the sale of business assets, including properties, across the group in line with the restructure, help reduce running costs further across all companies whilst also generating additional funds which can be allocated as required. |
Post year end, the company has also undertaken legal and tax advice to write off intercompany balances following this exceptional period. The writing off of intercompany debt has resulted in Surescreen Scientifics showing a net loss for this period which isn't expected to be replicated in future periods. |
SECTION 172(1) STATEMENT |
The directors consider, both individually and together, that they have acted in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole(having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 31 May 2023. |
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS |
The directors have had regard to the need to foster the company's business relationships with suppliers, customers and others. |
KEY PERFORMANCE INDICATORS |
Performance is measured on an ongoing basis by KPIs across the whole group such as turnover, gross margins, overheads, and cash levels. |
ENGAGEMENT WITH EMPLOYEES |
Within the bounds of confidentiality, staff at all levels are kept fully informed of matters that affect the progress of the company and group and are of interest to them as employees. |
Disabled persons are given full and fair consideration for all types of vacancy. If an existing employee becomes disabled, such steps as are practical and reasonable are taken to retain him/her in employment. Where appropriate, assistance with rehabilitation and suitable training are given. Disabled persons have equal opportunities for training, career development and promotion, except insofar as such opportunities are constrained by the practical limitations of their disability. |
ON BEHALF OF THE BOARD: |
Surescreen Holdings Limited (Registered number: 09067025) |
Report of the Directors |
for the Year Ended 31 May 2023 |
The directors present their report with the financial statements of the company for the year ended 31 May 2023. |
DIVIDENDS |
Interim dividends per share were paid during the year as follows: |
A Ordinary £1 | - | £425 | - 31 March 2023 |
B Ordinary £1 | - | £425 | - 31 March 2023 |
C Ordinary £1 | - | £425 | - 31 March 2023 |
The total distribution of dividends for the year ended 31 May 2023 will be £ |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 June 2022 to the date of this report. |
DISCLOSURE IN THE STRATEGIC REPORT |
The matters required to be disclosed under SI (2008) 410 Sch 7 relating to suppliers, customers and others are contained within the Strategic Report as applicable in accordance with s414C(11) of the Companies Act 2006. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the 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 of the profit or loss of the company 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; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Surescreen Holdings Limited (Registered number: 09067025) |
Report of the Directors |
for the Year Ended 31 May 2023 |
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 company'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 company's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Surescreen Holdings Limited |
Opinion |
We have audited the financial statements of Surescreen Holdings Limited (the 'company') for the year ended 31 May 2023 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
_ |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 May 2023 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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. |
Emphasis of matter |
We draw attention to Note 2 to the financial statements which explains that the company is considered to be a going concern. Our opinion is not modified in respect of this matter. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Surescreen Holdings Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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 three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
Based on our understanding of the company and industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the industry and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. Audit procedures performed by the engagement team included: |
- | Enquiry of management around actual and potential litigation and claims; |
- | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
- | Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
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 |
Surescreen Holdings 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 |
Statutory Auditors |
Chartered Accountants |
The Mills |
Canal Street |
Derby |
DE1 2RJ |
Surescreen Holdings Limited (Registered number: 09067025) |
Profit and Loss Account |
for the Year Ended 31 May 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
OPERATING LOSS | ( |
) | ( |
) |
Income from shares in group undertakings |
(21,313,451 | ) | 35,621,993 |
Interest payable and similar expenses | 5 |
(LOSS)/PROFIT BEFORE TAXATION | ( |
) |
Tax on (loss)/profit | 6 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
Surescreen Holdings Limited (Registered number: 09067025) |
Balance Sheet |
31 May 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 8 |
Investment property | 9 |
CURRENT ASSETS |
Debtors | 10 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 11 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Retained earnings | 13 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Surescreen Holdings Limited (Registered number: 09067025) |
Statement of Changes in Equity |
for the Year Ended 31 May 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 June 2021 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 May 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 May 2023 |
Surescreen Holdings Limited (Registered number: 09067025) |
Notes to the Financial Statements |
for the Year Ended 31 May 2023 |
1. | STATUTORY INFORMATION |
Surescreen Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Preparation of consolidated financial statements |
The financial statements contain information about Surescreen Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
Related party exemption |
The company is a wholly owned subsidiary undertaking of Surescreen Holdings (2022) Limited. The company has taken advantage of the exemption contained within Financial Reporting Standard 102 and has therefore not disclosed transactions with entities which form part of the group, other than as normally disclosed in the notes to the financial statements. |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
Fixed asset investments |
Fixed asset investments are stated at cost less provisions for permanent diminution in valuations. Cost includes attributable expenses associated with the purchase of the investment. |
Judgements in applying accounting policies and key sources of estimation |
In the application of the company's accounting policies the directors are required to make judgement estimates and assumptions about the carrying amounts of the company's assets and liabilities. These are based on historical experience and other factors that are considered relevant and are reviewed on a regular basis and recognised in the period in which the estimate is revised. Actual results may differ from these estimates. |
The following are the critical judgements and where relevant the key sources of estimation uncertainty: |
The carrying value of fixed asset investments is assessed annually and reviewed for any indications of impairment. |
As regards to the fair value of the properties held for investment purposes, the directors have considered the portfolio on an aggregate basis given the capital growth potential in the foreseeable future. |
The recoverability of debtors is assessed on the likelihood and circumstances of the particular cost. |
Surescreen Holdings Limited (Registered number: 09067025) |
Notes to the Financial Statements - continued |
for the Year Ended 31 May 2023 |
2. | ACCOUNTING POLICIES - continued |
Going concern |
The financial statements for the year ended 31 May 2023 have been prepared on the going concern basis. |
For the year ended 31 May 2023, the company generated a loss of £21,313,945 with net assets still at £9,318,625. The performance of this period is not expected to be repeated due to the reasons explained within the Strategic Report. |
The directors have prepared a cashflow forecast which demonstrates that the group will have sufficient funds to meet its liabilities as they fall due for the twelve months following the date of these financial statements. Sale of assets, including properties, throughout the group will generate additional funds should it be required and further reduce running costs throughout the group. |
Profits are expected for the 2025 financial year with results to date in line with budget and forecast. |
The Directors believe that the company will have adequate resources to continue to operate for the next twelve months following the date of these financial statements and as such, the directors continue to adopt the going concern basis in preparing the financial statements. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 May 2023 nor for the year ended 31 May 2022. |
The average number of employees during the year was as follows: |
2023 | 2022 |
Directors |
2023 | 2022 |
£ | £ |
Directors' remuneration |
4. | EXCEPTIONAL ITEMS |
2023 | 2022 |
£ | £ |
Irrecoverable intercompany loan | (18,888,166 | ) | - |
Impairment of investment in associate | - | (339,796 | ) |
Impairment of investment in subsidiary | (1,300,200 | ) | - |
(20,188,366 | ) | (339,796 | ) |
Irrecoverable intercompany loan represents amounts irrecoverable from fellow group companies. |
The investment in subsidiary is impaired due to the net liabilities position of the most up to date financial statements. |
The investment in associate was impaired in the prior year due to the net liabilities position of the most up to date financial statements. |
Surescreen Holdings Limited (Registered number: 09067025) |
Notes to the Financial Statements - continued |
for the Year Ended 31 May 2023 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank loan interest |
Interest on taxation |
6. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 May 2023 nor for the year ended 31 May 2022. |
7. | DIVIDENDS |
2023 | 2022 |
£ | £ |
Ordinary shares of £1 each |
Interim |
A Ordinary shares of £1 each |
Interim | 85,000 | - |
B Ordinary shares of £1 each |
Interim | 85,000 | - |
C Ordinary shares of £1 each |
Interim | 85,000 | - |
8. | FIXED ASSET INVESTMENTS |
Unlisted |
investments |
£ |
COST |
At 1 June 2022 |
Additions |
Disposals | ( |
) |
Impairments | ( |
) |
At 31 May 2023 |
NET BOOK VALUE |
At 31 May 2023 |
At 31 May 2022 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: 17 Eagle Park, Alfreton Road, Derby, DE21 4BF |
Nature of business: |
% |
Class of shares: | holding |
Surescreen Holdings Limited (Registered number: 09067025) |
Notes to the Financial Statements - continued |
for the Year Ended 31 May 2023 |
8. | FIXED ASSET INVESTMENTS - continued |
Registered office: 17 Eagle Park, Alfreton Road, Derby, DE21 4BF |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 17 Eagle Park, Alfreton Road, Derby, DE21 4BF |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 9 Exchange Place, I.F.S.C Dublin 1, Dublin, Ireland |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 17 Eagle Park, Alfreton Road, Derby, DE21 4BF |
Nature of business: |
% |
Class of shares: | holding |
Associated company |
Registered office: Cassidys Chartered Accountants, South Stour Offices, Mersham, Kent, England, TN25 7HS |
Nature of business: |
% |
Class of shares: | holding |
£ | £ |
Aggregate capital and reserves | ( |
) | ( |
) |
Loss for the year | ( |
) | ( |
) |
9. | INVESTMENT PROPERTY |
Total |
£ |
FAIR VALUE |
At 1 June 2022 |
Revaluations | (1,073,625 | ) |
At 31 May 2023 |
NET BOOK VALUE |
At 31 May 2023 |
At 31 May 2022 |
Surescreen Holdings Limited (Registered number: 09067025) |
Notes to the Financial Statements - continued |
for the Year Ended 31 May 2023 |
9. | INVESTMENT PROPERTY - continued |
If investment property had not been revalued it would have been included at the following historical cost: |
2023 | 2022 |
£ | £ |
Cost | 10,311,362 | 10,311,362 |
Aggregate depreciation | (654,264 | ) | (448,038 | ) |
Investment Property totalling £7,307,108 was valued on a fair value basis in January 2024 by FHP Property Consultants and the directors consider this to be the fair value at 31 May 2023. The remaining property totalling £1,930,629 was valued on a fair value basis by the directors at 31 May 2023. |
10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
Other creditors |
Directors' loan accounts | - | 2,457,443 |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 600 | 600 |
13. | RESERVES |
Retained |
earnings |
£ |
At 1 June 2022 |
Deficit for the year | ( |
) |
Dividends | ( |
) |
At 31 May 2023 |
Surescreen Holdings Limited (Registered number: 09067025) |
Notes to the Financial Statements - continued |
for the Year Ended 31 May 2023 |
14. | ULTIMATE PARENT COMPANY |
The company's immediate and ultimate parent undertaking is Surescreen Holdings (2022) Limited, which prepares group financial statements. The registered office of Surescreen Holdings (2022) Limited is 17 Eagle Park, Alfreton Road, Derby, DE21 4BF. Copies of the consolidated financial statements of Surescreen Holdings (2022) Limited are available from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ. |