Company Registration No. SC759523 (Scotland)
JWF GROUP HOLDINGS LIMITED
FORMERLY KNOWN AS PROJECT TIBER LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
JWF GROUP HOLDINGS LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 30
JWF GROUP HOLDINGS LIMITED
COMPANY INFORMATION
- 1 -
Directors
B Aitken
(Appointed 20 February 2023)
R Allan
(Appointed 10 March 2023)
I Buchan
(Appointed 20 February 2023)
K Fairbairn
(Appointed 10 March 2023)
D Gemmell
(Appointed 10 March 2023)
J Pirrie
(Appointed 10 March 2023)
J S Pirrie
(Appointed 10 March 2023)
Company number
SC759523
Registered office
85 Seaward Street
Glasgow
Scotland
G41 1HJ
Auditor
Consilium Audit Limited
169 West George Street
Glasgow
Scotland
G2 2LB
JWF GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -

The directors present the strategic report for the period ended 31 December 2023.

Fair review of the business

The principal activity of the Group is the provision of measurement solutions including instrumentation, commissioning, calibration and data.

The company acquired 100% of the share capital of JWF (Group) Limited on 10th March 2023.

Our goal is to grow a sustainable business that is focused on meeting the needs of our customers and employees and we continued to make progress on this during the year - supporting our customers with the instrumentation and data to measure and control flow, pressure, temperature and level, whilst focusing on the health, safety and wellbeing of our people.

We are seeing strong demand for our measurement products and services as customers seek solutions to the increased cost of energy whilst reducing their carbon footprint. This is the first year that the JWF Group has had to prepare audited accounts, recognising the growth and development of the group. We delivered turnover of over £10 million with a healthy operating profit of over £740k.

We continue to invest in our business and people and strengthen our partnerships with our supply chain. We have a record order book and expect to deliver growth in both turnover and profitability in the year to December 2024.

Principal risks and uncertainties

Economic and political uncertainties – The Group’s performance may be affected by general economic conditions and other financial and political factors outside the Group’s control. A change in market conditions, such as an economic slow down or significant political uncertainty, either nationally or globally, may result in reduced demand for our products and services and thus impact on the Group’s financial performance. The Group has a number of controls and mitigation plans to mitigate such risks including regular reviews of the sales pipeline, focus on spread of the customer base and diversification of sector exposure;

Credit Risk – The Group has a robust procedure to assess the credit risk applicable to customers, both new and ongoing;

Supply Chain Risk – There is a risk of disruption to supply of imports of products and materials, cost, inflation and delivery delays. This is controlled through strong partnerships with suppliers to ensure supply is met, costs are minimised and alternatives are available; and

Liquidity Risk – This reflects the risk that the Group will have insufficient reserves to meet its financial liabilities as they fall due. The Board ensures adequate funds are available to finance the business.

Key performance indicators

The Group's key performance indicators are turnover, operating profit for the year, cashflow and health and safety performance.

 

2023

Turnover

£10.3m

Operating profit for the year

£0.7m

Net cash inflow / (outflow)

£2.1m

Lost time accidents

0 hours

Future developments

It is an exciting time for the Group as we introduce new products and services to support our customers on their transition to net zero. We will continue to deliver measurement instrumentation and associated support services whilst reducing the carbon footprint of our customers. This past year has seen continued investment in our people, systems and processes. The Group will continue this in the coming year to ensure the business is equipped for the anticipated growth across the United Kingdom. The directors are confident that the Group will continue to make progress against its strategic objectives.

JWF GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -

On behalf of the board

D Gemmell
Director
15 November 2024
JWF GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -

The directors present their annual report and financial statements for the period ended 31 December 2023.

Principal activities

The principal activity of the company and group is the provision of measurement solutions including instrumentation, commissioning, calibration and data.

 

The company was incorporated on 20 February 2023 and on 10 March 2023 acquired 100% share capital of JWF (Group) Limited.

Results and dividends

The results for the period are set out on page 9.

Ordinary dividends were paid amounting to £233,976. 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:

B Aitken
(Appointed 20 February 2023)
R Allan
(Appointed 10 March 2023)
I Buchan
(Appointed 20 February 2023)
K Fairbairn
(Appointed 10 March 2023)
D Gemmell
(Appointed 10 March 2023)
J Pirrie
(Appointed 10 March 2023)
J S Pirrie
(Appointed 10 March 2023)
Auditor

Consilium Audit Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

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.

JWF GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -
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.

On behalf of the board
D Gemmell
Director
15 November 2024
JWF GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF JWF GROUP HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of JWF Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 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 FRS 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 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:

JWF GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JWF GROUP HOLDINGS LIMITED
- 7 -
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 its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

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 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.

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including

fraud and non-compliance with laws and regulations, was as follows:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and

regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.

Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to

enquiry of the directors and other management and the inspection of regulatory and legal correspondence.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may

involve deliberate concealment or collusion.

JWF GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JWF GROUP HOLDINGS LIMITED
- 8 -

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.

Brian Thomson BA(Hons) CA (Senior Statutory Auditor)
For and on behalf of Consilium Audit Limited
Statutory Auditor
169 West George Street
Glasgow
Scotland
G2 2LB
Date:
15 November 2024
JWF GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 9 -
Period
ended
31 December
2023
Notes
£
Turnover
3
10,275,938
Cost of sales
(7,578,075)
Gross profit
2,697,863
Administrative expenses
(2,004,146)
Other operating income
49,881
Operating profit
4
743,598
Interest receivable and similar income
7
39,987
Interest payable and similar expenses
8
(9,758)
Profit before taxation
773,827
Tax on profit
9
(203,246)
Profit for the financial period
570,581
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
The notes on pages 15 to 30 form part of these financial statements.
JWF GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
Notes
£
£
Fixed assets
Tangible assets
12
1,480,446
1,480,446
Current assets
Stocks
15
882,795
Debtors
16
1,851,451
Cash at bank and in hand
2,055,340
4,789,586
Creditors: amounts falling due within one year
17
(3,500,865)
Net current assets
1,288,721
Total assets less current liabilities
2,769,167
Creditors: amounts falling due after more than one year
18
(11,288)
Provisions for liabilities
Deferred tax liability
19
153,273
(153,273)
Net assets
2,604,606
Capital and reserves
Called up share capital
21
2,268,001
Profit and loss reserves
336,605
Total equity
2,604,606
The notes on pages 15 to 30 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 15 November 2024 and are signed on its behalf by:
15 November 2024
D Gemmell
Director
JWF GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
Notes
£
£
Fixed assets
Investments
13
4,266,297
Current assets
Debtors
16
172,248
Creditors: amounts falling due within one year
17
(2,133,264)
Net current liabilities
(1,961,016)
Net assets
2,305,281
Capital and reserves
Called up share capital
21
2,268,001
Profit and loss reserves
37,280
Total equity
2,305,281

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 £271,256.

The notes on pages 15 to 30 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 15 November 2024 and are signed on its behalf by:
15 November 2024
D Gemmell
Director
Company Registration No. SC759523
JWF GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Period ended 31 December 2023:
Profit and total comprehensive income for the period
-
570,581
570,581
Issue of share capital
21
2,268,001
-
2,268,001
Dividends
10
-
(233,976)
(233,976)
Balance at 31 December 2023
2,268,001
336,605
2,604,606
The notes on pages 15 to 30 form part of these financial statements.
JWF GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Period ended 31 December 2023:
Profit and total comprehensive income for the period
-
271,256
271,256
Issue of share capital
21
2,268,001
-
2,268,001
Dividends
10
-
(233,976)
(233,976)
Balance at 31 December 2023
2,268,001
37,280
2,305,281
The notes on pages 15 to 30 form part of these financial statements.
JWF GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 14 -
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
1,614,403
Interest paid
(9,758)
Income taxes paid
(98,371)
Net cash inflow/(outflow) from operating activities
1,506,274
Investing activities
Purchase of business, net of cash acquired
76,455
Purchase of tangible fixed assets
(504,557)
Proceeds on disposal of tangible fixed assets
74,381
Interest received
39,987
Net cash used in investing activities
(313,734)
Financing activities
Proceeds from issue of shares
1,100,001
Repayment of borrowings
(3,225)
Dividends paid to equity shareholders
(233,976)
Net cash generated from/(used in) financing activities
862,800
Net increase in cash and cash equivalents
2,055,340
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
2,055,340
JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

JWF Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 85 Seaward Street, Glasgow, Scotland, G41 1HJ.

 

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

1.1
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. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

1.2
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.

JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company JWF Group Holdings 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 December 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.

 

The company was incorporated on 20 February 2023 and became the holding company to JWF (Group) Limited, on 10 March 2023.

 

Within the group financial statements, as a consequence of the earlier formation of a group holding company and the subsequent group reorganisation, merged subsidiary undertakings are treated as if they had always been a member of the group. Any difference between the nominal value of the shares acquired by the company and those issued by the company who acquired them is taken to the merger reserve. In the case of this reorganisation there was no difference and no merger reserve was created.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
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.

1.5
Reporting period

The company was incorporated on 20 February 2023 and acquired share capital of JWF (Group) Limited on 10 March 2023. The consolidated results include all subsidiaries, JWF (Group) Limited, JWF Process Solutions, Stream Measurement Limited, JWF Instrumentation Limited and JWF Measurement Solutions Limited. JWF (Group) Limited is a holding company which owns 100% of the share capital of JWF Process Solutions Limited, JWF Instrumentation Limited and JWF Measurement Solutions Limited.

1.6
Turnover

The turnover shown in the profit and loss account represents the sales value (exclusive of Value Added Tax)

of instrumentation, metering equipment and associated services delivered in the year. Turnover also includes

commission receivable for the year.

1.7
Intangible fixed assets - goodwill

Negative goodwill represents the value of the cost of acquisition of a business under the fair value of net assets acquired. It is initially recognised as a liability 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 five years. Negative goodwill is written off in the year of acquisition.

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.

JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

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:

Freehold property
0% - 2% straight line
Leasehold improvements
10% straight line
Plant and machinery
12.5% - 50% straight line
Fixtures and fittings
10% - 20% straight line
Computer equipment
20% - 33% straight line
Vehicles
25% - 50% straight line
Demo equipment
25% - 50% straight line

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.

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, 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.

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.

 

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.

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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.12
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.

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 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.

1.13
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.

1.14
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.

JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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.

1.15
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.

1.16
Retirement benefits

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

1.17
Leases

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.

2
Judgements and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates. In preparing the financial statements the directors have made the following judgements:

 

JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 20 -
3
Turnover and other revenue
2023
£
Other significant revenue
Interest income
39,987
4
Operating profit
2023
£
Operating profit for the period is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
3,562
Depreciation of owned tangible fixed assets
127,922
Loss on disposal of tangible fixed assets
23,516
Release of negative goodwill
(74,563)
Operating lease charges
58,784
5
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
4,500
Audit of the financial statements of the company's subsidiaries
22,200
26,700
6
Employees

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

Group
Company
2023
2023
Number
Number
39
-
0
JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
1,291,208
-
0
Social security costs
145,503
-
Pension costs
121,712
-
0
1,558,423
-
0
7
Interest receivable and similar income
2023
£
Interest income
Interest on bank deposits
38,012
Other interest income
1,975
Total income
39,987
8
Interest payable and similar expenses
2023
£
Other interest
9,758
9
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
133,669
Adjustments in respect of prior periods
1,816
Total current tax
135,485
Deferred tax
Origination and reversal of timing differences
67,761
Total tax charge
203,246

From April 2023 onwards, the main rate of Corporation Tax rose from 19% to 25%. Companies with profits of £50,000 or less continued to be taxed at 19% which is a new small profits rate. Deferred tax has been calculated at a rate of 25%.

JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 22 -

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:

2023
£
Profit before taxation
773,827
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52%
182,004
Tax effect of expenses that are not deductible in determining taxable profit
5,793
Tax effect of income not taxable in determining taxable profit
(4,553)
Permanent capital allowances in excess of depreciation
18,980
Under/(over) provided in prior years
1,816
Timing differences
(794)
Taxation charge
203,246
10
Dividends
2023
Recognised as distributions to equity holders:
£
Final paid
233,976
11
Intangible fixed assets
Group
Negative goodwill
£
Cost
At 20 February 2023
-
0
Additions - business combinations
(74,563)
At 31 December 2023
(74,563)
Amortisation and impairment
At 20 February 2023
-
0
Amortisation charged for the period
(74,563)
At 31 December 2023
(74,563)
Carrying amount
At 31 December 2023
-
0
The company had no intangible fixed assets at 31 December 2023.
JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
11
Intangible fixed assets
(Continued)
- 23 -

As part of the acquisition of the share capital of JWF (Group) Limited £74,563 of negative goodwill was created. This has been amortised in full.

JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 24 -
12
Tangible fixed assets
Group
Freehold property
Leasehold improvements
Plant and machinery
Fixtures and fittings
Computer equipment
Vehicles
Demo equipment
Total
£
£
£
£
£
£
£
£
Cost
At 20 February 2023
-
0
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Additions
23,738
56,748
112,342
22,863
9,513
261,180
18,173
504,557
Business combinations
699,494
13,421
65,161
50,857
63,993
301,415
7,367
1,201,708
Disposals
-
0
-
0
(30,118)
(867)
(24,692)
(145,468)
(1,192)
(202,337)
At 31 December 2023
723,232
70,169
147,385
72,853
48,814
417,127
24,348
1,503,928
Depreciation and impairment
At 20 February 2023
-
0
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
16,459
2,484
21,709
11,281
31,937
64,476
(20,424)
127,922
Eliminated in respect of disposals
-
0
-
0
(29,787)
(867)
(24,449)
(49,132)
(205)
(104,440)
At 31 December 2023
16,459
2,484
(8,078)
10,414
7,488
15,344
(20,629)
23,482
Carrying amount
At 31 December 2023
706,773
67,685
155,463
62,439
41,326
401,783
44,977
1,480,446
The company had no tangible fixed assets at 31 December 2023.
JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 25 -
13
Fixed asset investments
Group
Company
2023
2023
Notes
£
£
Investments in subsidiaries
14
-
0
4,266,297
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 20 February 2023
-
Additions
4,266,297
At 31 December 2023
4,266,297
Carrying amount
At 31 December 2023
4,266,297
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
JWF (Group) Limited
85 Seaward Street, Glasgow, G41 1HJ
Ordinary
100.00
-
JWF Process Solutions Limited
85 Seaward Street, Glasgow, G41 1HJ
Ordinary
-
100.00
JWF Instrumentation Limited
85 Seaward Street, Glasgow, G41 1HJ
Ordinary
-
100.00
JWF Measurement Solutions Limited
85 Seaward Street, Glasgow, G41 1HJ
Ordinary
-
100.00
Stream Measurement Limited
Elder Road, St. Johns Industrial Estate, Lees, Oldham, England, OL4 3DZ
Ordinary
-
100.00
15
Stocks
Group
Company
2023
2023
£
£
Work in progress
2,287
-
Finished goods and goods for resale
880,508
-
0
882,795
-
JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 26 -
16
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
1,563,301
-
0
Amounts owed by group undertakings
-
166,270
Other debtors
9,616
5,978
Prepayments and accrued income
278,534
-
0
1,851,451
172,248
17
Creditors: amounts falling due within one year
Group
Company
2023
2023
Notes
£
£
Trade creditors
2,205,547
101,320
Amounts owed to group undertakings
-
0
1,300,000
Corporation tax payable
174,614
5,424
Other taxation and social security
141,981
-
Deferred income
60,509
-
0
Other creditors
43,195
14,913
Accruals and deferred income
875,019
711,607
3,500,865
2,133,264
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
£
£
Other creditors
11,288
-
0
19
Deferred taxation

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

Liabilities
2023
Group
£
Accelerated capital allowances
92,925
Tax losses
60,348
153,273
The company has no deferred tax assets or liabilities.
JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
19
Deferred taxation
(Continued)
- 27 -
Group
Company
2023
2023
Movements in the period:
£
£
Asset at 20 February 2023
-
-
Charge to profit or loss
67,761
-
Acquired in the year
85,512
-
Liability at 31 December 2023
153,273
-
20
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
121,712

Defined contributions schemes are operated by the trading subsidiaries of the Group for all qualifying employees. The assets of the schemes are held separately from those of the group in independently administered funds.

21
Share capital
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary Shares Class A of £1 each
718,737
718,737
Ordinary Shares Class B of £1 each
224,632
224,632
Ordinary Shares Class C of £1 each
224,632
224,632
Ordinary Shares Class D of £1 each
1,100,000
1,100,000
2,268,001
2,268,001

On 20th February 2023, 1 ordinary share was issued at par.

 

On 10th March 2023, the following shares were issued at par:

 

 

On 10th March 2023, the 1 ordinary share was re-designated as 1 D ordinary share.

 

Ordinary shares rank pari passu with each other.

JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 28 -
22
Acquisition of a business

On 10 March 2023 the group acquired 100% percent of the issued capital of JWF (Group) Limited.

Book Value and Fair Value
Net assets acquired
£
Fixed assets
1,201,708
Stock
601,073
Trade and other debtors
2,306,244
Cash and cash equivalents
2,467,645
Borrowings
(18,383)
Trade and other creditors
(1,994,415)
Tax liabilities
(137,500)
Deferred tax
(85,512)
Total identifiable net assets
4,340,860
Goodwill
(74,563)
Total consideration
4,266,297
The consideration was satisfied by:
£
Cash
2,391,190
Issue of shares
1,168,000
Deferred consideration
707,107
4,266,297
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
10,275,938
Profit after tax
299,325
JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 29 -
23
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
2023
2023
£
£
Within one year
43,467
-
Between two and five years
48,432
-
91,899
-
24
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2023
£
£
Acquisition of tangible fixed assets
72,874
-
25
Related party transactions
Transactions with related parties

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

 

No further transactions with related parties were undertaken such as are required to be disclosed under the provisions of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

JWF GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 30 -
26
Cash generated from/(absorbed by) group operations
2023
£
Profit for the period after tax
570,581
Adjustments for:
Taxation charged
203,246
Finance costs
9,758
Investment income
(39,987)
Loss on disposal of tangible fixed assets
23,516
Amortisation and impairment of intangible assets
(74,563)
Depreciation and impairment of tangible fixed assets
127,922
Movements in working capital:
Increase in stocks
(281,722)
Decrease in debtors
454,793
Increase in creditors
620,859
Cash generated from/(absorbed by) operations
1,614,403
27
Analysis of changes in net funds - group
20 February 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
-
2,055,340
2,055,340
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