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Registration number: 14872267

Spiers & Hartwell Holdings Limited

Annual Report and Consolidated Financial Statements

for the Period from 16 May 2023 to 29 February 2024

 

Spiers & Hartwell Holdings Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3 to 4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Consolidated Profit and Loss Account

9

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Statement of Cash Flows

16

Notes to the Financial Statements

17 to 40

 

Spiers & Hartwell Holdings Limited

Company Information

Directors

C A Hartwell

D A Hartwell

Registered office

Birmingham Road
Blackminster
Evesham
Worcestershire
WR11 7TD

Auditors

Clement Rabjohns Limited
Registered Auditors and Chartered Accountants
111/113 High Street
Evesham
Worcestershire
WR11 4XP

 

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 Board on 20 August 2024 and signed on its behalf by:
 

.........................................
C A Hartwell
Director

 

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 16 May 2023.

Directors of the group

The directors who held office during the period were as follows:

C A Hartwell (appointed 16 May 2023)

D A Hartwell (appointed 13 June 2023)

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 Board on 20 August 2024 and signed on its behalf by:
 

.........................................
C A Hartwell
Director

 

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.

......................................
Philip Parsons FCA (Senior Statutory Auditor)
For and on behalf of Clement Rabjohns Limited, Statutory Auditor

111/113 High Street
Evesham
Worcestershire
WR11 4XP

20 August 2024

 

Spiers & Hartwell Holdings Limited

Consolidated Profit and Loss Account for the Period from 16 May 2023 to 29 February 2024

Note

2024
£

Turnover

3

14,617,034

Cost of sales

 

(12,288,414)

Gross profit

 

2,328,620

Administrative expenses

 

(1,760,919)

Other operating income

4

347,976

Operating profit

6

915,677

Income from other fixed assets investments

 

47

Other interest receivable and similar income

7

13,182

Interest payable and similar expenses

8

(210,657)

   

(197,428)

Profit before tax

 

718,249

Tax on profit

12

(240,757)

Profit for the financial period

 

477,492

Profit/(loss) attributable to:

 

Owners of the company

 

477,492

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

477,492

Surplus on property, plant and equipment revaluation

15,563

Total comprehensive income for the period

493,055

Total comprehensive income attributable to:

Owners of the company

493,055

 

Spiers & Hartwell Holdings Limited

(Registration number: 14872267)
Consolidated Balance Sheet as at 29 February 2024

Note

2024
£

Fixed assets

 

Tangible assets

14

13,919,647

Investment property

15

677,756

Investments

16

148,240

 

14,745,643

Current assets

 

Stocks

18

175,159

Debtors

19

2,698,929

Investments

20

157

Cash at bank and in hand

 

760,138

 

3,634,383

Creditors: Amounts falling due within one year

22

(3,131,089)

Net current assets

 

503,294

Total assets less current liabilities

 

15,248,937

Creditors: Amounts falling due after more than one year

22

(3,159,989)

Provisions for liabilities

23

(1,387,825)

Net assets

 

10,701,123

Capital and reserves

 

Called up share capital

25

999

Share premium reserve

26

8,940

Capital redemption reserve

26

4,061

Revaluation reserve

26

2,405,430

Retained earnings

26

8,281,693

Equity attributable to owners of the company

 

10,701,123

Shareholders' funds

 

10,701,123

Approved and authorised by the Board on 20 August 2024 and signed on its behalf by:
 

.........................................
C A Hartwell
Director

 

Spiers & Hartwell Holdings Limited

(Registration number: 14872267)
Balance Sheet as at 29 February 2024

Note

2024
£

Fixed assets

 

Tangible assets

14

3,326,412

Investments

16

999

 

3,327,411

Current assets

 

Cash at bank and in hand

 

81,733

Creditors: Amounts falling due within one year

22

(1,651,359)

Net current liabilities

 

(1,569,626)

Total assets less current liabilities

 

1,757,785

Creditors: Amounts falling due after more than one year

22

(1,835,661)

Net liabilities

 

(77,876)

Capital and reserves

 

Called up share capital

25

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 Board on 20 August 2024 and signed on its behalf by:
 

.........................................
C A Hartwell
Director

 

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

-

8,940

4,061

2,426,130

7,767,938

10,207,069

10,207,069

Profit for the period

-

-

-

-

477,492

477,492

477,492

Other comprehensive income

-

-

-

15,563

-

15,563

15,563

Total comprehensive income

-

-

-

15,563

477,492

493,055

493,055

New share capital subscribed

999

-

-

-

-

999

999

Transfers

-

-

-

(36,263)

36,263

-

-

At 29 February 2024

999

8,940

4,061

2,405,430

8,281,693

10,701,123

10,701,123

 

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

-

(78,875)

(78,875)

New share capital subscribed

999

-

999

At 29 February 2024

999

(78,875)

(77,876)

 

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

 

477,492

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

1,497,189

Profit on disposal of tangible assets

5

(100,130)

Finance income

(13,229)

Finance costs

210,657

Income tax expense

12

240,757

 

2,312,736

Working capital adjustments

 

Decrease in stocks

18

25,678

Decrease in trade debtors

19

202,630

Decrease in trade creditors

22

(575,491)

Cash generated from operations

 

1,965,553

Income taxes paid

12

(13,182)

Net cash flow from operating activities

 

1,952,371

Cash flows from investing activities

 

Interest received

13,182

Acquisitions of tangible assets

(4,051,896)

Proceeds from sale of tangible assets

 

757,499

Dividend income

47

Net cash flows from investing activities

 

(3,281,168)

Cash flows from financing activities

 

Interest paid

(210,657)

Proceeds from bank borrowing draw downs

 

2,000,000

Repayment of bank borrowing

 

(48,188)

Payments to finance lease creditors

 

(1,940,315)

Net cash flows from financing activities

 

(199,160)

Net decrease in cash and cash equivalents

 

(1,527,957)

Cash and cash equivalents at 16 May

 

2,288,095

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

 

(78,875)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

33,600

Finance costs

73,225

 

27,950

Working capital adjustments

 

Increase in trade creditors

22

1,535,208

Net cash flow from operating activities

 

1,563,158

Cash flows from investing activities

 

Acquisition of subsidiaries

16

(999)

Acquisitions of tangible assets

(3,360,012)

Net cash flows from investing activities

 

(3,361,011)

Cash flows from financing activities

 

Interest paid

(73,225)

Proceeds from issue of ordinary shares, net of issue costs

 

999

Proceeds from bank borrowing draw downs

 

2,000,000

Repayment of bank borrowing

 

(48,188)

Net cash flows from financing activities

 

1,879,586

Net increase in cash and cash equivalents

 

81,733

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

1

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:
Birmingham Road
Blackminster
Evesham
Worcestershire
WR11 7TD
United Kingdom

These financial statements were authorised for issue by the Board on 20 August 2024.

2

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

Investment property is carried at fair value, derived from the current market prices for comparable real estate determined annually by external valuers. The valuers use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

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

Merger relief has been applied to the share for exchange between the holding and subsidiary company. The cost of investment has been recognised at the nominal value of the shares issued.

 

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.

3

Turnover

The analysis of the group's turnover for the period from continuing operations is as follows:

2024
£

Rendering of services

14,617,034

The analysis of the group's turnover for the period by class of business is as follows:

2024
£

Haulage and distribution

12,855,638

Vehicle servicing

1,761,396

14,617,034

The analysis of the group's turnover for the period by market is as follows:

2024
£

UK

14,617,034

4

Other operating income

The analysis of the group's other operating income for the period is as follows:

2024
£

Sub lease rental income

98,740

Miscellaneous other operating income

249,236

347,976

5

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

100,130

 

Spiers & Hartwell Holdings Limited

Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024

6

Operating profit

Arrived at after charging/(crediting)

2024
£

Depreciation expense

1,497,189

Operating lease expense - plant and machinery

157,521

Profit on disposal of property, plant and equipment

(100,130)

7

Other interest receivable and similar income

2024
£

Other finance income

13,182

8

Interest payable and similar expenses

2024
£

Interest on bank overdrafts and borrowings

73,225

Interest on obligations under finance leases and hire purchase contracts

137,432

210,657

9

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

Wages and salaries

5,337,398

Social security costs

486,785

Other short-term employee benefits

15,279

Pension costs, defined contribution scheme

99,121

5,938,583

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

2024
No.

Administration and support

19

Sales, marketing and distribution

96

Other departments

15

130

 

Spiers & Hartwell Holdings Limited

Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024

10

Directors' remuneration

The directors' remuneration for the period was as follows:

2024
£

Remuneration

192,122

Contributions paid to money purchase schemes

6,150

198,272

During the period the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

Accruing benefits under money purchase pension scheme

2

In respect of the highest paid director:

2024
£

Remuneration

104,082

Company contributions to money purchase pension schemes

4,828

11

Auditors' remuneration

2024
£

Audit of these financial statements

19,540

Other fees to auditors

All other non-audit services

8,935


 

12

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

Deferred taxation

Arising from origination and reversal of timing differences

240,757

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK of 24.5%.

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

718,249

Corporation tax at standard rate

175,971

Tax increase from effect of capital allowances and depreciation

36,287

Effect of revenues exempt from taxation

(5,147)

Effect of expense not deductible in determining taxable profit (tax loss)

28,842

Tax decrease from effect of dividends from UK companies

(12)

Tax increase from other tax effects

4,816

Total tax charge

240,757

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

-

1,480,592

Revaluation of property

-

273,446

Tax losses carry-forwards

-

(366,213)

-

1,387,825

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 £290,000.

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

(15,563)

 

Spiers & Hartwell Holdings Limited

Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024

13

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 16 May 2023

1,050,004

1,050,004

At 29 February 2024

1,050,004

1,050,004

Amortisation

At 16 May 2023

1,050,004

1,050,004

At 29 February 2024

1,050,004

1,050,004

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

14

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

3,950,000

-

388,566

855,108

105,795

10,230,132

15,529,601

Additions

3,360,012

234,232

39,695

19,478

130,799

2,291,560

6,075,776

Disposals

-

-

-

-

-

(1,895,510)

(1,895,510)

At 29 February 2024

7,310,012

234,232

428,261

874,586

236,594

10,626,182

19,709,867

Depreciation

At 16 May 2023

-

-

114,676

567,322

41,226

4,807,948

5,531,172

Charge for the period

95,853

-

21,658

40,574

47,318

1,291,786

1,497,189

Eliminated on disposal

-

-

-

-

-

(1,238,141)

(1,238,141)

At 29 February 2024

95,853

-

136,334

607,896

88,544

4,861,593

5,790,220

Carrying amount

At 29 February 2024

7,214,159

234,232

291,927

266,690

148,050

5,764,589

13,919,647

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 24 January 2023 by an independent valuer.
The Blackminster site was valued by Colliers and is based on market value with vacant possession.
Had this class of asset been measured on a historical cost basis, the carrying amount would have been £1,208,870.
 

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

386,445

 

Company

Land and buildings
£

Total
£

Cost or valuation

Additions

3,360,012

3,360,012

At 29 February 2024

3,360,012

3,360,012

Depreciation

Charge for the period

33,600

33,600

At 29 February 2024

33,600

33,600

Carrying amount

At 29 February 2024

3,326,412

3,326,412

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

Unit 6A Enterprise Way, Vale Park, Evesham, WR11 1GS with a carrying amount of £3,326,412 has been pledged as security for the two business loans with Lloyds Bank.

 

Spiers & Hartwell Holdings Limited

Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024

15

Investment properties

Group

2024
£

At 16 May

677,756

At 29 February

677,756

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.

16

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

CBG Transport Limited

Birmingham Road
Blackminster
Evesham
Worcestershire
WR11 7TD

Ordinary

50%

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 road transport and distribution .
 

 

Aggregate financial information of associates

2024
£

Group's share of profit or loss in associates

82,921

Company

2024
£

Investments in subsidiaries

999

Subsidiaries

£

Cost or valuation

Additions

999

Provision

Carrying amount

At 29 February 2024

999

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

Spiers & Hartwell Limited

Birmingham Road
Blackminster
Evesham
Worcestershire
WR11 7TD

England, UK

Ordinary

100%

 

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 haulage and transportation of general and perishable goods.

17

Business combinations

On 13 June 2023, Spiers & Hartwell Holdings Limited acquired 100% of the issued share capital of Spiers & Hartwell Limited , obtaining control.

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.

18

Stocks

 

Group

Company

2024
£

2024
£

Raw materials and consumables

175,159

-

19

Debtors

   

Group

Company

Current

Note

2024
£

2024
£

Trade debtors

 

2,023,382

-

Amounts owed by related parties

32

28,963

-

Prepayments

 

378,315

-

Income tax asset

12

268,269

-

   

2,698,929

-

20

Current asset investments

 

Group

Company

2024
£

2024
£

Other investments

157

-

21

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

1,289

-

Cash at bank

758,849

81,733

760,138

81,733

22

Creditors

   

Group

Company

Note

2024
£

2024
£

Due within one year

 

Loans and borrowings

27

1,682,356

116,151

Trade creditors

 

492,949

-

Amounts due to related parties

32

338,409

1,521,007

Social security and other taxes

 

455,625

2,884

Other payables

 

15,825

-

Accruals

 

145,925

11,317

 

3,131,089

1,651,359

Due after one year

 

Loans and borrowings

27

3,159,989

1,835,661

23

Provisions for liabilities

Group

Deferred tax
£

Total
£

Additional provisions

1,387,825

1,387,825

At 29 February 2024

1,387,825

1,387,825

 

Spiers & Hartwell Holdings Limited

Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024

24

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 £99,121.

25

Share capital

Allotted, called up and fully paid shares

2024

No.

£

Ordinary shares of £1 each

999

999

   

New shares allotted

During the period 999 Ordinary shares having an aggregate nominal value of £999 were allotted for an aggregate consideration of £999. The shares were issued in relation to a share for share exchange with the subsidiary, Spiers & Hartwell Limited.

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

26

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

15,563

15,563

Company

Profit and loss account

Includes all current and prior period retained profits and losses.

27

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2024
£

2024
£

Bank borrowings

1,835,661

1,835,661

Hire purchase contracts

1,324,328

-

3,159,989

1,835,661

Current loans and borrowings

 

Group

Company

2024
£

2024
£

Bank borrowings

116,151

116,151

Hire purchase contracts

1,566,205

-

1,682,356

116,151

Company

Bank borrowings

The Lloyds Bank business loan 1 is denominated in Pound Sterling (£) with a nominal interest rate of 7.366%, and the final instalment is due on 30 August 2035. The carrying amount at period end is £973,630.

The loan is secured over the property known as Unit 6a Enterprise Way, Vale Park, Evesham, WR11 1GS.
There is also an omnibus guarantee and set-off arrangement with Lloyds Bank between the company and it's subsidiary, Spiers & Hartwell Limited.
The loan is repayable by monthly instalments. The interest rate of 7.366% is fixed until 30 August 2029.

 

Spiers & Hartwell Holdings Limited

Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024

The Lloyds Bank business loan 2 is denominated in Pound Sterling (£) with a nominal interest rate of 2.23 over bank base rate%, and the final instalment is due on 30 August 2035. The carrying amount at period end is £978,182.

The loan is secured over the property known as Unit 6a Enterprise Way, Vale Park, Evesham, WR11 1GS.
There is also an omnibus guarantee and set-off arrangement with Lloyds Bank between the company and it's subsidiary, Spiers & Hartwell Limited.
The loan is repayable by monthly instalments.

Included in the loans and borrowings are the following amounts due after more than five years:

2024
£

After more than five years by instalments

1,297,747

-

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).

28

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

1,566,205

Later than one year and not later than five years

1,324,328

2,890,533

Operating leases

The total of future minimum lease payments is as follows:

2024
£

Not later than one year

59,300

Later than one year and not later than five years

59,083

118,383

The amount of non-cancellable operating lease payments recognised as an expense during the period was £127,970 .

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

90,000

Later than one year and not later than five years

315,000

405,000

Total contingent rents recognised as income in the period are £45,000.

There is a licence to occupy is in place with the company's subsidiary, Spiers & Hartwell Limited relating the the Vale Park property.

29

Commitments

Group

Capital commitments

At the year end the company had 5 trailers on order.
The total amount contracted for but not provided in the financial statements was £386,445.

 

Spiers & Hartwell Holdings Limited

Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024

30

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)

 

(518,873)

(1,539,454)

(2,023,880)

-

(4,082,207)

 

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)

 

(1,870,079)

-

(1,870,079)

 

Spiers & Hartwell Holdings Limited

Notes to the Financial Statements for the Period from 16 May 2023 to 29 February 2024

31

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 £1,951,812.

32

Related party transactions

Group

Summary of transactions with associates

CBG Transport Ltd (own 50% of the shares)
 Sales, purchases and rental income from CBG Transport Ltd. Dividends received in the year amounted to £89,194).
 

Income and receivables from related parties

2024

Associates
£

Receipt of services

2,219,394

Leases

60,900

2,280,294

Amounts receivable from related party

28,963

Expenditure with and payables to related parties

2024

Associates
£

Rendering of services

66,880

Loans from related parties

2024

Key management
£

Total
£

At start of period

695,343

695,343

Advanced

159,290

159,290

Repaid

(516,223)

(516,223)

At end of period

338,410

338,410

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

Loans with key management are repayable on demand and interest is charged on overdrawn amounts only at 2.25% pa.
 

33

Parent and ultimate parent undertaking

The ultimate controlling party is Christopher Hartwell.