REGISTERED NUMBER: 14616596 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements |
for the Period 25 January 2023 to 31 March 2024 |
for |
Beech Group Holdings Limited |
REGISTERED NUMBER: 14616596 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements |
for the Period 25 January 2023 to 31 March 2024 |
for |
Beech Group Holdings Limited |
Beech Group Holdings Limited (Registered number: 14616596) |
Contents of the Consolidated Financial Statements |
for the Period 25 January 2023 to 31 March 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Consolidated Statement of Comprehensive Income | 8 |
Consolidated Statement of Financial Position | 9 |
Company Statement of Financial Position | 10 |
Consolidated Statement of Changes in Equity | 11 |
Company Statement of Changes in Equity | 12 |
Consolidated Statement of Cash Flows | 13 |
Notes to the Consolidated Statement of Cash Flows | 14 |
Notes to the Consolidated Financial Statements | 15 |
Beech Group Holdings Limited |
Company Information |
for the Period 25 January 2023 to 31 March 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
INDEPENDENT AUDITORS: |
Statutory Auditor |
3rd Floor Pacific Chambers |
11-13 Victoria Street |
Liverpool |
Merseyside |
L2 5QQ |
Beech Group Holdings Limited (Registered number: 14616596) |
Group Strategic Report |
for the Period 25 January 2023 to 31 March 2024 |
The directors present their strategic report for the parent company and the group for the period running from 25 January 2023 to 31 March 2024. |
REVIEW OF BUSINESS |
We aim to present a balanced and comprehensive review of the development of the business during the period and its position as at 31 March 2024. Our review is consistent with that of a business of similar size and complexity and is written in the context of the risks and uncertainties the group faces. |
The parent company was incorporated on 25 January 2023 and acquired 100% of the share capital in Marley Wainwright Limited, the 100% parent entity of John Beech Limited, on 3 April 2023. The principal activity of the group, as a result, is industrial demolition and other related services |
The group recorded a profit before tax of £6,309,300. The directors are pleased with the continued expansion of sales in a challenging market, with the revenue of John Beech Limited, the sole trading entity within the group, increasing from £12,735,540 to £18,648,698. The group will continue to focus on its range of services in the forthcoming year to drive continued growth. |
PRINCIPAL RISKS AND UNCERTAINTIES |
Due to John Beech Limited being the only trading within the group, the performance of the entity is considered the principal risk for the parent company. The principal risks existing in respect of operations of the group is the potential loss of customers and legal claims for any health and safety breaches due to the nature of the work performed. The risk of the loss of revenue as a result of a loss of customers is addressed through maintaining strong customer relationships and ensuring pricing remains competitive in the market. Health and safety risks are addressed through regular training courses for our staff and a focus on ensuring health and safety guidelines are followed at all times. |
KEY PERFORMANCE INDICATORS |
Below are the key financial performance indicators used by the director when considering the performance of the group for the period. Given the nature of the business, non-financial performance indicators offer minimal value when assessing the performance of the group for the year, as such these are not considered. |
Period Ended 31.3.24 |
Group turnover | £18,648,698 |
Gross profit margin | 52.4% |
Profit before tax | £6,309,300 |
EBITDA | £7,432,031 |
Cash position | £2,469,227 |
Current ratio | 1.51 |
ON BEHALF OF THE BOARD: |
Beech Group Holdings Limited (Registered number: 14616596) |
Report of the Directors |
for the Period 25 January 2023 to 31 March 2024 |
The directors present their report with the financial statements of the parent company and the group for the period 25 January 2023 to 31 March 2024. |
The parent company was incorporated on 25 January 2023 and the group was created on the 3 April 2024 when the parent company acquired a 100% share in Marley Wainwright Limited, the parent entity of John Beech Limited. |
INCORPORATION |
The group was incorporated on 25 January 2023 . |
DIVIDENDS |
The total distribution of dividends for the period ended 31 March 2024 will be £48,375. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
The directors who have held office during the period from 25 January 2023 to the date of this report are as follows: |
All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, Report of the Directors and the financial statements in accordance with applicable law and regulation. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group and the parent company financial statements in accordance with United Kingdom generally accepted accounting practice (United Kingdom Accounting Standards, comprising FRS 102 ‘The financial reporting standard applicable in the UK and Republic of Ireland’, and applicable law). |
Under company law, 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 parent company and of the profit or loss of the group for that period. In preparing the financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and the group 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 parent company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Beech Group Holdings Limited (Registered number: 14616596) |
Report of the Directors |
for the Period 25 January 2023 to 31 March 2024 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Haines Watts, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Beech Group Holdings Limited |
Opinion |
We have audited the financial statements of Beech Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's profit for the period then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Beech Group Holdings Limited |
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 Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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 parent company and group and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the parent company and group, which were contrary to applicable laws and regulations including fraud, 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 preparation of 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 principle risks were related to inflated revenue and profit. |
Report of the Independent Auditors to the Members of |
Beech Group Holdings Limited |
Audit procedures performed included: |
- | review of the financial statement disclosures to underlying supporting documentation; |
- | review of any correspondence with legal advisors, and enquiries of management and those charged with governance around actual and potential litigation and claims; |
- | enquiries with group's staff to identify any instances with non-compliance with laws and regulations; |
- | enquiries of management and review of monthly management accounts and reports in so far as they related to the financial statements; |
- | testing of journals and evaluating, whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud, and evaluating the business rationale of significant transactions outside the normal course of business; |
- | undertaking detailed substantive testing of material items and a sample of other items; |
- | consideration of the reasonableness of the figures and analytical review, including comparison with previous years and expected trends; and |
- | review of the compliance with and effectiveness of internal controls. |
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the parent company's and group'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 parent company's and group's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and group and the parent company's and group's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
3rd Floor Pacific Chambers |
11-13 Victoria Street |
Liverpool |
Merseyside |
L2 5QQ |
Beech Group Holdings Limited (Registered number: 14616596) |
Consolidated Statement of Comprehensive Income |
for the Period 25 January 2023 to 31 March 2024 |
Notes | £ |
TURNOVER | 3 | 18,648,698 |
Cost of sales | 8,884,684 |
GROSS PROFIT | 9,764,014 |
Administrative expenses | 1,343,671 |
8,420,343 |
Other operating income | 86,796 |
OPERATING PROFIT | 5 | 8,507,139 |
Profit/loss on sale of operatn | 6 | 1,432,900 |
7,074,239 |
Interest payable and similar expenses | 7 | 764,939 |
PROFIT BEFORE TAXATION | 6,309,300 |
Tax on profit | 8 | 1,680,261 |
PROFIT FOR THE FINANCIAL PERIOD |
Beech Group Holdings Limited (Registered number: 14616596) |
Consolidated Statement of Financial Position |
31 March 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 1,953,504 |
Tangible assets | 12 | 988,716 |
Investments | 13 | - |
2,942,220 |
CURRENT ASSETS |
Stocks | 14 | 6,000 |
Debtors | 15 | 3,023,349 |
Cash at bank | 2,469,227 |
5,498,576 |
CREDITORS |
Amounts falling due within one year | 16 | 3,639,001 |
NET CURRENT ASSETS | 1,859,575 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
4,801,795 |
CREDITORS |
Amounts falling due after more than one year |
17 |
(68,012 |
) |
PROVISIONS FOR LIABILITIES | 21 | (153,019 | ) |
NET ASSETS | 4,580,764 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 100 |
Retained earnings | 23 | 4,580,664 |
SHAREHOLDERS' FUNDS | 4,580,764 |
The financial statements were approved by the Board of Directors and authorised for issue on 24 January 2025 and were signed on its behalf by: |
G Vaughan - Director |
Beech Group Holdings Limited (Registered number: 14616596) |
Company Statement of Financial Position |
31 March 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
CURRENT ASSETS |
Debtors | 15 |
CREDITORS |
Amounts falling due within one year | 16 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 22 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 48,375 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Beech Group Holdings Limited (Registered number: 14616596) |
Consolidated Statement of Changes in Equity |
for the Period 25 January 2023 to 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | 100 | - | 100 |
Dividends | - | (48,375 | ) | (48,375 | ) |
Total comprehensive income | - | 4,629,039 | 4,629,039 |
Balance at 31 March 2024 | 100 | 4,580,664 | 4,580,764 |
Beech Group Holdings Limited (Registered number: 14616596) |
Company Statement of Changes in Equity |
for the Period 25 January 2023 to 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | - |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2024 |
Beech Group Holdings Limited (Registered number: 14616596) |
Consolidated Statement of Cash Flows |
for the Period 25 January 2023 to 31 March 2024 |
Notes | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 6,863,376 |
Interest paid | (749,371 | ) |
Interest element of hire purchase payments paid |
(15,568 |
) |
Tax paid | (257,494 | ) |
Net cash from operating activities | 5,840,943 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (58,014 | ) |
Purchase of controlling interest | (2,564,154 | ) |
Sale of tangible fixed assets | 41,333 |
Net cash from investing activities | (2,580,835 | ) |
Cash flows from financing activities |
New loans in the period | 3,120,108 |
Loan repayments in the period | (3,897,378 | ) |
Early repayment fees | (23,499 | ) |
Capital repayments in the period | (56,902 | ) |
Amount introduced by directors | 115,165 |
Equity dividends paid | (48,375 | ) |
Net cash from financing activities | (790,881 | ) |
Increase in cash and cash equivalents | 2,469,227 |
Cash and cash equivalents at beginning of period |
2 |
- |
Cash and cash equivalents at end of period |
2 |
2,469,227 |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Statement of Cash Flows |
for the Period 25 January 2023 to 31 March 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
£ |
Profit before taxation | 6,309,300 |
Depreciation charges | 140,750 |
Profit on disposal of fixed assets | (2,598 | ) |
Amortisation charge | 217,042 |
Unwinding of deferred consideration | 80,142 |
Early loan repayment fees | 23,499 |
Loan arrangement fees | 106,035 |
Finance costs | 764,939 |
7,639,109 |
Increase in stocks | (2,000 | ) |
Decrease in trade and other debtors | 529,402 |
Decrease in trade and other creditors | (1,303,135 | ) |
Cash generated from operations | 6,863,376 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Period ended 31 March 2024 |
31.3.24 | 25.1.23 |
£ | £ |
Cash and cash equivalents | 2,469,227 | - |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 25.1.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank | - | 2,469,227 | 2,469,227 |
- | 2,469,227 | 2,469,227 |
Debt |
Finance leases | - | (106,133 | ) | (106,133 | ) |
- | (106,133 | ) | (106,133 | ) |
Total | - | 2,363,094 | 2,363,094 |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements |
for the Period 25 January 2023 to 31 March 2024 |
1. | STATUTORY INFORMATION |
Beech Group Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirement of paragraph 33.7. |
Basis of consolidation |
The consolidated group financial statement consist of the financial statements of the parent company, Beech Group Holdings Limited, together with its subsidiary undertakings, Marley Wainwright Limited and John Beech Limited. |
The financial statements for both the parent company and John Beech Limited have been drawn up to 31 March 2024, whilst the financial statements for Marley Wainwright Limited have been drawn up to 30 April 2024. Where necessary, adjustments have been made to the financial statements of the subsidiary undertakings to bring the accounting policies used and accounting periods in line with those used by the parent company. |
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidated. 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 control commences until the date that control ceases. |
Going concern |
The financial statements have been prepared on a going concern basis. In determining the appropriate basis of preparation for the financial statements, the directors are required to consider whether the group can continue in operational existence for the foreseeable future. |
After the review of the budget and predictions for a period of at least 12 months from the date of approval of these financial statements, and having considered the uncertainties prevalent when making predictions of future events, the directors are of the opinion that the group has adequate resources to continue in operational existence for the foreseeable future. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
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 the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
The following judgements and estimates are deemed to be those which have had the most significant effects on those amounts recognised within the financial statements: |
Accrued income |
On average, projects take 2 weeks to complete from the date the work has commenced until sign off of the project. As a result of this, this gives rise to a period around the period end where work will have been completed and the risks and rewards are deemed to have transferred, but as the work is not fully completed, the works have not been invoiced to the customer. In determining the level of accrued income generated at the period end, management have assessed that revenue will accrue at a consistent rate over the average 2 week period of the project. This assumption has then been used to calculate the accrued income generated at the period end. |
Depreciation |
Depreciation rates in respect of the fixed assets held by the group are intended to reflect management's expectation of the useful economic life of those assets based on both historical experience as well as other external information. |
Discounting of financial instruments |
Where the group enters into non-basic financial instrument, the directors estimate the effective interest rate attributable to the financing arrangement. This is done with consideration of internal and external data, including interest rates incurred on similar financing arrangements. |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
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 relates taxes. The fair value of consideration takes into account trade discount, settlement discounts and volume rebates. |
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income. |
Turnover 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 goods), the amount of turnover can measured reliably, it is probably 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. |
Turnover from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and material, as a proportion of total costs. Where the outcome cannot be estimated reliably, turnover is recognised only to the extent of the expenses recognised that it is probable will be recovered. |
Goodwill |
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the group’s interest in the identifiable net assets, liabilities and contingent liabilities acquired. |
Goodwill is amortised over its expected useful life which is estimated to be ten years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the Statement of Comprehensive Income. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Freehold property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
All tangible fixed assets are initially measured at cost and subsequently measured at cost less depreciation and any impairment losses. |
Gains and losses arising on the disposal of an asset are determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the profit and loss as the gain or loss arises. |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
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 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 recognised in profit or loss. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Cash and cash equivalents |
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks. |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The parent 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 parent company's Statement of Financial Position when the parent company becomes party to the contractual provision 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 trade and other receivables and cash and cash equivalents, are initially measured at transaction price, including transaction costs, and are then subsequently carried at amortised cost using the effective interest method, less provision for impairment, unless arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future lease receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The parent company's cash and cash equivalents, trade and other receivables due with the operating cycle fall into this category of financial instruments. |
Impairment of financial assets |
Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying value amount and the present value of the future cash flows at the asset(s) original effective interest rate. |
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. |
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 parent company after the deduction of its liabilities. |
Basic financial instruments, which include trade and other payables and bank loans are initially measured at their transaction price after transaction costs. When this constitute a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. |
Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. |
Derecognition of financial instruments |
Derecognition of financial assets |
Financial assets are derecognised when their contractual right to future cash flows expire, or are settled, or when the parent company transfers the asset and substantially all of the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the parent company will continue to recognise the value of the portion of the risks and rewards retained. |
Derecognition of financial liabilities |
Financial liabilities are derecognised when the parent company's contractual obligations expire, are discharged or cancelled. |
3. | TURNOVER |
31.3.24 |
£ |
Demolition and related works | 18,648,698 |
Demolition and related works if formed of asbestos, scaffolding, remediation and demolition works solely performed within the United Kingdom. |
4. | EMPLOYEES AND DIRECTORS |
31.3.24 |
£ |
Wages and salaries | 2,417,827 |
Social security costs | 228,358 |
Other pension costs | 47,761 |
2,693,946 |
The average number of employees during the period was as follows: |
31.3.24 |
Admin and demolition staff | 51 |
The average number of employees by undertakings that were proportionately consolidated during the period was 51. |
£ |
Directors' remuneration | 329,604 |
Directors' pension contributions to money purchase schemes | 6,161 |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
4. | EMPLOYEES AND DIRECTORS - continued |
Information regarding the highest paid director is as follows: |
£ |
Emoluments etc | 79,550 |
Pension contributions to money purchase schemes | 991 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
£ |
Depreciation - owned assets | 140,750 |
Profit on disposal of fixed assets | (2,598 | ) |
Goodwill amortisation | 217,042 |
Auditors' remuneration | 20,500 |
Unwinding of deferred consideration | 80,142 |
Early loan repayment fees | 23,499 |
Loan arrangement fees | 106,035 |
6. | EXCEPTIONAL ITEMS |
£ |
Exceptional items | 1,432,900 |
Profit/loss on sale of operatn | (1,432,900 | ) |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Bank interest | 2,074 |
Bank loan interest | 744,983 |
Late repayment interest | 2,271 |
Hire purchase | 15,611 |
764,939 |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the period was as follows: |
£ |
Current tax: |
UK corporation tax | 1,747,146 |
Adjustment in relation to prio r periods | (49,628 | ) |
Total current tax | 1,697,518 |
Deferred tax | (17,257 | ) |
Tax on profit | 1,680,261 |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
8. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Profit before tax | 6,309,300 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % |
1,577,325 |
Effects of: |
Expenses not deductible for tax purposes | 81,503 |
Income not taxable for tax purposes | (50,277 | ) |
Depreciation in excess of capital allowances | 88,967 |
Deferred taxation | (17,257 | ) |
Total tax charge | 1,680,261 |
9. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
10. | DIVIDENDS |
Total dividends for the period ended 31 March 2024 will be £48,375. |
11. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
Additions | 2,170,546 |
At 31 March 2024 | 2,170,546 |
AMORTISATION |
Amortisation for period | 217,042 |
At 31 March 2024 | 217,042 |
NET BOOK VALUE |
At 31 March 2024 | 1,953,504 |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
12. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Freehold | Plant and | and |
property | machinery | fittings |
£ | £ | £ |
COST |
Additions | 710,000 | 373,760 | 887 |
Disposals | - | - | - |
At 31 March 2024 | 710,000 | 373,760 | 887 |
DEPRECIATION |
Charge for period | 16,136 | 112,128 | 887 |
Eliminated on disposal | - | - | - |
At 31 March 2024 | 16,136 | 112,128 | 887 |
NET BOOK VALUE |
At 31 March 2024 | 693,864 | 261,632 | - |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
Additions | 82,830 | 724 | 1,168,201 |
Disposals | (48,890 | ) | - | (48,890 | ) |
At 31 March 2024 | 33,940 | 724 | 1,119,311 |
DEPRECIATION |
Charge for period | 11,599 | - | 140,750 |
Eliminated on disposal | (10,155 | ) | - | (10,155 | ) |
At 31 March 2024 | 1,444 | - | 130,595 |
NET BOOK VALUE |
At 31 March 2024 | 32,496 | 724 | 988,716 |
Included within additions in the period are the assets acquired on the purchase of the controlling interest in Marley Wainwright Limited. Those assets acquired have been assessed to determine their fair value at the acquisition date and the directors have concluded, with the exception of the freehold property, that the net book value of the assets at the acquisition date are materially consistent with their fair value. |
The freehold property has been recognised at market value subject to vacant possession, with the valuation being performed by a RICS qualified valuer. Please see note 27 for further detail. |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
13. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiaries |
Marley Wainwright Limited |
Registered office: |
Nature of business: Holding company |
% |
Class of shares: | holding |
Ordinary shares | 100.00 |
30.4.24 |
£ |
Aggregate capital and reserves | 81 |
Profit for the year | 241,633 |
John Beech Limited |
Registered office: |
Nature of business: Industrial demolition services |
% |
Class of shares: | holding |
Ordinary shares | 100.00 |
31.3.24 |
£ |
Aggregate capital and reserves | 5,384,827 |
Profit for the period | 3,614,014 |
14. | STOCKS |
Group |
£ |
Stocks | 6,000 |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade debtors | 2,692,970 |
Amounts owed by group undertakings | - |
Other debtors | 5,754 |
Called up share capital not paid | 100 |
Prepayments | 324,525 |
3,023,349 |
Amounts owed by group undertakings are unsecured, interest-free loans which are repayable on demand. |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Hire purchase contracts (see note 18) | 38,121 |
Trade creditors | 667,542 |
Amounts owed to group undertakings | - |
Amounts owed to participating interests | 412,794 | 412,994 |
Tax | 1,558,189 |
Social security and other taxes | 72,031 |
VAT | 774,240 | - |
Other creditors | 20,584 |
Accrued expenses | 95,500 |
3,639,001 |
Amounts owed to group undertakings are unsecured, interest-free loans which are repayable on demand. |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
£ |
Hire purchase contracts (see note 18) | 68,012 |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire |
purchase |
contracts |
£ |
Net obligations repayable: |
Within one year | 38,121 |
Between one and five years | 68,012 |
106,133 |
19. | SECURED DEBTS |
HSBC UK Bank Plc previously held a charge over the freehold property known as the Foundry, Marcus Street, Birkenhead. This charge was satisfied on 6 April 2023 as part of Beech Group Holdings Limited's acquisition of the controlling interest in Marley Wainwright Limited. |
Midland Bank Plc also previously held fixed and floating charges over the undertakings and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. This charge too was satisfied on the 6 April 2023. |
On 6 April 2023, a new charge was issued by SME Lending Limited over the freehold property known as the Foundry, Marcus Street, Birkenhead as well as fixed and floating charges over the undertakings and all property and assets present and future including present and future goodwill, bookdebts, uncalled capital, investments, intellectual property, buildings, fixtures, fixed plant and machinery and all charged accounts. This was charge was satisfied on 26 April 2024. |
20. | FINANCIAL INSTRUMENTS |
Group | Company |
£ | £ |
Financial liabilities |
Financial liabilities measured at fair value through profit or loss | 412,994 | 412,994 |
Financial liabilities measured at fair value consist of deferred consideration payable to the former majority shareholders of Marley Wainwright Limited. |
21. | PROVISIONS FOR LIABILITIES |
Group |
£ |
Deferred tax | 153,019 |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
21. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred tax |
£ |
Provided during period | 84,000 |
Credit to Statement of Comprehensive Income during period | (17,257 | ) |
Balance at 31 March 2024 | 66,743 |
The amount provided for in the year is in relation to the deferred tax recognised on the fair value uplift applied to the freehold property on acquisition, which has been calculated at 25% of the FV uplift. Please refer to note 27 for further detail. |
22. | CALLED UP SHARE CAPITAL |
Allotted and issued: |
Number: | Class: | Nominal value: | £ |
50 | A ordinary shares | 1 | 50 |
40 | B ordinary shares | 1 | 40 |
5 | C ordinary shares | 1 | 5 |
5 | D ordinary shares | 1 | 5 |
100 |
The following shares were allotted at par during the period: |
50 A ordinary shares of £1 each |
40 B ordinary shares of £1 each |
5 C ordinary shares of £1 each |
5 D ordinary shares of £1 each |
23. | RESERVES |
Group |
Retained |
earnings |
£ |
Profit for the period | 4,629,039 |
Dividends | (48,375 | ) |
At 31 March 2024 | 4,580,664 |
24. | RELATED PARTY DISCLOSURES |
During the period, total dividends of £48,375 were paid to the directors . |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
24. | RELATED PARTY DISCLOSURES - continued |
The parent 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. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
No other transactions have been undertaken between the group and non-wholly owned group entities or related parties. |
25. | POST BALANCE SHEET EVENTS |
Subsequent to the year end, the fixed and floating charge held by SME Lending Limited has been satisfied in full, a new fixed and floating charge has been raised by HSBC UK Bank Plc on 10 September 2024 over all assets of John Beech Limited. |
In addition to this, on 16 October 2024, John Beech Limited acquired 100% share capital in Hasaw Limited, its registered number being SC557171. The group structure has been further changed after the Statement of Financial Position date by Marley Wainwright Limited, the immediate parent of John Beech Limited, being struck off on 17 September 2024 and the shares of the company being transferred to the parent company. |
26. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party of the group is considered to be G Vaughan, as a result of their majority shareholding of Beech Group Holdings Limited. |
Beech Group Holdings Limited (Registered number: 14616596) |
Notes to the Consolidated Financial Statements - continued |
for the Period 25 January 2023 to 31 March 2024 |
27. | BUSINESS COMBINATIONS |
On 3 April 2023, the parent company acquired control in Marley Wainwright Limited, the immediate and ultimate parent of John Beech Limited, through the purchase of 100% share capital in the entity for a total consideration of £3,002,011, this being formed of cash and deferred consideration. |
Management have determined that the useful life of the goodwill arising as a result of the acquisition to be 10 years. John Beech Limited, the sole trading entity of the group acquired by the parent company, is well established in the North West of England providing demolition and related works, however the amortisation period is restricted by the full useful life not being reliably measurable. |
The following table summarises the fair value of the assets acquired and liabilities assumed at the date of acquisition. Please note, following an assessment by the directors, the fair value of the assets acquired and liabilities assumed at the acquisition date are deemed to be equal to their carrying amount, with the exception of the freehold property acquired. The freehold property acquired has been recognised at market value subject to vacant possession, the valuation being performed by a RICS qualified valuer. This has additionally given rise to a deferred tax liability which has been calculated at 25% of the FV uplift applied on acquisition. |
Amounts recorded for assets acquired and liabilities assumed: |
Book values | Adjustments | Fair value |
£ | £ | £ |
Non-current assets | 774,188 | 336,000 | 1,110,188 |
Stocks | 4,000 | - | 4,000 |
Trade and other receivables | 3,672,820 | - | 2,513,820 |
Cash and cash equivalents | 105,005 | 105,005 |
Trade and other payables | (3,051,222 | ) | - | (3,051,222 | ) |
Borrowings | (838,980 | ) | - | (838,980 | ) |
Deferred tax liabilities | (86,276 | ) | (84,000 | ) | (170,276 | ) |
Total identifiable net liabilities | 579,465 | 252,000 | 831,465 |
Goodwill on acquisition | 2,170,546 |
Total | 3,002,011 |
The revenue from John Beech Limited included within the Consolidated Statement of Comprehensive Income for the period end 31 March 2024 was £18,648,698. The entity also contributed a profit of £3,614,014 for the same period. |