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Mistsolar Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 March 2024






Mistsolar Limited

Company Information
for the Year Ended 31 March 2024







DIRECTORS: G Pesticcio
P L Daplyn
L A Pesticcio



SECRETARY: P L Daplyn



REGISTERED OFFICE: Bridgend Ford
Cowbridge Road
Watertown Industrial Estate
Bridgend
CF31 3BF



REGISTERED NUMBER: 01964884 (England and Wales)



AUDITORS: BPU Limited
Chartered Accountants
Statutory Auditor
Radnor House
Greenwood Close
Cardiff Gate Business Park
Cardiff
CF23 8AA



BANKERS: Natwest Bank plc
28 Adare Street
Bridgend
Mid Glamorgan
CF31 1EJ

Mistsolar Limited (Registered number: 01964884)

Strategic Report
for the Year Ended 31 March 2024



REVIEW OF BUSINESS
The results on page 9 indicate a profit before tax of £28,728 from sales of £49,525,266 (2023: Profit before tax of £547,638 from sales of £42,559,398)

New car sales saw an improvement in volumes but a decline in margins. For commercial vehicles supply remained restricted but margins remained strong. Used vehicle prices declined quickly in the second half of the year resulting in a sustained decline in margins as we saw the reversal of the appreciation in used car prices of the prior years. Vehicle departments were under margin stress as high interest rates caused increases in the monthly cost for customers to replace their vehicles, adding to other household expenditure pressures. The performance of the after-sales department strengthened due to some customers choosing to keep their vehicles for longer. Interest charges also affected the costs of the business as stocking charges were up by approximately £200,000 on the previous year.

The key performance indicator for the company is gross profit per new vehicle sold. This has decreased by 18% on the previous year but remains above market average.

PRINCIPAL RISKS AND UNCERTAINTIES
Interest rates remaining high is one of the biggest risks to the business, as 90% of vehicle sales are purchased with some sort of finance. This will lead to higher monthly payments for customers, as will the switch to electric vehicles as these products tend to be more expensive.High interest rates may also reduce available household disposable income, particularly as domestic mortgages come off previous fixed rate deals at lower interest rates.

The increase in electric vehicles has brought more manufacturers particularly from China into the marketplace, thus the market is undergoing some disruption.

STRATEGY AND FUTURE DEVELOPMENTS
The company continues its strategy of consolidating its position by growing all departments and in particular is investing in capital and training to take advantage of the evolving market in electric vehicles.

THIS REPORT WAS APPROVED BY THE BOARD:





P L Daplyn - Director


15 October 2024

Mistsolar Limited (Registered number: 01964884)

Report of the Directors
for the Year Ended 31 March 2024


The directors present their report with the financial statements of the company for the year ended 31 March 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the operation of a Ford Motor Company franchised dealership.

DIVIDENDS
The total distribution of dividends for the year ended 31 March 2024 was £222,666 (2023 - £301,920).

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report.

G Pesticcio
P L Daplyn

Other changes in directors holding office are as follows:

L A Pesticcio - appointed 1 December 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Mistsolar Limited (Registered number: 01964884)

Report of the Directors
for the Year Ended 31 March 2024


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

THIS REPORT WAS APPROVED BY THE BOARD:





P L Daplyn - Director


15 October 2024

Report of the Independent Auditors to the Members of
Mistsolar Limited


Opinion
We have audited the financial statements of Mistsolar Limited (the 'company') for the year ended 31 March 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Report of the Independent Auditors to the Members of
Mistsolar Limited


Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Mistsolar Limited


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risks of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

The laws and regulations that we determined were most significant to the company were Health & Safety regulations, regulation of The Financial Conduct Authority, the Companies Act 2006, Environmental law, Employment law and UK corporate tax laws.

We obtained an understanding of how the company is complying with those laws and regulations by making enquiries of the management and those charged with governance, and corroborated these enquiries through our review of relevant documentation and review of legal and professional spend for the year.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. We addressed the risk of management override of internal controls and assessed the effectiveness of the controls that management has in place to prevent and detect fraud, including testing of manual journals and evaluating the assumptions and judgements made by management in its significant accounting estimates. We also addressed the risk of incorrect stock valuation to ensure motor vehicles were recorded in the financial statements at the lower of cost and net realisable value.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Mistsolar Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




John Huw Palin FCA (Senior Statutory Auditor)
for and on behalf of BPU Limited
Chartered Accountants
Statutory Auditor

15 October 2024

Mistsolar Limited (Registered number: 01964884)

Profit and Loss Account
for the Year Ended 31 March 2024

2024 2023
Notes £ £

TURNOVER 49,525,266 42,559,398

Cost of sales (43,634,779 ) (37,336,308 )
GROSS PROFIT 5,890,487 5,223,090

Distribution costs (3,485,047 ) (2,774,545 )
Administrative expenses (2,105,280 ) (1,844,963 )
OPERATING PROFIT 4 300,160 603,582


Interest payable and similar
expenses

5

(271,433

)

(55,944

)
PROFIT BEFORE TAXATION 28,727 547,638

Tax on profit 6 (11,236 ) (94,775 )
PROFIT FOR THE FINANCIAL YEAR 17,491 452,863

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

17,491

452,863

Mistsolar Limited (Registered number: 01964884)

Balance Sheet
31 March 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Tangible assets 8 202,625 229,645
Investments 9 10,100 10,100
212,725 239,745

CURRENT ASSETS
Stocks 10 11,049,564 10,229,383
Debtors 11 1,296,749 890,926
Cash at bank and in hand 1,082,167 2,961,106
13,428,480 14,081,415
CREDITORS
Amounts falling due within one year 12 10,977,799 11,364,826
NET CURRENT ASSETS 2,450,681 2,716,589
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,663,406

2,956,334

CREDITORS
Amounts falling due after more than
one year

13

-

(80,953

)

PROVISIONS FOR LIABILITIES 17 (50,700 ) (57,500 )
NET ASSETS 2,612,706 2,817,881

CAPITAL AND RESERVES
Called up share capital 18 50,000 50,000
Retained earnings 19 2,562,706 2,767,881
SHAREHOLDERS' FUNDS 2,612,706 2,817,881

Mistsolar Limited (Registered number: 01964884)

Balance Sheet - continued
31 March 2024


The financial statements were approved by the Board of Directors and authorised for issue on 15 October 2024 and were signed on its behalf by:





P L Daplyn - Director


Mistsolar Limited (Registered number: 01964884)

Statement of Changes in Equity
for the Year Ended 31 March 2024

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 April 2022 50,000 2,616,938 2,666,938

Changes in equity
Dividends - (301,920 ) (301,920 )
Total comprehensive income - 452,863 452,863
Balance at 31 March 2023 50,000 2,767,881 2,817,881

Changes in equity
Dividends - (222,666 ) (222,666 )
Total comprehensive income - 17,491 17,491
Balance at 31 March 2024 50,000 2,562,706 2,612,706

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements
for the Year Ended 31 March 2024


1. STATUTORY INFORMATION

Mistsolar Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover
Turnover represents net invoiced sales of goods and services in relation to the sale and repair of motor vehicles, excluding value added tax.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant, machinery & computer
equipment

-

between 3 and 10 years
Fixtures, fittings & office equipment - between 5 and 10 years

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Stocks
Stock is valued at the lower of cost and net realisable value.


Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024


2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Assets held under finance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and depreciated over their useful lives.

The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding.

Rentals paid under operating leases are charged to income on a straight line basis over the lease term.

Pension costs
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the profit and loss account in the period to which they relate.

Investments
Investments held as fixed assets are stated at cost.

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024


3. EMPLOYEES AND DIRECTORS

20242023
£   £   
Wages and salaries2,959,1362,774,571
Social security costs294,279292,440
3,253,4153,067,011

Average number of employees during the yearNumberNumber
Administration1415
Parts88
Service2927
Sales3632
8782

2024 2023
£ £
Directors' remuneration 278,443 245,965
Directors' pensions 40,000 84,000
315,443 329,965


Information regarding the highest paid director is as follows:
2024 2023
£ £
162,581 188,408

4. OPERATING PROFIT

The operating profit is stated after charging:

2024 2023
£ £
Depreciation - owned assets 63,869 72,553
Audit fees 15,500 14,750
Pension costs 127,593 177,266
Lease costs 108,777 80,442

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024


5. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Bank interest 5,033 12,010
Hire purchase 266,400 43,934
271,433 55,944

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£ £
Current tax:
UK corporation tax 18,036 97,275

Deferred tax (6,800 ) (2,500 )
Tax on profit 11,236 94,775

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
Profit before tax 28,727 547,638
Profit multiplied by the standard rate of corporation tax in the
UK of 23.921% (2023 - 19%)

6,872

104,051

Effects of:
Capital allowances in excess of depreciation - (6,776 )
Depreciation in excess of capital allowances 6,650 -
adjusted
Movement in deferred tax charge (6,800 ) (2,500 )
Charge in relation to prior year 4,514 -
Total tax charge 11,236 94,775

7. DIVIDENDS
2024 2023
£ £
Ordinary shares of £1 each
Paid 222,666 301,920

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024


8. TANGIBLE FIXED ASSETS
Plant, Fixtures,
machinery & fittings &
computer office
equipment equipment Totals
£ £ £
COST
At 1 April 2023 440,032 167,651 607,683
Additions 36,849 - 36,849
At 31 March 2024 476,881 167,651 644,532
DEPRECIATION
At 1 April 2023 278,097 99,941 378,038
Charge for year 50,947 12,922 63,869
At 31 March 2024 329,044 112,863 441,907
NET BOOK VALUE
At 31 March 2024 147,837 54,788 202,625
At 31 March 2023 161,935 67,710 229,645

9. FIXED ASSET INVESTMENTS
Shares in
group Unlisted
undertakings investments Totals
£ £ £
COST
At 1 April 2023
and 31 March 2024 100 10,000 10,100
NET BOOK VALUE
At 31 March 2024 100 10,000 10,100
At 31 March 2023 100 10,000 10,100

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024


9. FIXED ASSET INVESTMENTS - continued

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Bridgend Rent-A-Car Limited
Registered office:
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2024 2023
£ £
Aggregate capital and reserves 2 2

10. STOCKS
2024 2023
£ £
Vehicle parts 336,321 298,658
Motor vehicles 10,713,243 9,930,725
11,049,564 10,229,383

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Trade debtors 851,077 510,899
Other debtors 441,912 377,035
Prepayments 3,760 2,992
1,296,749 890,926

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Bank loans and overdrafts (see note 14)
80,953

121,428
Trade creditors 8,825,051 8,977,813
Corporation tax 13,523 97,274
Social security and other taxes 95,101 103,337
VAT 1,067,104 1,010,165
Other creditors 631,607 734,533
Accrued expenses 264,460 320,276
10,977,799 11,364,826

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024


13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR
2024 2023
£ £
Bank loans (see note 14) - 80,953

14. LOANS

An analysis of the maturity of loans is given below:

2024 2023
£ £
Amounts falling due within one year or on demand:
Bank loans 80,953 121,428

Amounts falling due between one and two years:
Bank loans - 1-2 years - 80,953

15. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£ £
Within one year 79,546 33,594
Between one and five years 112,097 109,676
191,643 143,270

16. SECURED DEBTS

The following secured debts are included within creditors:

2024 2023
£ £
Bank loans 80,953 202,381
Hire purchase 205,696 499,044
286,649 701,425

The bank loan is secured by a fixed and floating charge over the assets of the company. There is a repayment holiday for the first 12 months, followed by 42 monthly repayments of £10,119.04 at an interest rate of 2.75% with the final repayment due in January 2025.

Hire purchase contracts are secured by a charge over the vehicles to which they relate.

Mistsolar Limited (Registered number: 01964884)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024


17. PROVISIONS FOR LIABILITIES
2024 2023
£ £
Deferred tax 50,700 57,500

Deferred tax
£
Balance at 1 April 2023 57,500
Provided during year (6,800 )
Balance at 31 March 2024 50,700

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
50,000 Ordinary £1 50,000 50,000

19. RESERVES
Retained
earnings
£

At 1 April 2023 2,767,881
Profit for the year 17,491
Dividends (222,666 )
At 31 March 2024 2,562,706

20. ULTIMATE PARENT COMPANY

Mistsolar Holdings Limited is regarded by the directors as being the company's ultimate parent company.

21. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

Mr G Pesticcio and Mr P L Daplyn have provided personal guarantees for a total sum of £300,000.

22. CONTROLLING PARTY

The ultimate controlling party is G Pesticcio.