Registration number:
Spiers & Hartwell Holdings Limited
for the Period from 16 May 2023 to 29 February 2024
Spiers & Hartwell Holdings Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Statement of Cash Flows |
|
Notes to the Financial Statements |
Spiers & Hartwell Holdings Limited
Company Information
Directors |
C A Hartwell D A Hartwell |
Registered office |
|
Auditors |
|
Spiers & Hartwell Holdings Limited
Strategic Report for the period from 16 May 2023 to 29 February 2024
The directors present their strategic report for the period from 16 May 2023 to 29 February 2024.
Principal activity
The principal activity of the group is the parent company to Spiers & Hartwell Limited, whose principal activity is haulage and transportation of general and perishable goods, and vehicle servicing.
Fair review of the business
The company is a holding company to a haulage and distribution company. This section of the business continues to perform well and represents the majority of the turnover for the group. The vehicle servicing business acquired some years ago trading under the name Spencer Commercial is also running smoothly and is profitable.
Given the straightforward nature of the business, the company’s directors are of the opinion that analysis using non-financial key performance indicators is not necessary for an understanding of the development, performance or position of the business.
The group's key financial and other performance indicators during the period were as follows:
Financial KPIs |
Unit |
2024 |
Turnover |
£ |
14,617,035 |
Gross profit |
% |
16 |
Profit before tax |
£ |
718,249 |
Cash |
£ |
760,139 |
Assets |
£ |
18,380,028 |
Principal risks and uncertainties
The key business risks and uncertainties affecting the group are considered to relate to competition from both national and independent hauliers and providers of storage, employee retention and product availability.
Impact of Brexit related risks
Following on the from Brexit and the war in Ukraine there are risks and uncertainties that could affect the group around supply chain disruptions, particularly around fuel, unavailability of personnel, reductions in sales, disruptions around travel, and closure of buildings.
Approved and authorised by the
......................................... |
Spiers & Hartwell Holdings Limited
Directors' Report for the Period from 16 May 2023 to 29 February 2024
The directors present their report and the for the period from 16 May 2023 to 29 February 2024.
Incorporation
The company was incorporated on
Directors of the group
The directors who held office during the period were as follows:
Financial instruments
Objectives and policies
The group’s activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the group’s policies approved by the board of directors. The group does not use derivative financial instruments for speculative purposes.
Price risk, credit risk, liquidity risk and cash flow risk
Price risk
The group is exposed to commodity price risk. The group does not manage its exposure to commodity price risk due to cost benefit considerations.
Credit risk
The group’s principal financial assets are bank balances and cash, trade and other debtors, and investments.
The group’s credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debts. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The group has no significant concentration of credit risk with exposure spread over a large number of counterparties and customers.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term and short-term debt finance.
Cash flow risk
Interest bearing assets and liabilities are held at fixed rate to ensure certainty of cash flows.
Going concern
Spiers & Hartwell Holdings Limited
Directors' Report for the Period from 16 May 2023 to 29 February 2024
The group is expected to continue to generate profits and positive cash flows for the foreseeable future.
The directors, having assessed future profit forecasts and the level of financial support available, where necessary, have no reason to believe that a material uncertainty exists about the ability of the group to ensure that is can continue as a going concern for a period of at least a year from the date of approval of the financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
......................................... |
Spiers & Hartwell Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Spiers & Hartwell Holdings Limited
Independent Auditor's Report to the Members of Spiers & Hartwell Holdings Limited
Opinion
We have audited the financial statements of Spiers & Hartwell Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 16 May 2023 to 29 February 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 29 February 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 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 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.
Spiers & Hartwell Holdings Limited
Independent Auditor's Report to the Members of Spiers & Hartwell Holdings Limited
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the 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.
Auditor 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.
Spiers & Hartwell Holdings Limited
Independent Auditor's Report to the Members of Spiers & Hartwell Holdings Limited
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• |
Enquiry of management, those charged with governance around actual and potential litigation and claims. |
• |
Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations. |
• |
Reviewing minutes of meetings of those charged with governance. |
• |
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
• |
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
111/113 High Street
Worcestershire
WR11 4XP
Spiers & Hartwell Holdings Limited
Consolidated Profit and Loss Account for the Period from 16 May 2023 to 29 February 2024
Note |
2024 |
|
Turnover |
|
|
Cost of sales |
( |
|
Gross profit |
|
|
Administrative expenses |
( |
|
Other operating income |
|
|
Operating profit |
|
|
Income from other fixed assets investments |
|
|
Other interest receivable and similar income |
|
|
Interest payable and similar expenses |
( |
|
(197,428) |
||
Profit before tax |
|
|
Tax on profit |
( |
|
Profit for the financial period |
|
|
Profit/(loss) attributable to: |
||
Owners of the company |
|
The above results were derived from continuing operations.
Spiers & Hartwell Holdings Limited
Consolidated Statement of Comprehensive Income for the Period from 16 May 2023 to 29 February 2024
2024 |
|
Profit for the period |
|
Surplus on property, plant and equipment revaluation |
|
Total comprehensive income for the period |
|
Total comprehensive income attributable to: |
|
Owners of the company |
|
Spiers & Hartwell Holdings Limited
(Registration number: 14872267)
Consolidated Balance Sheet as at 29 February 2024
Note |
2024 |
|
Fixed assets |
||
Tangible assets |
|
|
Investment property |
|
|
Investments |
|
|
|
||
Current assets |
||
Stocks |
|
|
Debtors |
|
|
Investments |
|
|
Cash at bank and in hand |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
|
Net current assets |
|
|
Total assets less current liabilities |
|
|
Creditors: Amounts falling due after more than one year |
( |
|
Provisions for liabilities |
( |
|
Net assets |
|
|
Capital and reserves |
||
Called up share capital |
999 |
|
Share premium reserve |
8,940 |
|
Capital redemption reserve |
4,061 |
|
Revaluation reserve |
2,405,430 |
|
Retained earnings |
8,281,693 |
|
Equity attributable to owners of the company |
10,701,123 |
|
Shareholders' funds |
10,701,123 |
Approved and authorised by the
......................................... |
Spiers & Hartwell Holdings Limited
(Registration number: 14872267)
Balance Sheet as at 29 February 2024
Note |
2024 |
|
Fixed assets |
||
Tangible assets |
|
|
Investments |
|
|
|
||
Current assets |
||
Cash at bank and in hand |
|
|
Creditors: Amounts falling due within one year |
( |
|
Net current liabilities |
( |
|
Total assets less current liabilities |
|
|
Creditors: Amounts falling due after more than one year |
( |
|
Net liabilities |
( |
|
Capital and reserves |
||
Called up share capital |
999 |
|
Retained earnings |
(78,875) |
|
Shareholders' deficit |
(77,876) |
The company made a loss after tax for the financial period of £78,875 ( - loss of £-).
Approved and authorised by the
......................................... |
Spiers & Hartwell Holdings Limited
Consolidated Statement of Changes in Equity for the Period from 16 May 2023 to 29 February 2024
Equity attributable to the parent company
Share capital |
Share premium |
Capital redemption reserve |
Revaluation reserve |
Retained earnings |
Total |
Total equity |
|
At 16 May 2023 |
- |
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
- |
|
|
|
Other comprehensive income |
- |
- |
- |
|
- |
|
|
Total comprehensive income |
- |
- |
- |
|
|
|
|
New share capital subscribed |
|
- |
- |
- |
- |
|
|
Transfers |
- |
- |
- |
(36,263) |
36,263 |
- |
- |
At 29 February 2024 |
|
|
|
|
|
|
|
Spiers & Hartwell Holdings Limited
Statement of Changes in Equity for the Period from 16 May 2023 to 29 February 2024
Share capital |
Retained earnings |
Total |
|
Loss for the period |
- |
( |
( |
New share capital subscribed |
|
- |
|
At 29 February 2024 |
|
( |
( |
Spiers & Hartwell Holdings Limited
Consolidated Statement of Cash Flows for the Period from 16 May 2023 to 29 February 2024
Note |
2024 |
|
Cash flows from operating activities |
||
Profit for the period |
|
|
Adjustments to cash flows from non-cash items |
||
Depreciation and amortisation |
|
|
Profit on disposal of tangible assets |
( |
|
Finance income |
( |
|
Finance costs |
|
|
Income tax expense |
|
|
|
||
Working capital adjustments |
||
Decrease in stocks |
|
|
Decrease in trade debtors |
|
|
Decrease in trade creditors |
( |
|
Cash generated from operations |
|
|
Income taxes paid |
( |
|
Net cash flow from operating activities |
|
|
Cash flows from investing activities |
||
Interest received |
|
|
Acquisitions of tangible assets |
( |
|
Proceeds from sale of tangible assets |
|
|
Dividend income |
|
|
Net cash flows from investing activities |
( |
|
Cash flows from financing activities |
||
Interest paid |
( |
|
Proceeds from bank borrowing draw downs |
|
|
Repayment of bank borrowing |
( |
|
Payments to finance lease creditors |
( |
|
Net cash flows from financing activities |
( |
|
Net decrease in cash and cash equivalents |
( |
|
Cash and cash equivalents at 16 May |
|
|
Cash and cash equivalents at 29 February |
760,138 |
Spiers & Hartwell Holdings Limited
Statement of Cash Flows for the Period from 16 May 2023 to 29 February 2024
Note |
2024 |
|
Cash flows from operating activities |
||
Loss for the period |
( |
|
Adjustments to cash flows from non-cash items |
||
Depreciation and amortisation |
|
|
Finance costs |
|
|
|
||
Working capital adjustments |
||
Increase in trade creditors |
|
|
Net cash flow from operating activities |
|
|
Cash flows from investing activities |
||
Acquisition of subsidiaries |
( |
|
Acquisitions of tangible assets |
( |
|
Net cash flows from investing activities |
( |
|
Cash flows from financing activities |
||
Interest paid |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
Proceeds from bank borrowing draw downs |
|
|
Repayment of bank borrowing |
( |
|
Net cash flows from financing activities |
|
|
Net increase in cash and cash equivalents |
|
|
Cash and cash equivalents at 16 May |
- |
|
Cash and cash equivalents at 29 February |
81,733 |
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
General information |
The company is a private company limited by share capital, incorporated in England and Wales, UK.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
These financial statements are presented in Pound Sterling (£).
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 29 February 2024.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £78,875 ( - loss of £-).
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements have been prepared on a going concern basis.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Land |
Nil |
Buildings |
Straight line over 50 years |
Plant and machinery |
15-30% reducing balance |
Cold store |
Straight line over 15 years |
Motor fleet |
20-25% reducing balance |
Racehorses |
Straight line over 5 years |
Investment property
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Merger accounting
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
Straight line over 2 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Turnover |
The analysis of the group's turnover for the period from continuing operations is as follows:
2024 |
|
Rendering of services |
|
The analysis of the group's turnover for the period by class of business is as follows:
2024 |
|
Haulage and distribution |
|
Vehicle servicing |
|
|
The analysis of the group's turnover for the period by market is as follows:
2024 |
|
UK |
|
Other operating income |
The analysis of the group's other operating income for the period is as follows:
2024 |
|
Sub lease rental income |
|
Miscellaneous other operating income |
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the period is as follows:
2024 |
|
Gain on disposal of tangible assets |
|
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Operating profit |
Arrived at after charging/(crediting)
2024 |
|
Depreciation expense |
|
Operating lease expense - plant and machinery |
|
Profit on disposal of property, plant and equipment |
( |
Other interest receivable and similar income |
2024 |
|
Other finance income |
|
Interest payable and similar expenses |
2024 |
|
Interest on bank overdrafts and borrowings |
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
|
Wages and salaries |
|
Social security costs |
|
Other short-term employee benefits |
|
Pension costs, defined contribution scheme |
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
2024 |
|
Administration and support |
|
Sales, marketing and distribution |
|
Other departments |
|
|
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Directors' remuneration |
The directors' remuneration for the period was as follows:
2024 |
|
Remuneration |
|
Contributions paid to money purchase schemes |
|
198,272 |
During the period the number of directors who were receiving benefits and share incentives was as follows:
2024 |
|
Accruing benefits under money purchase pension scheme |
|
In respect of the highest paid director:
2024 |
|
Remuneration |
|
Company contributions to money purchase pension schemes |
|
Auditors' remuneration |
2024 |
|
Audit of these financial statements |
19,540 |
Other fees to auditors |
|
All other non-audit services |
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
2024 |
|
Deferred taxation |
|
Arising from origination and reversal of timing differences |
|
The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK of
The differences are reconciled below:
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
2024 |
|
Profit before tax |
|
Corporation tax at standard rate |
|
Tax increase from effect of capital allowances and depreciation |
|
Effect of revenues exempt from taxation |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
Tax decrease from effect of dividends from UK companies |
( |
Tax increase from other tax effects |
|
Total tax charge |
|
The main rate of corporation tax in the UK increased to 25% on 1 April 2023. Deferred tax has been calculated using the 25% rate.
Deferred tax
Group
Deferred tax assets and liabilities
2024 |
Asset |
Liability |
Accelerated tax depreciation |
- |
|
Revaluation of property |
- |
|
Tax losses carry-forwards |
- |
( |
- |
|
The amount of the net reversal of deferred tax assets and deferred tax liabilities expected to occur during the year beginning after the reporting period is £
Company
Tax relating to items recognised in other comprehensive income or equity - group
2024 |
|
Deferred tax related to items recognised as items of other comprehensive income |
( |
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
At 16 May 2023 |
|
|
At 29 February 2024 |
|
|
Amortisation |
||
At 16 May 2023 |
|
|
At 29 February 2024 |
|
|
Carrying amount |
||
At 29 February 2024 |
- |
- |
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Tangible assets |
Group
Land and buildings |
Properties under construction |
Cold store |
Plant and machinery |
Racehorses |
Motor vehicles |
Total |
|
Cost or valuation |
|||||||
At 16 May 2023 |
|
- |
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
Disposals |
- |
- |
- |
- |
- |
( |
( |
At 29 February 2024 |
|
|
|
|
|
|
|
Depreciation |
|||||||
At 16 May 2023 |
- |
- |
|
|
|
|
|
Charge for the period |
|
- |
|
|
|
|
|
Eliminated on disposal |
- |
- |
- |
- |
- |
( |
( |
At 29 February 2024 |
|
- |
|
|
|
|
|
Carrying amount |
|||||||
At 29 February 2024 |
|
|
|
|
|
|
|
Included within the net book value of land and buildings above is £7,214,159 in respect of freehold land and buildings.
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Revaluation
The fair value of the group's freehold land and buildings situated at Blackminster, Evesham was revalued on
Had this class of asset been measured on a historical cost basis, the carrying amount would have been £
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2024 |
|
Motor vehicles |
4,577,859 |
Cold store |
214,157 |
4,792,016 |
Contractual commitments for the acquisition of property, plant and equipment
Contractual commitments for the acquisition of tangible assets were as follows:
2024 |
|
Motor vehicles |
|
Company
Land and buildings |
Total |
|
Cost or valuation |
||
Additions |
|
|
At 29 February 2024 |
|
|
Depreciation |
||
Charge for the period |
|
|
At 29 February 2024 |
|
|
Carrying amount |
||
At 29 February 2024 |
|
|
Included within the net book value of land and buildings above is £3,326,412 in respect of freehold land and buildings.
Restriction on title and pledged as security
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Investment properties |
Group
2024 |
|
At 16 May |
|
At 29 February |
|
Fair value movements in the investment property is based on recent sales in the same area and applying a similar increase or decrease in value.
There has been no valuation of investment property by an independent valuer.
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
2024 |
|||
Associates |
|||
|
Birmingham Road
|
Ordinary |
|
England, UK |
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Associate undertakings
CBG Transport Limited
The principal activity of CBG Transport Limited is |
Aggregate financial information of associates
2024 |
|
Group's share of profit or loss in associates |
|
Company
2024 |
|
Investments in subsidiaries |
|
Subsidiaries |
£ |
Cost or valuation |
|
Additions |
|
Provision |
|
Carrying amount |
|
At 29 February 2024 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
2024 |
|||
Subsidiary undertakings |
|||
|
Birmingham Road
England, UK |
|
|
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Subsidiary undertakings |
Spiers & Hartwell Limited The principal activity of Spiers & Hartwell Limited is |
Business combinations |
On
This formed part of a group reconstruction through a share for share exchange. The Companies Act merger relief provisions have been applied to this acquisition.
|
Stocks |
Group |
Company |
|
2024 |
2024 |
|
Raw materials and consumables |
|
- |
Debtors |
Group |
Company |
||
Current |
Note |
2024 |
2024 |
Trade debtors |
|
- |
|
Amounts owed by related parties |
|
- |
|
Prepayments |
|
- |
|
Income tax asset |
|
- |
|
|
- |
Current asset investments |
Group |
Company |
|
2024 |
2024 |
|
Other investments |
|
- |
Cash and cash equivalents |
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Group |
Company |
|
2024 |
2024 |
|
Cash on hand |
|
- |
Cash at bank |
|
|
|
|
Creditors |
Group |
Company |
||
Note |
2024 |
2024 |
|
Due within one year |
|||
Loans and borrowings |
|
|
|
Trade creditors |
|
- |
|
Amounts due to related parties |
|
|
|
Social security and other taxes |
|
|
|
Other payables |
|
- |
|
Accruals |
|
|
|
|
|
||
Due after one year |
|||
Loans and borrowings |
|
|
Provisions for liabilities |
Group
Deferred tax |
Total |
|
Additional provisions |
|
|
At 29 February 2024 |
|
|
|
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
Share capital |
Allotted, called up and fully paid shares
2024 |
||
No. |
£ |
|
|
|
999 |
New shares allotted
During the period 999 |
Rights, preferences and restrictions
Ordinary shares have the following rights, preferences and restrictions: |
Reserves |
Group
Share premium
Non-distributable reserve formed of the premium paid for new shares above their nominal value.
Capital redemption reserve
Non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares.
Revaluation reserve
Includes revaluation gains and losses relating to the freehold property.
Profit and loss account
Includes all current and prior period retained profits and losses.
The changes to each component of equity resulting from items of other comprehensive income for the current period were as follows:
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Revaluation reserve |
Total |
|
Surplus/deficit on property, plant and equipment revaluation |
|
|
|
Company
Profit and loss account
Includes all current and prior period retained profits and losses.
Loans and borrowings |
Non-current loans and borrowings
Group |
Company |
|
2024 |
2024 |
|
Bank borrowings |
|
|
Hire purchase contracts |
|
- |
|
|
Current loans and borrowings
Group |
Company |
|
2024 |
2024 |
|
Bank borrowings |
|
|
Hire purchase contracts |
|
- |
|
|
Company
Bank borrowings
The loan is secured over the property known as Unit 6a Enterprise Way, Vale Park, Evesham, WR11 1GS.
|
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
The loan is secured over the property known as Unit 6a Enterprise Way, Vale Park, Evesham, WR11 1GS.
|
Included in the loans and borrowings are the following amounts due after more than five years:
2024 |
|
After more than five years by instalments |
|
- |
Bank borrowings and debenture loans after five years
The business loans with Lloyds bank are repayable by monthly instalments with interest rates of 7.366% fixed (loan 1) and 2.23% over the bank bank base rate (loan 2).
Obligations under leases and hire purchase contracts |
Group
Finance leases
Finance leases are secured over the assets to which they relate.
The total of future minimum lease payments is as follows:
2024 |
|
Not later than one year |
|
Later than one year and not later than five years |
|
|
Operating leases
The total of future minimum lease payments is as follows:
2024 |
|
Not later than one year |
|
Later than one year and not later than five years |
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the period was £
Company
Operating leases - lessor
The total of future minimum lease payments is as follows:
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
2024 |
|
Not later than one year |
|
Later than one year and not later than five years |
|
|
Total contingent rents recognised as income in the period are £
There is a licence to occupy is in place with the company's subsidiary, Spiers & Hartwell Limited relating the the Vale Park property.
Commitments |
Group
Capital commitments
The total amount contracted for but not provided in the financial statements was £
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Analysis of changes in net debt |
Group
At 16 May 2023 |
Financing cash flows |
New finance leases |
Other non-cash changes |
At 29 February 2024 |
|
Cash and cash equivalents |
|||||
Cash |
2,288,095 |
(1,527,957) |
- |
- |
760,138 |
Borrowings |
|||||
Long term borrowings |
- |
(1,951,812) |
- |
116,151 |
(1,835,661) |
Short term borrowings |
- |
- |
- |
(116,151) |
(116,151) |
Lease liabilities |
(2,806,968) |
1,940,315 |
(2,023,880) |
- |
(2,890,533) |
(2,806,968) |
(11,497) |
(2,023,880) |
- |
(4,842,345) |
|
|
|||||
( |
( |
( |
- |
( |
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Company
Financing cash flows |
Other non-cash changes |
At 29 February 2024 |
|
Cash and cash equivalents |
|||
Cash |
81,733 |
- |
81,733 |
Borrowings |
|||
Long term borrowings |
(1,951,812) |
116,151 |
(1,835,661) |
Short term borrowings |
- |
(116,151) |
(116,151) |
(1,951,812) |
- |
(1,951,812) |
|
( |
- |
( |
|
|
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Financial guarantee contracts |
Group
The whole group is party to an omnibus guarantee and set-off agreement given to Lloyds Bank in respect of group borrowings. The agreement provides security over group borrowings in the form of security over the property known as Unit 6a Enterprise Way, Vale Park, Evesham, WR11 1GS, owned by the parent company.
The amount of the financial guarantee contract is £
Related party transactions |
Group
Summary of transactions with associates
Income and receivables from related parties
2024 |
Associates |
Receipt of services |
|
Leases |
|
|
|
Amounts receivable from related party |
|
|
Expenditure with and payables to related parties
2024 |
Associates |
Rendering of services |
|
|
Loans from related parties
2024 |
Key management |
Total |
At start of period |
|
|
Advanced |
|
|
Repaid |
( |
( |
At end of period |
|
|
|
Terms of loans from related parties
Spiers & Hartwell Holdings Limited
Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024
Parent and ultimate parent undertaking |
The ultimate controlling party is