Period from 3 October 2022 to
Registration number:
Leviathan NewCo 3 Limited
Contents
Company Information |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Leviathan NewCo 3 Limited
Company Information
Directors |
G T M Karlsson D S Sneddon |
Registered office |
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Auditors |
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Leviathan NewCo 3 Limited
Directors' Report
Period from 3 October 2022 to 31 March 2024
The directors present their report and the for the period from 3 October 2022 to 31 March 2024.
Incorporation
The company was incorporated on
On 6 June 2023, the company acquired 100% of the ordinary share capital of Nicol and Andrew Holdings Limited. Nicol and Andrew Holdings Limited owns 100% of the ordinary share capital of Nicol and Andrew Limited, Nicol and Andrew MSPE Limited and Hempstead and Johnson Limited.
Principal activity
The principal activity of the group is that of a holding company. The principal activity of the group is the provision of precision engineering services
Directors of the group
The directors who held office during the period were as follows:
Leviathan NewCo 3 Limited
Directors' Report
Period from 3 October 2022 to 31 March 2024
Going concern
The directors have considered the suitability of preparing the Accounts on a going concern basis and acknowledges that there is significant doubt on the group's ability to continue as a going concern. The directors have concluded that while there are material uncertainties around the future trading performance of its On-Site Machining division of Nicol and Andrew Limited, they are satisfied that the group will be able to meet its financial obligations as they fall due for at least the next 12 months.
In arriving at this conclusion, the directors have considered the following:
1. The On-Site Machining division of Nicol and Andrew made a significant loss in the year, which even with a profitable hydraulics division creates a loss in the latest period to 31 March 2024 of £622,586. Along with the Hydraulics division, the other trading subsidiaries were profitable and cash generative.
2. A significant drop in sales in the On-Site division over the last year. Though if sales and order opportunities are followed through, this will turnaround the performance of this division to also be profitable and cash generative.
3. The opportunity to restructure operations to reduce costs and lower the break-even point for the On-Site Machining division.
4. While forecasts have not been updated for the next 12 months, due to current uncertainties over the order book for On-Site Machining the business has been significantly profitable in the recent past and the directors are confident that they can return to previously seen operations, through a significant marketing campaign as well as the development of framework agreements with a very large customer.
5. Recently cash balances have reduced significantly but are expected to recover once the On-Site Machining divisions order book recovers and operational cost improvements have been implemented.
6. The ultimate parent company, Leviathan Engineering Limited, has provided significant financial support to the group. Cash has been received from the parent to support the group since year end.
7. The covenants on the group loan that is used to help fund Nicol and Andrew Limited were breached in the year. There were breaches in the loan covenants in the year. But the group's main external funder has indicated that subject to the group’s financial performance and liquidity levels being in line with their forecasts they will not withdraw the current funding or amend the loan structure provided to the group due to the breaches in the loan covenants at the year end, and after the year end, for the foreseeable future (i.e. 12 months from the date the audit report of Leviathan Newco 3 Limited is signed for the year ended 31 March 2024).
Leviathan NewCo 3 Limited
Directors' Report
Period from 3 October 2022 to 31 March 2024
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Small companies provision statement
This report has been prepared in accordance with provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act.
Approved and authorised by the
......................................... |
Leviathan NewCo 3 Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and 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; and |
• |
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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Leviathan NewCo 3 Limited
Independent Auditor's Report to the Members of Leviathan NewCo 3 Limited
Qualified opinion
We have audited the financial statements of Leviathan NewCo 3 Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 3 October 2022 to 31 March 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, and 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2024 and of the group's loss 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 qualified opinion on financial statements
In addition to this, we were also unable to obtain sufficient appropriate evidence concerning the existence of fixed assets at 6 June 2023, and therefore whether they were disposed of before or after the acquisition date. As a result we were unable to determine whether any adjustment to the fixed asset balance as at 6 June 2023 was necessary or whether there was any consequential effect on the disposal or depreciation figures for the period ended 31 March 2024.
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 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 qualified opinion.
Leviathan NewCo 3 Limited
Independent Auditor's Report to the Members of Leviathan NewCo 3 Limited
Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that the group incurred a net loss of £886,008 during the priod ended 31 March 2024 in addition to breaching the covenants on the group loan that is used to help fund Nicol and Andrew Limited. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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. 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Directors' Report has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
Except for the matter described in the basis for qualified opinion section of our report, in the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
Arising solely from the limitation on the scope of our work relating to inventory and fixed assets, referred to above:
• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
• we were unable to determine whether adequate accounting records have been kept.
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:
Leviathan NewCo 3 Limited
Independent Auditor's Report to the Members of Leviathan NewCo 3 Limited
• |
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 directors' remuneration specified by law are not made; or |
• |
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 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.
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:
Leviathan NewCo 3 Limited
Independent Auditor's Report to the Members of Leviathan NewCo 3 Limited
As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the group. We gained an understanding of the industry in which the group operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the group's website for indication of any regulations and certification in place and discussed these with the relevant individuals responsible for compliance. The key regulations we identified were employment law, health and safety regulations, tax legislation, Environment Act 2021, and anti-bribery. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the UK Generally Accepted Accounting Practice and the Companies Act 2006.
We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the group's ability to continue operating and the risk of material misstatement to the accounts. We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;
• Reviewed legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance;
• Review of the group's minutes of Board meetings for any instances of reportable breaches or non-compliance.
We assessed the susceptibility of the financial statements to material misstatement through management override or fraud, including in relation to income and expenditure, and obtained an understanding of the controls in place to mitigate the risk of fraud. We also discussed with management whether there had been any instances of known or alleged fraud. Based upon our understanding we designed and conducted audit procedures including:
• Audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
• Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.
• Performed cut-off procedures of revenue both before the year end and after; and
• Investigated the rationale behind significant or unusual transactions.
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. 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 omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Leviathan NewCo 3 Limited
Independent Auditor's Report to the Members of Leviathan NewCo 3 Limited
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.
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Ground Floor
90 Victoria Street
BS1 6DP
Leviathan NewCo 3 Limited
Consolidated Profit and Loss Account
Period from 3 October 2022 to 31 March 2024
Note |
2024 |
|
Turnover |
|
|
Cost of sales |
( |
|
Gross profit |
|
|
Distribution costs |
( |
|
Administrative expenses |
( |
|
Other operating income |
|
|
Operating loss |
( |
|
Interest payable and similar expenses |
( |
|
Loss before tax |
( |
|
Tax on loss |
|
|
Loss for the financial period |
( |
|
Profit/(loss) attributable to: |
||
Owners of the company |
( |
Leviathan NewCo 3 Limited
Consolidated Balance Sheet
31 March 2024
Note |
2024 |
|
Fixed assets |
||
Intangible assets |
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|
Tangible assets |
|
|
|
||
Current assets |
||
Stocks |
|
|
Debtors |
|
|
Cash at bank and in hand |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
|
Net current liabilities |
( |
|
Total assets less current liabilities |
|
|
Provisions for liabilities |
( |
|
Net assets |
|
|
Capital and reserves |
||
Called up share capital |
|
|
Share premium reserve |
|
|
Merger relief reserve |
|
|
Profit and loss account |
( |
|
Equity attributable to owners of the company |
|
|
Shareholders' funds |
|
Approved and authorised by the
......................................... |
Company Registration Number: 14393620
Leviathan NewCo 3 Limited
Balance Sheet
31 March 2024
Note |
2024 |
|
Fixed assets |
||
Investments |
|
|
Current assets |
||
Debtors |
|
|
Cash at bank and in hand |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
|
Net current liabilities |
( |
|
Total assets less current liabilities |
|
|
Provisions for liabilities |
|
|
Net assets |
|
|
Capital and reserves |
||
Called up share capital |
|
|
Share premium reserve |
|
|
Merger relief reserve |
|
|
Profit and loss account |
( |
|
Shareholders' funds |
|
The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a loss after tax for the financial period of £532,076.
Approved and authorised by the
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Company Registration Number: 14393620
Leviathan NewCo 3 Limited
Consolidated Statement of Changes in Equity
Period from 3 October 2022 to 31 March 2024
Share capital |
Share premium |
Merger relief reserve |
Profit and loss account |
Total |
Total equity |
|
Loss for the period |
- |
- |
- |
( |
( |
( |
Other comprehensive income |
- |
- |
|
- |
|
|
Total comprehensive income |
- |
- |
|
( |
( |
( |
New share capital subscribed |
|
|
- |
- |
|
|
At 31 March 2024 |
|
|
|
( |
|
|
Leviathan NewCo 3 Limited
Statement of Changes in Equity
Period from 3 October 2022 to 31 March 2024
Share capital |
Share premium |
Merger relief reserve |
Profit and loss account |
Total |
|
Loss for the period |
- |
- |
- |
( |
( |
Other comprehensive income |
- |
- |
|
- |
|
Total comprehensive income |
- |
- |
|
( |
|
New share capital subscribed |
|
|
- |
- |
|
At 31 March 2024 |
|
|
|
( |
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Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2024.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Going concern
The directors have considered the suitability of preparing the Accounts on a going concern basis and acknowledges that there is significant doubt on the group's ability to continue as a going concern. The directors have concluded that while there are material uncertainties around the future trading performance of its On-Site Machining division of Nicol and Andrew Limited, they are satisfied that the group will be able to meet its financial obligations as they fall due for at least the next 12 months.
In arriving at this conclusion, the directors have considered the following:
1. The On-Site Machining division of Nicol and Andrew made a significant loss in the year, which even with a profitable hydraulics division creates a loss in the latest period to 31 March 2024 of £622,586, which accounts for the majority group loss of £886,008. Along with the Hydraulics division, the other trading subsidiaries were profitable and cash generative.
2. A significant drop in sales in the On-Site division over the last year. Though if sales and order opportunities are followed through, this will turnaround the performance of this division to also be profitable and cash generative.
3. The opportunity to restructure operations to reduce costs and lower the break-even point for the On-Site Machining division.
4. While forecasts have not been updated for the next 12 months, due to current uncertainties over the order book for On-Site Machining the business has been significantly profitable in the recent past and the directors are confident that they can return to previously seen operations, through a significant marketing campaign as well as the development of framework agreements with a very large customer.
5. Recently cash balances have reduced significantly but are expected to recover once the On-Site Machining divisions order book recovers and operational cost improvements have been implemented.
6. The ultimate parent company, Leviathan Engineering Limited, has provided significant financial support to the group. Cash has been received from the parent to support the group since year end.
7. The covenants on the group loan that is used to help fund Nicol and Andrew Limited were breached in the year. There were breaches in the loan covenants in the year. But the group's main external funder has indicated that subject to the group’s financial performance and liquidity levels being in line with their forecasts they will not withdraw the current funding or amend the loan structure provided to the group due to the breaches in the loan covenants at the year end, and after the year end, for the foreseeable future (i.e. 12 months from the date the audit report of Leviathan Newco 3 Limited is signed for the year ended 31 March 2024).
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Key sources of estimation uncertainty
In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate where the revision affects only that period, or in the period of the revision and future periods where the revision reflects both current and future periods.
Determining whether there are indicators of impairment of the group's intangible assets. Intangible fixed assets are amortised over 10 years. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. The carrying amount is £692,566.
Determining whether there are indicators of impairment of the group's tangible assets. Tangible fixed assets are depreciated over their useful life taking into account residual values, where appropriate. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. The carrying amount is £164,297.
Determining whether stock is held at the correct value by ensuring it is stated at the lower of cost or net realisable value, the estimate being the selling price less costs to complete and sell. Stock is assessed for impairment and potential provision is estimated. Management undertake regular stocktakes and review the ageing and selling profile of the stock. The carrying value is £301,289.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services to external customers in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company. Turnover is recognised when the goods or services have been delivered to the customer.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Plant and Equipment |
15% - 33% reducing balance |
Motor vehicles |
15% reducing balance |
Office equipment |
15% reducing balance |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful lifes as follows.
Asset class |
Amortisation method and rate |
Goodwill |
10 years straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
Work in progress is recognised on the basis of the value of work completed to date, including the profit element.
Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Provisions
Provisions are recognised when there is an obligation at the reporting date as a result of a past event. It is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.
Staff costs |
The average number of persons employed by the company (including directors) during the period, was
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Auditor's remuneration |
2024 |
|
Audit of these financial statements |
5,500 |
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
27,350 |
|
|
Other fees to auditors |
|
Taxation compliance services |
|
All other assurance services |
|
|
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
Additions acquired separately |
|
|
At 31 March 2024 |
|
|
Amortisation |
||
Amortisation charge |
|
|
Impairment |
|
|
At 31 March 2024 |
|
|
Carrying amount |
||
At 31 March 2024 |
|
|
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Tangible assets |
Group
Furniture, fittings and equipment |
Motor vehicles |
Plant and machinery |
Total |
|
Cost or valuation |
||||
Acquired through business combinations |
|
|
|
|
Additions |
|
- |
|
|
Disposals |
( |
( |
( |
( |
At 31 March 2024 |
|
|
|
|
Depreciation |
||||
Acquired through business combinations |
|
|
|
|
Charge for the period |
|
|
|
|
Eliminated on disposal |
( |
( |
( |
( |
At 31 March 2024 |
|
|
|
|
Carrying amount |
||||
At 31 March 2024 |
|
|
|
|
Investments |
Company
2024 |
|
Investments in subsidiaries |
|
Subsidiaries |
£ |
Cost or valuation |
|
Additions |
|
Provision |
|
Provision |
|
Carrying amount |
|
At 31 March 2024 |
|
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2024 |
||||
Subsidiary undertakings |
||||
|
28 Speed House, Barbican, London, EC2Y 8AT England and Wales |
|
|
|
|
28 Speed House, Barbican, London, EC2Y 8AT England and Wales |
|
|
|
|
28 Speed House, Barbican, London, EC2Y 8AT England and Wales |
|
|
|
|
170 Brand Street, Glasgow, G51 1DH, Scotland Scotland |
|
|
|
Subsidiary undertakings |
Nicol and Andrew Holdings Limited The principal activity of Nicol and Andrew Holdings Limited is |
Nicol and Andrew Limited* The principal activity of Nicol and Andrew Limited* is |
Hempstead and Johnson* The principal activity of Hempstead and Johnson* is |
Nicol and Andrew MSPE Limited* The principal activity of Nicol and Andrew MSPE Limited* is |
(*) denotes indirect shareholding
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Stocks |
Group |
Company |
|
2024 |
2024 |
|
Work in progress |
|
- |
Other inventories |
|
- |
|
- |
Group
Debtors |
Group |
Company |
||
Note |
2024 |
2024 |
|
Trade debtors |
|
- |
|
Amounts due from group undertakings |
- |
|
|
Other debtors |
|
|
|
Prepayments |
|
- |
|
|
|
Cash and cash equivalents |
Group |
Company |
|
2024 |
2024 |
|
Cash at bank |
|
|
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Creditors |
Group |
Company |
||
Note |
2024 |
2024 |
|
Due within one year |
|||
Loans and borrowings |
|
|
|
Trade creditors |
|
- |
|
Amounts due to group undertakings |
- |
|
|
Corporation tax |
41,500 |
- |
|
Social security and other taxes |
|
- |
|
Outstanding defined contribution pension costs |
|
- |
|
Other creditors |
|
|
|
Accrued expenses |
|
|
|
|
|
Loans and borrowings |
Group |
Company |
|
2024 |
2024 |
|
Current loans and borrowings |
||
Bank borrowings |
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
Share capital |
Allotted, called up and fully paid shares
31 March 2024 |
||
No. |
£ |
|
|
|
10.00 |
|
|
6.67 |
|
|
Business combinations |
On
Nicol and Andrew Holdings Limited and its subsidiaries contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
Fair value |
|
Assets and liabilities acquired |
||
Financial assets |
3,154,616 |
|
Stocks |
127,784 |
|
Tangible assets |
370,224 |
|
Financial liabilities |
(1,263,573) |
( |
Total identifiable assets |
2,389,051 |
|
Goodwill |
1,043,318 |
|
Total consideration |
3,432,369 |
3,432,369 |
Satisfied by: |
||
Cash |
2,409,500 |
|
Equity instruments |
833,000 |
|
Other |
189,869 |
|
Total consideration transferred |
3,432,369 |
|
|
Leviathan NewCo 3 Limited
Notes to the Financial Statements
Period from 3 October 2022 to 31 March 2024
The useful life of goodwill is
Group reconstruction
The names of the combining entities in the group reconstruction are Leviathan Newco 3 Limited, Nicol and Andrew Holdings Limited, Nicol and Andrew Limited, Nicol and Andrew MSPE Limited and Hempstead and Johnson. The combination was accounted for as an acquisition. The date of the combination was 6 June 2023.
Parent and ultimate parent undertaking |
The company's immediate parent is
Related party transactions |
The company has taken advantage of the exemption in FRS 102 "Related Party Disclosures" from disclosing transactions with other wholly owned members of the group.