Mistsolar Limited |
Strategic Report, Report of the Directors and |
Audited Financial Statements for the Year Ended 31 March 2024 |
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: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
Radnor House |
Greenwood Close |
Cardiff Gate Business Park |
Cardiff |
CF23 8AA |
BANKERS: |
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: |
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. |
Other changes in directors holding office are as follows: |
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: |
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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
Mistsolar Limited (Registered number: 01964884) |
Profit and Loss Account |
for the Year Ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER |
Cost of sales | ( |
) | ( |
) |
GROSS PROFIT |
Distribution costs | ( |
) | ( |
) |
Administrative expenses | ( |
) | ( |
) |
OPERATING PROFIT | 4 |
Interest payable and similar expenses |
5 |
( |
) |
( |
) |
PROFIT BEFORE TAXATION |
Tax on profit | 6 | ( |
) | ( |
) |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Mistsolar Limited (Registered number: 01964884) |
Balance Sheet |
31 March 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 8 |
Investments | 9 |
CURRENT ASSETS |
Stocks | 10 |
Debtors | 11 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 12 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
13 |
( |
) |
PROVISIONS FOR LIABILITIES | 17 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
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 |
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 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2023 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2024 |
Mistsolar Limited (Registered number: 01964884) |
Notes to the Financial Statements |
for the Year Ended 31 March 2024 |
1. | STATUTORY INFORMATION |
Mistsolar Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
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 |
Plant, machinery & computer equipment |
- |
Fixtures, fittings & office equipment | - |
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 |
2024 | 2023 |
£ | £ |
Wages and salaries | 2,959,136 | 2,774,571 |
Social security costs | 294,279 | 292,440 |
3,253,415 | 3,067,011 |
Average number of employees during the year | Number | Number |
Administration | 14 | 15 |
Parts | 8 | 8 |
Service | 29 | 27 |
Sales | 36 | 32 |
87 | 82 |
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 |
Audit fees |
Pension costs |
Lease costs |
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 |
Hire purchase |
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 |
Deferred tax | ( |
) | ( |
) |
Tax on profit |
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 |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Capital allowances in excess of depreciation | - | ( |
) |
Depreciation in excess of capital allowances | - |
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 |
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 |
Additions |
At 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for year |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
9. | FIXED ASSET INVESTMENTS |
Shares in |
group | Unlisted |
undertakings | investments | Totals |
£ | £ | £ |
COST |
At 1 April 2023 |
and 31 March 2024 | 10,100 |
NET BOOK VALUE |
At 31 March 2024 | 10,100 |
At 31 March 2023 | 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: |
Registered office: |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
10. | STOCKS |
2024 | 2023 |
£ | £ |
Vehicle parts |
Motor vehicles |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Trade debtors |
Other debtors |
Prepayments |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Bank loans and overdrafts (see note 14) |
Trade creditors |
Corporation tax |
Social security and other taxes |
VAT | 1,067,104 | 1,010,165 |
Other creditors |
Accrued expenses |
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) |
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 |
Amounts falling due between one and two years: |
Bank loans - 1-2 years |
15. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2024 | 2023 |
£ | £ |
Within one year |
Between one and five years |
16. | SECURED DEBTS |
The following secured debts are included within creditors: |
2024 | 2023 |
£ | £ |
Bank loans |
Hire purchase | 205,696 | 499,044 |
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 |
Provided during year | ( |
) |
Balance at 31 March 2024 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 50,000 | 50,000 |
19. | RESERVES |
Retained |
earnings |
£ |
At 1 April 2023 |
Profit for the year |
Dividends | ( |
) |
At 31 March 2024 |
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 |