Registered number:
For the Year Ended
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Warmflow Engineering Co. Limited
Company Information
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Warmflow Engineering Co. Limited
Contents
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Warmflow Engineering Co. Limited
Strategic Report
For the Year Ended 30 June 2024
The directors present their strategic report for the year ended 30 June 2024. The directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006.
The principal activities of the company continued to be the research and development and manufacture of domestic heating appliances.
The directors consider the results for the year, the financial position at the end of the year to be satisfactory and to have been achieved in a challenging operating environment.
The key business risk and uncertainties affecting the company are considered to relate to competition from both national and independent manufacturers, employee retention, product liability, the business impact of Brexit including the introduction of the Northern Ireland Protocol on the movement of goods into, out of, or through Northern Ireland and general economic conditions. Due to the company's reputation, standing and position in the market place, the directors are of the opinion that the risks and uncertainties facing the company can be adequately managed.
Financial risk management The company's operations expose it to a variety of financial risks that include the effects of changes in foreign exchange risk, credit risk, liquidity risk and interest rate risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs. Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board. Price risk The company is exposed to commodity price risk as a result of its operations. However, given the size of the company's operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature. The company has no exposure to equity securities price risk as it holds no listed or other equity investments. Foreign exchange risk While the greater part of the company's revenues and expenses are denominated in sterling, the company is exposed to some foreign exchange risk in the normal course of business, principally on sales in euros. The company keeps under review the option to use financial instruments to hedge foreign exchange exposure. Credit risk The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to individual customers is subject to a limit, which is reassessed regularly by the Board. Liquidity risk The company actively maintains the facilities for a mixture of long-term and short-term debt finance that is designed to ensure the company has sufficient available funds for operations and planned expansions.
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Warmflow Engineering Co. Limited
Strategic Report (continued)
For the Year Ended 30 June 2024
The directors consider turnover, gross profit percentage, net profit percentage, stock levels and cash position to be the key measures of financial performance. Turnover increased during the period to £20,216,005 (2023: £19,413,973), gross profit percentage decreased to 36.1% from 37.8% in the prior year, stock levels as at 30 June 2024 amounted to £5,441,465 (2023: £6,886,583) and cash at year end remained positive at £2,280,260 (2023: £579,201). The company continues to monitor these indicators on an annual and monthly basis.
This report was approved by the board on 25 October 2024 and signed on its behalf.
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Warmflow Engineering Co. Limited
Directors' Report
For the Year Ended 30 June 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
The profit for the year, after taxation, amounted to £1,017,187 (2023: £2,636,318).
Dividends of £259,261 (2023: £304,749) were paid during the year.
The directors who served during the year were:
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Warmflow Engineering Co. Limited
Directors' Report (continued)
For the Year Ended 30 June 2024
The company will continue to invest in research and development. The level of business in the current year was encouraging despite the difficulties in the marketplace and the directors expect that this level of activity will be sustained for the foreseeable future.
The company is strongly committed to research and development activities in order to secure and enhance its position in the market.
No events which affect the company since the year end.
The auditors, Sumer Auditco NI Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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Warmflow Engineering Co. Limited
Independent Auditors' Report to the Members of Warmflow Engineering Co. Limited
We have audited the financial statements of Warmflow Engineering Co. Limited (the 'Company') for the year ended 30 June 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, 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).
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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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Warmflow Engineering Co. Limited
Independent Auditors' Report to the Members of Warmflow Engineering Co. Limited (continued)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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Warmflow Engineering Co. Limited
Independent Auditors' Report to the Members of Warmflow Engineering Co. Limited (continued)
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 Auditors' 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:
We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which they operate, and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We considered the opportunities and incentives that may exist within the Company for fraud and identified the greatest potential for fraud in the following areas: management override of controls and fraud risk relating to revenue.
We designed audit procedures to respond to these risks, recognising that 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. Our audit procedures included: enquiries of management about their own identification and assessment of risks of irregularities, testing the design and implementation of controls relating to the risks, sample testing of journals posted during the year, revenue cut off testing and agreeing a sample of revenue items to dispatch documentation. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditors' Report.
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Warmflow Engineering Co. Limited
Independent Auditors' Report to the Members of Warmflow Engineering Co. Limited (continued)
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 Auditors' 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.
for and on behalf of
Statutory Auditor
Glendinning House
6 Murray Street
Antrim
BT1 6DN
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Warmflow Engineering Co. Limited
Statement of Comprehensive Income
For the Year Ended 30 June 2024
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Warmflow Engineering Co. Limited
Registered number: NI016292
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 29 form part of these financial statements.
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Warmflow Engineering Co. Limited
Statement of Changes in Equity
For the Year Ended 30 June 2024
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Warmflow Engineering Co. Limited
Statement of Cash Flows
For the Year Ended 30 June 2024
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Warmflow Engineering Co. Limited
Statement of Cash Flows (continued)
For the Year Ended 30 June 2024
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
Warmflow Engineering Co. Limited is a private company limited by shares incorporated in Northern Ireland within the United Kingdom. The registration number and address of the registered office are given in the company information section of these financial statements.
2.Accounting policies
The financial statements are presented in sterling, rounded to the nearest pound.
The company is itself a subsidiary company and is exempt from the requirement to prepare group accounts by virtue of Section 400 of the Companies Act 2006. The company and its subsidiary will be included in the consolidated accounts of a larger group called KVS Group (UK) Limited.
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Accounting policies (continued)
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. A full year of depreciation is charged in the year of acquisition of an asset.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Accounting policies (continued)
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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 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.
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Accounting policies (continued)
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all 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 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 Company's contractual obligations expire or are discharged or cancelled.
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Accounting policies (continued)
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Exchange gains and losses are recognised in the Statement of Comprehensive Income.
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Accounting policies (continued)
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet. The company provides warranty cover on a number of its inventory lines, for periods between one and five years. A provisional estimate of the cost of the warranty claims has been made in these financial statements.
Research expenditure is written off to the Profit and Loss Account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
(a) Critical judgements in applying the entity’s accounting policies: There are no critical judgements in applying the entity's accounting policies. (b) Key accounting estimates and assumptions: Due to the nature of the company’s activities, the Company provides warranty cover on a number of its inventory lines for periods between one and five years. A provisional estimate of the cost of the warranty claims has been made in these financial statements, and is reviewed annually against actual warranty costs. In making these estimates, the directors have drawn on their knowledge of the industry and prior experience with warranty estimates.
The Company has a strong, cash rich balance sheet with low levels of debt. At the date of this report, the directors are confident that the company can continue to demonstrate its resilience and navigate these challenging times successfully. The directors have prepared budgets and cash flow forecasts. As a result, the directors continue to prepare the financial statements on a going concern basis as they are satisfied that the company has the ability to meet its liabilities as and when they fall due for a period not less than 12 months from this report.
The whole of the turnover is attributable to the principal activity of the business.
The directors have chosen not to disclose turnover per geographical location as it would seriously prejudice the Company's interest.
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
12.Taxation (continued)
There were no factors that may affect future tax charges.
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
Capital redemption reserve
Profit and loss account
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £100,504 (2023: £74,569). Contributions totalling £15,578 (2023: £15,507) were payable to the fund at the balance sheet date and are included in creditors.
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Warmflow Engineering Co. Limited
Notes to the Financial Statements
For the Year Ended 30 June 2024
Warmflow Engineering Co. Limited is a subsidiary of its parent undertaking KVS Group (UK) Limited. KVS Group (UK) Limited is a company incorporated in Northern Ireland (NI046773) and is the parent entity of the largest and smallest group of which the company is a member and for which consolidated group financial statements are prepared. Copies of the group financial statements are available from Lissue Industrial Estate, Moira Road, Lisburn, County Antrim, BT28 2RF. The Ultimate Controlling party is Mr James Kenneth Cousins.
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