Company registration number 12773099 (England and Wales)
DREW GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
DREW GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr M A Badcock
(Appointed 10 January 2023)
Mr N Sacchetti
(Appointed 10 January 2023)
Mr P I Francis
(Appointed 10 January 2023)
Mr R Flower
Mr G R Gosden
(Appointed 1 January 2024)
Mr R Lafargue
Mr C Stubbs
Company number
12773099
Registered office
Caird Avenue
New Milton
Hampshire
United Kingdom
BH25 5PX
Auditor
Azets Audit Services
Athenia House
10-14 Andover Road
Winchester
Hampshire
United Kingdom
SO23 7BS
DREW GROUP HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 12
DREW GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 July 2023.
Principal activities
The principal activity of the company continued to be that of a holding company
Results and dividends
The company has not traded in the year.
Ordinary dividends were paid amounting to £200,000. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M A Badcock
(Appointed 10 January 2023)
Mr N Sacchetti
(Appointed 10 January 2023)
Mr P I Francis
(Appointed 10 January 2023)
Mr R Flower
Mr G R Gosden
(Appointed 1 January 2024)
Mr R Lafargue
Mr C Stubbs
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 company’s auditor 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 company’s auditor is aware of that information.
On behalf of the board
Mr R Flower
Director
21 November 2024
DREW GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JULY 2023
- 2 -
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
DREW GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DREW GROUP HOLDINGS LIMITED
- 3 -
Opinion
We have audited the financial statements of Drew Group Holdings Limited (the 'company') for the year ended 31 July 2023 which comprise , the statement of comprehensive income, the balance sheet, the statement of changes in equity 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:
give a true and fair view of the state of the company's affairs as at 31 July 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
DREW GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DREW GROUP HOLDINGS LIMITED
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the 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 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.
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.
DREW GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DREW GROUP HOLDINGS LIMITED
- 5 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Jon Noble
Senior Statutory Auditor
For and on behalf of Azets Audit Services
21 November 2024
Chartered Accountants
Statutory Auditor
Athenia House
10-14 Andover Road
Winchester
Hampshire
United Kingdom
SO23 7BS
DREW GROUP HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2023
- 6 -
Period
Year
ended
ended
31 July
31 July
2023
2022
£
£
Profit for the year
200,000
Other comprehensive income
-
-
Total comprehensive income for the year
200,000
DREW GROUP HOLDINGS LIMITED
BALANCE SHEET
AS AT 31 JULY 2023
31 July 2023
- 7 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
5
500,000
Current assets
Debtors
7
1
Net current assets
1
Net assets
500,000
1
Capital and reserves
-
-
Called up share capital
8
500,000
1
The financial statements were approved by the board of directors and authorised for issue on 21 November 2024 and are signed on its behalf by:
Mr R Flower
Director
Company Registration No. 12773099
DREW GROUP HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023
- 8 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 August 2021
-
Year ended 31 July 2022:
Profit and total comprehensive income for the year
-
Issue of share capital
8
1
-
1
Balance at 31 July 2022
1
1
Year ended 31 July 2023:
Profit and total comprehensive income for the year
-
200,000
200,000
Issue of share capital
8
499,999
-
499,999
Dividends
4
-
(200,000)
(200,000)
Balance at 31 July 2023
500,000
500,000
DREW GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
- 9 -
1
Accounting policies
Company information
Drew Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Caird Avenue, New Milton, Hampshire, United Kingdom, BH25 5PX.
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.
1.2
Going concern
In assessing the going concern status of the company the directors have therefore considered the outlook of the group and company and in so doing have given consideration to the current and future operating results and cashflow requirements of the business. The directors continue to assess the group’s cashflow requirements and expect its current and future banking and asset finance facilities to be sufficient to provide the group with the resources necessary.true
Trading conditions continue to be challenging, and the directors have put in place a number of cost saving and business improvement measures that they expect to lead to improved trading conditions moving forward. There are a number of business opportunities that will improve capacity capabilities in key areas and some significant new business enquiries.
The directors are confident that that the value of the land and building portfolio held within the group is significantly in excess of the borrowings of the group and that they will be able to further strengthen the short term cashflow position of the company and group by identifying cash generation opportunities from non operating assets if required.
Capital expenditure continues to be managed carefully and asset finance obtained as far as possible for essential capital expenditure.
The group has continued to clear down loan liabilities in line with the banking agreements and several loans will be fully repaid in early 2025, reducing the monthly repayments significantly. The directors are in regular contact with their bankers and are working closely with them to agree on the most appropriate future funding model for the business.
Therefore, the directors believe that based on budgeted future trading, the continued support of its bankers, support from its shareholders and known commitments, the company and group has adequate resources to meet its liabilities as they fall due and the ability to operate as a going concern for a period of at least 12 months from the date of approval of these financial statements.
The directors therefore consider it appropriate to continue to adopt the going concern basis in the preparation of these financial statements.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
DREW GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 10 -
1.4
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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 company 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 company after deducting all of its liabilities.
1.5
Equity instruments
Equity instruments issued by the company 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 company.
DREW GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 11 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
5
3
3
Interest receivable and similar income
2023
2022
£
£
Income from fixed asset investments
Income from shares in group undertakings
200,000
4
Dividends
2023
2022
£
£
Interim paid
200,000
5
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
6
500,000
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 October 2022
-
Additions
500,000
At 31 July 2023
500,000
Carrying amount
At 31 July 2023
500,000
At 31 July 2022
-
6
Subsidiaries
Details of the company's subsidiaries at 31 July 2023 are as follows:
DREW GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
6
Subsidiaries
(Continued)
- 12 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
New Milton Sand and Ballast Limited
Caird Avenue, New Milton, Hampshire, United Kingdom, BH25 5PX
Ordinary
100.00
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1
8
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
191,250
-
191,250
-
Ordinary B shares of £1 each
63,750
-
63,750
-
Ordinary C shares of £1 each
245,000
1
245,000
1
500,000
1
500,000
1
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