The directors present the strategic report for the year ended 31 October 2023.
The group has performed ahead of forecast this year with a particularly busy 2nd half and a good level of order intake. The diversification into other sectors has significantly spread the risk to the business of being reliant on a largely singular market. This diversification has created the need for additional training and certification and has had the benefit of improving skills and performance across our separate profit centres. As a result, we have seen both sales values increase and margins improved as we continue to closely manage our overhead structure and share central services across the Signal House Group.
We have seen a number of personnel changes across the Group during the past 12 months. A number of these have been the result of retirement of long-standing employees at a senior level. Although we have lost experience with the loss of these individuals it has created the opportunity to attract fresh faces and promote home grown talent who were effectively career blocked in the past. The new appointments have provided a fresh vision of the future and we are already seeing the benefit from the changes. This has the added effect of future proofing the company as we see a younger and very dynamic team in key positions across the business.
The whole sector has been fortunate that many of the world events which affected the previous period have settled down in terms of the volatility of the markets. Although the situation in Ukraine has created long term damage to their ability to supply steel to the world markets we are now accessing steel from other countries at prices which are now stable.
Interest rates during this period have more than doubled during this accounting period. In the previous 18-month period we saw them rise from 0.25% to 2.25%, a rise of 2%. This period has seen them continue to rise up to 5.25%, a further 3%. This has had a significant affect on cash and interest costs across the businesses. Additionally, a change in policy by RBS to move away from businesses in the Civil Engineering sector saw a change in the provider of our working capital. This has had the effect of doubling our working capital finance costs.
Moving forward, the Signal House Group has a varied forward order book which should continue to diversify over the coming years. However, the move from the Network Rail control period 6 into control period 7 in April 2024 is expected to be disruptive and a hiatus is anticipated. This has occurred at every change of control period since its inception and there is no expectation from the supply change that this will be any different. The Tier 1 contractors are already forecasting a sharp fall in available projects until the Autumn of 2024 and we can expect that hiatus to create a shortage of forward orders through that period. The forward forecast beyond that is positive and our success in diversifying our markets will to some measure protect the business.
As a supplier to the railway industry the Signal House Group is susceptible to changes in Government policy within the domestic rail market. This may take the form of legislation, political whim or directive issued through the infrastructure owner. As experienced in the mid part of 2015 this can create a hiatus of orders for our business. In mitigation the companies within the Signal House Group look to spread the workload and to find a wide spread of clients and products. This includes export markets and seeking business outside of rail.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 October 2023.
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £248,145. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The business' principal financial instruments comprise trade debtors, trade creditors, bank overdrafts, invoice discounting, loans to the business and finance lease agreements. The main purpose of these instruments is to finance the business' operations.
In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts, loans and invoice discounting at fixed and variable rates of interest. Cash flow is monitored regularly to ensure that the group has sufficient funds available for its operations.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.
Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
The business manages the liquidity risk by ensuring that there are sufficient funds to meet the payments.
The business is a lessee in respect of finance leased assets. The liquidity risk in respect of these is managed by ensuring that there are sufficient funds to meet the payments.
We have audited the financial statements of Signal House Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.
Material uncertainty related to going concern
We draw attention to Note 1.4 in the financial statements, which indicates that since the year end the group’s trading activity has been affected by the reduction in work within the rail sector. This has had a resulting impact on the cashflow position of the group which has required increased borrowings to assist in managing this and working capital requirements. As further stated in Note 1.4, it is the belief of the directors that this downturn in the rail sector will be short term and the group is looking to increase orders outside this sector. However, whilst these events and conditions are present it indicates that an uncertainty may exists and cast doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which 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.
As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We are not responsible for preventing irregularities. Our approach to detecting irregularities included, but was not limited to, the following:
• obtaining an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework;
• obtaining an understanding of the entity's policies and procedures and how the entity has complied with these, through discussions and walkthrough testing;
• enquiring of management as to actual and potential fraud, litigation and claims;
• designing our audit procedures to respond to our risk assessment;
• performing audit testing over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business;
• assessing whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
• performing analytical procedures to identify any large, unusual or unexpected relationships.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £277,862 (2022 - £168,182 profit).
Signal House Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Salcombe Road, Meadow Lane Industrial Estate, Alfreton, Derbyshire, DE55 7RG.
The group consists of Signal House Group Limited and all of its subsidiaries.
The prior year financial statements cover a 18 month period from 1 May 2021 to 31 October 2022 and as such the comparatives are not entirely comparable. The accounting reference date was changed for commercial reasons.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Signal House Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 October 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
Since the year-end and as noted in the strategic report, there has been a significant drop in activity which is being faced by all in the rail industry.
The downturn is caused by the change in control period by Network Rail which, whilst the changeover is in progress, has significantly disrupted the trade within rail, being the industry in which the group primarily operates in. The group has overseen the changeover of control periods previously and the directors therefore feel the group is in a good position to navigate the slump in demand and also has orders within other industries to be able to focus on. It is the hope and expectation that the downturn will be a short term issue and orders will start to increase and return to normal levels in the new year.
This downturn in trade has of course had an impact on cash flow management and projections for the group and the directors are having to closely monitor that it stays within its agreed facilities. To help mitigate the cash flow shortfall the group has taken on some further bank borrowings to help ease the pressure. Further steps are also being taken and reviewed to reduce expenditure through periods of low orders.
The Directors continue to closely monitor the cash flow position on a constant basis and have contingencies in place to further ease the cash flow burden should it be required. The Directors have produced forecasts and budgets covering the 12 months following approval of the accounts and are working to increase the number of orders through exploring other industries whilst there is disruption in the rail industry. Taking account of reasonable possible downsides on the operations, its financial resources and assumed continued support from its finance providers, the directors are confident group will have sufficient funds to meet its liabilities as they fall due for that period.
At the time of approving the financial statements, the directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is stated net of value added tax. Turnover from the sale of goods is recognised when risk and reward of ownership have passed to the customer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the value of the consideration due. Where a contract has only been partially completed at the balance sheet date turnover represents the value of the service provided to date based on a proportion of the total contract value. Where payments are received from customers in advance of services provided the amounts are recorded as deferred income and included as part of creditors.
Profit on long term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenue derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on
all contracts in the year in which they are first foreseen.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Judgement is required to identify when it is appropriate to recognise revenue on contracts. Management estimate this based on their knowledge of the contract at the balance sheet date and also take previous experience into account.
The company’s products are subject to changing market demand. It is therefore necessary to consider on a periodic basis the recoverability of the cost of stocks and the associated impairment. Management calculates impairments by considering the nature and condition of the stocks and applies assumptions around anticipated saleability of finished goods and future usage of raw materials, overheads and labours
On a periodic basis management makes an estimation of the recoverability of debtors. Management make such estimations based on the ageing profile, and historical experience.
These valuations rely on a number of estimations and assumptions being made in relation to market conditions and developments.
During the year £44,815 (2022 - £31,251) of a loan balance owed from a related party, being a company with common directors and shareholders, has been written off. During the year the company also incurred an exceptional pension charge of £24,000 (2022 - £nil).
During the year £60,000 (2022 - £nil) of a loan balance owed to a related party has been written off.
Other operating income includes grants and subsidies receivable of £1,352 (2022 - £1,689) and government grants of £Nil (2022 - £36,993).
Government grants received relates to income received under the Coronavirus Job Retention Scheme.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Assets with a carrying amount of £2,464,247 (2022 - £2,308,315) have been pledged as security for loans and borrowings of the group.
The valuation of the land and buildings was reviewed by the directors at 31 October 2023. The basis of this valuation was open market value and has been determined by carrying out a review of the property market and investment yields in the area. The directors valuation is further supported and taken in conjunction with external independent valuation reports carried out in September 2018 and a desktop valuation in November 2021. Had this class of asset been measured on a historical cost basis, the carrying amount would have been £433,273 (2022 - £ 442,910).
The fair value of the investment properties was reviewed by the directors at 31 October 2023. The fair values have been determined by carrying out a review of the property market and investment yields in the area. The directors valuation is further supported and taken in conjunction with an external independent valuation report carried out in September 2018 and a desktop valuation carried out in November 2021.
The investment properties have a carrying amount at historical cost of £439,772 (2022 - £442,910).
Details of the company's subsidiaries at 31 October 2023 are as follows:
The carrying amount of stocks includes £1,050,969 (2022 - £672,057) pledged as security for liabilities.
The carrying amount of debtors includes £3,184,225 (2022 - £3,578,724) pledged as security for liabilities.
Bank borrowings
The group has consolidated its bank loans during the prior year. Bank loans are denominated in Sterling with a nominal interest rate of 2.85% (2022 - 2.85%) over base rate. The final instalment is due August 2042. The carrying amount of loans at the year end is £914,921 (2022 - £937,650).
A CBILS loan is also held and the final instalment is due May 2026. Under the terms of this loan, the repayment period is 60 months after the loan was drawn. As such with all CBILS loans, the government guarantees 80% of the loan. The carrying amount of loans at the year end is £129,167 (2022 - £179,167).
Bank borrowings are secured by virtue of cross guarantees between group companies. There is also a legal charge over the land and buildings owned by the group, a debenture creating a fixed and floating charge over all of the assets of the group and also a partial government guarantee.
Bank overdrafts are secured by virtue of cross guarantees between group companies. There is also a legal charge over the land and buildings owned by the group and also a debenture creating a fixed and floating charge over all of the assets of the group. The carrying amount at the year end is £643,988 (2022 - £859,593).
Other borrowings
Other borrowings which is an invoice discount facility are secured against the related debtor by virtue of cross guarantees between group companies. The carrying amount at the year end is £969,879 (2022 - £1,164,444).
Hire purchase and finance leases
The hire purchase liabilities are secured against the assets to which they relate to. The carrying amount at the year end is £306,264 (2022 - £139,570).
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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 £35,750 (2022 - £21,678).
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Comprises revaluation differences arising from the revaluation of certain assets of the group.
The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.
Company
The company has entered into cross guarantees with its finance providers in respect of the liabilities of the group and related companies. This is supported by a debenture over the company's assets. The contingent liability at 31 October 2023 is £1,290,684 (2022 - £1,523,799). The future outcome is dependent upon the performance of individual companies concerned however the directors do not expect any liability to crystalise.
Group
After the balance sheet date a material legal claim has been made against a subsidiary of the company by a former director and shareholder. The company dispute the claim in its entirety and have and continue to defend the claim in full. No liability is included in the financial statements relating to this claim. The potential claim is based on a number of assumptions and is therefore subject to uncertainty. Further details relating to the claim are not disclosed on the basis they may prejudice any defense of the claim which is ongoing. No court date has yet been set.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Since the balance sheet date, dividends totaling £251,008 have been voted and paid.
The remuneration of key management personnel is as follows.
Summary of transactions with other related parties
Companies with common directors
During the year the group:
Received interest of £21,812 (2022 - £21,283)
Made a partial intercompany loan write off resulting in a cost of £44,815 (2022 - £31,251 cost).
At the balance sheet date the amounts owed by such related parties is £413,230 (2022 - £418,943).
Pension scheme in which the directors are trustees
During the year the group:
Paid rent of £56,000 (2022 - £83,996)
Paid interest of £6,378 (2022 - £9,082)
Made a partial intercompany loan write off resulting in income of £60,000 (2022 - £nil).
At the balance sheet date the amounts owed to such related parties is £442,143 (2022 - £466,296).
During the year the following advances have been made to directors:
At the balance sheet date, the amounts owed to directors was £35,679 (2022 - £33,033).