WARWICK HOLDINGS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
Company Registration No. 14468791 (England and Wales)
WARWICK HOLDINGS GROUP LIMITED
COMPANY INFORMATION
Directors
Mr G Johnson
(Appointed 8 November 2022)
Mrs K L Johnson
(Appointed 23 February 2024)
Company number
14468791
Registered office
36 Howe Street
Liverpool
L20 8NG
Auditor
DSG Audit
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
WARWICK HOLDINGS GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 29
WARWICK HOLDINGS GROUP LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the period ended 31 March 2024.

Principal activities

The company was incorporated on 8 November 2022 and on 16 November 2022 acquired 65.04% of the share capital of Warwick Acquisitions Limited, an intermediate holding company of a group containing Warwick Development (North West) Limited a fabricator of windows and doors and two dormant companies Warwick Aluminium Ltd and Warwick UPVC Sliders Limited.

 

The company's principal activity is one of a holding company. The directors are not aware, at the date of this report, of any likely major changes in the company's principal activities in the period under review. The directors are not aware, at the date of this report, of any likely major changes in the company's principal activities in the forthcoming year.

Review of the business

The group results are for the 17-month period from incorporation to 31 Match 2024, reporting turnover of £15,849,436, EBITDA of £2,620,733 and a pre-tax profit of £1,880,820.

 

At group level, using various platforms management sought to promote and publicise the trading subsidiary, Warwick North West, their sustainable energy efficient products and their social values within the city region. Focus was aimed towards the Housing Association market, an area which previously represented only a small percentage of company and group turnover.

Principal risks and uncertainties

Management continually monitor the key risks facing the group and the company together with assessing the controls used for managing these risks. The board of directors formally reviews and documents the principal risks facing the business at least annually.

 

The principal risks and uncertainties facing the group and the company are as follows:-

 

Cash flow - the cash flow consequences of customers delaying payment for goods supplied. The board continue to devote management time to the management of the debtors' ledger.

 

Costs pressure - supplier price pressure and the group's ability to pass supply chain price increases onto its customers.

 

The directors acknowledge the importance of maintaining close relationships with the group’s key customers in order to be able to identify the early signs of potential financial difficulties.

 

Loss of key personnel - this would present significant operational difficulties for the group. Management seek to ensure that key personnel are appropriately remunerated to ensure that good performance is recognised.

 

There continues to be significant uncertainty over the impact of Brexit on the wider economy and whilst the group's sales are made in the UK some of the key materials do originate from Europe. Management has continued regular communication with the group's key suppliers to try to mitigate this risk.

WARWICK HOLDINGS GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
Key performance indicators

Management use a range of performance measures to monitor and manage the business. In addition to the profit margin, turnover and net margin referred to above, management also use the following performance measures:-

 

- Current ratio:- 2.2

- Debtor days:- 27

- Creditor days:- 35

- Total assets / total liabilities ratio:- 1.48

 

Future developments

We continue into 24/25 with the ambition to grow the commercial arm of the business, we have had a great previous year profiling the business and making a significant impact with our social value. These values resonate with all our customer’s but none more so than the Registered providers and social housing companies that see Warwick as a perfect partner to deliver on their supply chain. Last year was a challenging one for retail and subsequently trade due to economic pressures including high interest rates affecting mortgages and therefore disposable income, Inflation and interest rates are now under more control and should kick start consumer spending again. We envisage a stronger sales forecast therefore this year.

 

On behalf of the board

Mr G Johnson
Director
31 October 2024
WARWICK HOLDINGS GROUP LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -

The directors present their annual report and financial statements for the period ended 31 March 2024.

Results and dividends

The results for the period are set out on page 8.

Ordinary dividends were paid amounting to £50,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr G Johnson
(Appointed 8 November 2022)
Mrs K L Johnson
(Appointed 23 February 2024)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Post reporting date events

Note 26 provides detail on post reporting date events.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal activities, fair review of the business and principal risks and uncertainties facing the group and the company, financial key performance indicators and future developments.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr G Johnson
Director
31 October 2024
WARWICK HOLDINGS GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2024
- 4 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

WARWICK HOLDINGS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WARWICK HOLDINGS GROUP LIMITED
- 5 -
Opinion

We have audited the financial statements of Warwick Holdings Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2024 which comprise 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).

In our opinion the financial statements:

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.

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 group's and parent 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.

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:

WARWICK HOLDINGS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WARWICK HOLDINGS GROUP LIMITED
- 6 -
Matters on which we are required to report by exception

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:

Responsibilities of directors

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.

Auditor's responsibilities for the audit of the financial statements

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

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.

 

Based on our understanding of the group and the parent company, we Identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and UK employment laws and regulations, both indirectly, and could have a direct Impact and we considered the extent to which non-compliance might have a material effect on the financial statements.

 

We also considered those laws and regulations that have a direct Impact on the financial statements such as the Companies Act 2006. We evaluated management’s Incentives and opportunities for fraudulent manipulation of the financial statements (Including the risk of override of controls), and determined that the principal risks were related to posting Inappropriate journal entries to revenue and management bias In accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the engagement team Included: enquiries of management and those charged with governance as to whether the group and parent company complies with such laws and regulations; enquiries with same as to any actual or potential litigations or claims; Inspection of relevant legal correspondence; review of board minutes; testing of the appropriateness of entries In the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be Indicative of fraud.

 

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the group and parent company's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

WARWICK HOLDINGS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WARWICK HOLDINGS GROUP LIMITED
- 7 -

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.

Angela Harrison BA FCA
For and on behalf of
31 October 2024
DSG Audit
Chartered Accountants
Statutory Auditor
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
WARWICK HOLDINGS GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 8 -
Period
ended
31 March
2024
Notes
£
Turnover
3
15,849,436
Cost of sales
(9,870,933)
Gross profit
5,978,503
Administrative expenses
(4,107,562)
Other operating income
7,040
Operating profit
4
1,877,981
Interest receivable and similar income
6
28,827
Interest payable and similar expenses
7
(25,988)
Profit before taxation
1,880,820
Tax on profit
8
(512,771)
Profit for the financial period
1,368,049
Profit for the financial period is attributable to:
- Owners of the parent company
718,409
- Non-controlling interests
649,640
1,368,049
Total comprehensive income for the period is attributable to:
- Owners of the parent company
718,409
- Non-controlling interests
649,640
1,368,049
WARWICK HOLDINGS GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
Notes
£
£
Fixed assets
Goodwill
10
2,758,855
Tangible assets
11
644,461
3,403,316
Current assets
Stocks
14
511,562
Debtors
15
1,865,312
Cash at bank and in hand
2,176,844
4,553,718
Creditors: amounts falling due within one year
16
(2,103,671)
Net current assets
2,450,047
Total assets less current liabilities
5,853,363
Creditors: amounts falling due after more than one year
17
(3,071,892)
Provisions for liabilities
Deferred tax liability
20
183,180
(183,180)
Net assets
2,598,291
Capital and reserves
Called up share capital
22
8,886
Profit and loss reserves
668,409
Equity attributable to owners of the parent company
677,295
Non-controlling interests
1,920,996
2,598,291

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 31 October 2024 and are signed on its behalf by:
31 October 2024
Mr G Johnson
Director
Company registration number 14468791 (England and Wales)
WARWICK HOLDINGS GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 10 -
2024
Notes
£
£
Fixed assets
Investments
12
5,713,395
Current assets
Debtors
15
11,792
Cash at bank and in hand
722
12,514
Creditors: amounts falling due within one year
16
(2,526,866)
Net current liabilities
(2,514,352)
Total assets less current liabilities
3,199,043
Creditors: amounts falling due after more than one year
17
(2,850,000)
Net assets
349,043
Capital and reserves
Called up share capital
22
8,886
Profit and loss reserves
340,157
Total equity
349,043

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 £390,157.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 31 October 2024 and are signed on its behalf by:
31 October 2024
Mr G Johnson
Director
Company registration number 14468791 (England and Wales)
WARWICK HOLDINGS GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 11 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 8 November 2022
-
-
-
-
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
718,409
718,409
649,640
1,368,049
Issue of share capital
22
8,886
-
8,886
-
8,886
Dividends
9
-
(50,000)
(50,000)
(72,000)
(122,000)
Arising from business combination
-
-
-
1,343,356
1,343,356
Balance at 31 March 2024
8,886
668,409
677,295
1,920,996
2,598,291
WARWICK HOLDINGS GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 8 November 2022
-
-
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
390,157
390,157
Issue of share capital
22
8,886
-
8,886
Dividends
9
-
(50,000)
(50,000)
Balance at 31 March 2024
8,886
340,157
349,043
WARWICK HOLDINGS GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
- 13 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
2,107,257
Interest paid
(25,988)
Income taxes paid
(324,390)
Net cash inflow/(outflow) from operating activities
1,756,879
Investing activities
Purchase of business (net cash)
(2,055,266)
Purchase of tangible fixed assets
(175,436)
Interest received
28,827
Net cash used in investing activities
(2,201,875)
Financing activities
Proceeds from issue of shares
8,886
Repayment of debentures
(1,050,000)
Proceeds from debentures
3,900,000
Payment of finance leases obligations
(115,046)
Dividends paid to equity shareholders
(50,000)
Dividends paid to non-controlling interests
(72,000)
Net cash generated from/(used in) financing activities
2,621,840
Net increase in cash and cash equivalents
2,176,844
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
2,176,844
WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 14 -
1
Accounting policies
Company information

Warwick Holdings Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

 

The group consists of Warwick Holdings Group Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on 8 November 2022 and presents its first financial statements for an extended 17-month period from that date to 31 March 2024.

1.2
Accounting convention

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.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Warwick Holdings 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 March 2024. 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.

WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
1.5
Going concern

At the time of approving the financial statements, the directors 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.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

Profit on contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated 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. Revenues 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.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery
15/25% straight line
Fixtures and fittings
15% straight line
Office equipment
25/50% straight line
Motor vehicles
25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

 

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.

WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.9
Fixed asset investments

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 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.

1.10
Impairment of fixed assets

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.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

1.13
Financial instruments

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

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.

WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial assets

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.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and debenture loans, 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

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.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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.

WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
Deferred tax

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.

1.16
Employee benefits

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.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

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.

WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 19 -
2
Judgements and key sources of estimation uncertainty

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.

 

There are no estimates and judgements that are considered to have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year.

3
Turnover

The total turnover of the group for the period has been derived from its principal activity, wholly undertaken in England and Wales.

 

4
Operating profit
2024
£
Operating profit for the period is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
9,675
Depreciation of owned tangible fixed assets
215,465
Depreciation of tangible fixed assets held under finance leases
71,942
Loss on disposal of tangible fixed assets
7,514
Amortisation of intangible assets
455,345
Operating lease charges
137,653
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2024
2024
Number
Number
Production
62
-
Sales
2
-
Administration
42
2
Total
106
2
WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
5
Employees
(Continued)
- 20 -

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
2,972,018
-
0
Social security costs
110,830
-
Pension costs
22,815
-
0
3,105,663
-
0
6
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
28,114
Other interest income
713
Total income
28,827
7
Interest payable and similar expenses
2024
£
Other finance costs:
Interest on finance leases and hire purchase contracts
12,506
Other interest
13,482
Total finance costs
25,988
8
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
531,291
Adjustments in respect of prior periods
555
Total current tax
531,846
Deferred tax
Origination and reversal of timing differences
(19,075)
Total tax charge
512,771
WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
8
Taxation
(Continued)
- 21 -

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Profit before taxation
1,880,820
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
470,205
Tax effect of expenses that are not deductible in determining taxable profit
7,770
Tax effect of income not taxable in determining taxable profit
(280)
Effect of change in corporation tax rate
(925)
Amortisation on assets not qualifying for tax allowances
56,918
Other non-reversing timing differences
(17,006)
Under/(over) provided in prior years
555
Tax at marginal rate
(4,466)
Taxation charge
512,771
9
Dividends
2024
Recognised as distributions to equity holders:
£
Final paid
50,000
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 8 November 2022
-
0
Additions - business combinations
3,214,200
At 31 March 2024
3,214,200
Amortisation and impairment
At 8 November 2022
-
0
Amortisation charged for the period
455,345
At 31 March 2024
455,345
Carrying amount
At 31 March 2024
2,758,855
The company had no intangible fixed assets at 31 March 2024.
WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 22 -
11
Tangible fixed assets
Group
Plant and machinery
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 8 November 2022
-
0
-
0
-
0
-
0
-
0
Additions
81,407
8,161
16,896
68,972
175,436
Business combinations
589,575
83,651
24,533
66,187
763,946
Disposals
(4,480)
-
0
(362)
(13,500)
(18,342)
At 31 March 2024
666,502
91,812
41,067
121,659
921,040
Depreciation and impairment
At 8 November 2022
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
187,001
33,751
21,990
44,665
287,407
Eliminated in respect of disposals
(4,380)
-
0
(352)
(6,096)
(10,828)
At 31 March 2024
182,621
33,751
21,638
38,569
276,579
Carrying amount
At 31 March 2024
483,881
58,061
19,429
83,090
644,461
The company had no tangible fixed assets at 31 March 2024.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2024
£
£
Plant and machinery
387,674
-
0
12
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
13
-
0
5,713,395
WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
12
Fixed asset investments
(Continued)
- 23 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 8 November 2022
-
Additions
5,713,395
At 31 March 2024
5,713,395
Carrying amount
At 31 March 2024
5,713,395
13
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Warwick Acquisitions Limited
36 Howe Street, Liverpool L20 8NG
Holding company
Ordinary B £1 shares
65.04
-
Warwick Development (North West) Limited
36 Howe Street, Liverpool L20 8NG
Fabrication of windows and doors
Ordinary £1 sahes
-
65.04
Warwick UPVC Sliders Limited
36 Howe Street, Liverpool L20 8NG
Dormant company
Ordinary £1 shares
-
65.04
Warwick Aluminium Ltd
36 Howe Street, Liverpool L20 8NG
Dormant company
Ordinary A, B & C £1 shares
-
65.04

Warwick Acquisitions Limited (registration number: 08876860) is exempt from the requirement for audit of their individual financial statements under section 479A of the Companies Act 2006.

14
Stocks
Group
Company
2024
2024
£
£
Raw materials and consumables
511,562
-
WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 24 -
15
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
1,403,481
-
0
Amounts recoverable on contracts
117,120
-
0
Other debtors
12,592
11,792
Prepayments and accrued income
332,119
-
0
1,865,312
11,792
16
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Obligations under finance leases
19
71,814
-
0
Payments received on account
69,134
-
0
Trade creditors
1,141,428
402
Amounts owed to group undertakings
-
0
2,492,425
Corporation tax payable
413,029
24,364
Other taxation and social security
272,512
-
Other creditors
26,024
-
0
Accruals and deferred income
109,730
9,675
2,103,671
2,526,866

The finance lease obligations are secured on the assets to which the agreements relate.

17
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Debenture loans
18
2,850,000
2,850,000
Obligations under finance leases
19
41,892
-
0
Accruals and deferred income
180,000
-
0
3,071,892
2,850,000

The finance lease obligations are secured on the assets to which the agreements relate.

WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 25 -
18
Loans and overdrafts
Group
Company
2024
2024
£
£
Debenture loans
2,850,000
2,850,000
Payable after one year
2,850,000
2,850,000

The debenture loan notes are secured by B & Mrs J Johnson by fixed and floating charges over the assets of the company and the group.

The secured 2027 loan notes are interest free and repayable in five equal installments on the anniversary of the issue date on 16 November 2022.

19
Finance lease obligations
Group
Company
2024
2024
£
£
Future minimum lease payments due under finance leases:
Within one year
71,814
-
0
In two to five years
41,892
-
0
113,706
-
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2024
Group
£
Accelerated capital allowances
183,180
The company has no deferred tax assets or liabilities.
WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
20
Deferred taxation
(Continued)
- 26 -
Group
Company
2024
2024
Movements in the period:
£
£
Credit to profit or loss
(19,075)
-
On business combination
202,255
-
Liability at 31 March 2024
183,180
-
21
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
22,815

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.

22
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
8,886
8,886

On 16 November 2022 the company issued and allotted 8,885 ordinary £1 shares in exchange for 8,885 B ordinary £1 shares in Warwick Acquisitions Limited.

WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 27 -
23
Acquisition of a business

On 16 November 2022 the group acquired 65.04% of the issued capital of Warwick Acquisitions Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
763,946
-
763,946
Inventories
706,368
-
706,368
Trade and other receivables
1,390,107
-
1,390,107
Cash and cash equivalents
3,658,129
-
3,658,129
Obligations under finance leases
(228,752)
-
(228,752)
Trade and other payables
(2,039,419)
-
(2,039,419)
Tax liabilities
(205,573)
-
(205,573)
Deferred tax
(202,255)
-
(202,255)
Total identifiable net assets
3,842,551
-
3,842,551
Non-controlling interests
(1,343,356)
Goodwill
3,214,200
Total consideration
5,713,395
The consideration was satisfied by:
£
Cash
1,813,395
Issue of debentures
3,900,000
5,713,395
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
15,654,651
Profit after tax
1,858,237
WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 28 -
24
Operating lease commitments
Lessee

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:

Group
Company
2024
2024
£
£
Within one year
143,999
142,167
Between two and five years
498,999
495,793
In over five years
191,250
191,250
834,248
829,210
25
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2024
£
£
Acquisition of tangible fixed assets
374,826
-
26
Events after the reporting date

On 22 October 2024 Warwick Holdings Group Limited acquired 14,960 B shares, giving the company an 80% holding in Warwick Acquisitions Limited.

WARWICK HOLDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 29 -
27
Cash generated from/(absorbed by) group operations
2024
£
Profit for the period after tax
1,368,049
Adjustments for:
Taxation charged
512,771
Finance costs
25,988
Investment income
(28,827)
Loss on disposal of tangible fixed assets
7,514
Amortisation and impairment of intangible assets
455,345
Depreciation and impairment of tangible fixed assets
287,407
Movements in working capital:
Decrease in stocks
194,806
Increase in debtors
(475,205)
Decrease in creditors
(240,591)
Cash generated from/(absorbed by) operations
2,107,257
28
Analysis of changes in net debt - group
8 November 2022
Cash flows
Acquisitions and disposals
31 March 2024
£
£
£
£
Cash at bank and in hand
-
(1,481,285)
3,658,129
2,176,844
Borrowings excluding overdrafts
-
(2,850,000)
-
(2,850,000)
Obligations under finance leases
-
115,046
(228,752)
(113,706)
-
(4,216,239)
3,429,377
(786,862)
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