Company registration number SC477816 (Scotland)
ARNLEA HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ARNLEA HOLDINGS LIMITED
COMPANY INFORMATION
Directors
J Lai
A Merritt
K Cockwill
Company number
SC477816
Registered office
Johnstone House
50-54 Rose Street
Aberdeen
United Kingdom
AB10 1UD
Independent auditor
Azets Audit Services
37 Albyn Place
Aberdeen
United Kingdom
AB10 1JB
Bankers
Bank of Scotland
48 Upperkirkgate
Aberdeen
United Kingdom
AB10 1BA
Solicitors
Addleshaw Goddard
1st Floor North
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU
ARNLEA HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Group statement of comprehensive income
6
Group balance sheet
7
Company balance sheet
8
Consolidated statement of changes in equity
9
Company statement of changes in equity
10
Notes to the financial statements
11 - 22
ARNLEA HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company and group continued to be the provision of mobile software applications for industrial field service maangement activities.
Future developments
The directors consider the group's prospects to be positive, given its successful transition to a SaaS delivery model and the positive feedback received for the latest release of its field service management application, Nexar.
Results and dividends
The results for the year are set out on page 6. No dividends were declared or paid in the year (2022: £Nil).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Lai
A Merritt
K Cockwill
A Powrie
(Resigned 30 November 2023)
A Pathak
(Resigned 22 June 2023)
Qualifying third party indemnity provisions
As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity position as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.
Going concern
The directors have considered the group's and company's prospects and those of its subsidiary investments having regard to prevailing market conditions, industry trends and adoption of digital technology products, the quality of its customer base, forecasts and budgets, and borrowing facilities. In addition, assurances have been obtained from a shareholder, NVM Private Equity LLP, that the £4.46m of loan stock payable will not be recalled for a period of at least 13 months from the date of approving the financial statements. This is to help enable the group and company to meet its financial commitments and liabilities as they fall due.
The directors have prepared cash flow information for the period at least twelve months from the date of the approval of these financial statements, including reasonable sensitivity analysis. This cash flow information indicates sufficient liquidity to finance the group for the next twelve months, dependent on the following:
• The directors have obtained assurances that repayment of loan stock held by NVM Private Equity LLP, amounting £4.46m as included in note 12, will not be demanded for a period of at least 13 months from the date of approval of these financial statements. The group does not have the required funds to repay the amount.
• The successful negotiation of a repayment plan for an other creditor amounting to £0.4m as at 31 December 2023 that is repayable within the forecast period. At the date of approval of these financial statements, no repayment plan has been set, however the directors are confident this will be achieved.
• The continued utilisation of HMRC Time-To-Pay Arrangements regarding historic unpaid PAYE liabilities.
At the date of approval of these financial statements, the directors are confident this will be achieved. Accordingly, the directors have adopted the going concern basis of accounting.
If the group and company was unable to continue to trade, adjustments would have to be made to reduce the asset values to their recoverable amount and to provide for any further liabilities that might arise.
ARNLEA HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Auditor
In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the group will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Small companies exemption
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report has been prepared in accordance with the provisions applicable to small companies within Part 15 of the Companies Act 2006.
On behalf of the board
Mr J S Lai
Director
4 April 2025
ARNLEA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ARNLEA HOLDINGS LIMITED
- 3 -
Opinion
We have audited the financial statements of Arnlea Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2023 and of the group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note 1.3 to the financial statements, which indicates that the group has £4.46m of investor loan stock held by NVM Private Equity LLP outstanding as at 31 December 2023. This was due for repayment in 2019. The group does not have the required funds to repay this, and the directors have obtained assurances in writing that repayment of the loan stock will not be demanded for a period of at least 13 months from the date of approval of these financial statements. These assurances though, are not legally binding. As stated in note 1.3, the directors have prepared projected cash flow information for the period at least twelve months from the date of the approval of these financial statements, including reasonable plausible downside scenarios. These cash flow forecasts provide sufficient liquidity to finance the company for the next twelve months, however, are dependent on a significant cost reduction programme which was implemented in 2023. The impact on future profitability is not yet certain at the date of signing these financial statements. The group holds a material other creditor of £0.4m as at 31 December 2023, which it is reasonable to assume requires repayment in the forecast period. The company does not have the required funds to repay this and there is no set repayment plan in place at the date of signing these financial statements. The group is utilising an HMRC Time-To-Pay Arrangements regarding unpaid historic PAYE liabilities. At the date of signing these financial statements it is anticipated HMRC will continue to offer this arrangement until all arrears have been paid, however should this not be the case, the company does not have the required funds to repay the full liability outstanding. These events or conditions, along with other matters as set out in note 1.3, indicate a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
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 identified a material uncertainty relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
ARNLEA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARNLEA HOLDINGS LIMITED
- 4 -
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year 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
In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
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; or
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
ARNLEA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARNLEA HOLDINGS LIMITED
- 5 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
David Booth (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
4 April 2025
Chartered Accountants
Statutory Auditor
37 Albyn Place
Aberdeen
United Kingdom
AB10 1JB
ARNLEA HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
Notes
£000
£ 000
Turnover
2,088
2,127
Cost of sales
(848)
(729)
Gross profit
1,240
1,398
Administrative expenses
(2,191)
(2,171)
Exceptional items
3
(181)
Operating loss
(1,132)
(773)
Interest payable and similar expenses
(256)
(362)
Loss before taxation
(1,388)
(1,135)
Tax on loss
40
68
Loss for the financial year
(1,348)
(1,067)
There were no recognised gains and losses for 2023 or 2022 other than those included in the Consolidated statement of comprehensive income.
All activities relate to continuing operations in the current and prior year.
The notes on pages 11 to 22 form part of these financial statements.
ARNLEA HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
£000
£000
£ 000
£ 000
Fixed assets
Intangible assets
6
1,981
2,381
Tangible assets
7
6
27
1,987
2,408
Current assets
Debtors
10
850
715
Cash at bank and in hand
3
22
853
737
Creditors: amounts falling due within one year
11
(2,502)
(4,062)
Net current liabilities
(1,649)
(3,325)
Total assets less current liabilities
338
(917)
Creditors: amounts falling due after more than one year
12
(4,594)
(4,684)
Provisions for liabilities
Deferred tax liability
82
130
(82)
(130)
Net liabilities
(4,338)
(5,731)
Capital and reserves
Called up share capital
13
10
10
Share premium account
1,507
1,507
Capital contribution reserve
2,741
Profit and loss reserves
(8,596)
(7,248)
Total equity
(4,338)
(5,731)
These financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 related to small companies.
The financial statements were approved by the board of directors and authorised for issue on 4 April 2025 and are signed on its behalf by:
04 April 2025
J Lai
Director
ARNLEA HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£000
£000
£ 000
£ 000
Fixed assets
Investments
8
2,495
2,495
Current assets
Debtors
10
366
410
Cash at bank and in hand
2
4
368
414
Creditors: amounts falling due within one year
11
(519)
(2,828)
Net current liabilities
(151)
(2,414)
Total assets less current liabilities
2,344
81
Creditors: amounts falling due after more than one year
12
(4,483)
(4,493)
Net liabilities
(2,139)
(4,412)
Capital and reserves
Called up share capital
13
10
10
Share premium account
1,507
1,507
Capital contribution reserve
2,741
Profit and loss reserves
(6,397)
(5,929)
Total equity
(2,139)
(4,412)
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £467,119 (2022 - £2,695,459 loss).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 4 April 2025 and are signed on its behalf by:
04 April 2025
J Lai
Director
Company registration number SC477816 (Scotland)
ARNLEA HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total
Note
£000
£000
£000
£000
£000
Balance at 1 January 2022
10
1,507
-
(6,181)
(4,664)
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
-
(1,067)
(1,067)
Balance at 31 December 2022
10
1,507
-
(7,248)
(5,731)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(1,348)
(1,348)
Capital contribution from a shareholder
11
-
-
2,741
-
2,741
Balance at 31 December 2023
10
1,507
2,741
(8,596)
(4,338)
ARNLEA HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total
Note
£000
£000
£000
£000
£000
Balance at 1 January 2022
10
1,507
-
(3,234)
(1,717)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(2,695)
(2,695)
Balance at 31 December 2022
10
1,507
-
(5,929)
(4,412)
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
(468)
(468)
Capital contribution from a shareholder
11
-
-
2,741
-
2,741
Balance at 31 December 2023
10
1,507
2,741
(6,397)
(2,139)
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information
Arnlea Holdings Limited ("the company") is a private limited company domiciled and incorporated in Scotland. The registered office is Johnstone House, 42-54 Rose Street, Aberdeen, A10 1UD.
The group consists of Arnlea Holdings Limited and all of its subsidiaries.
1.1
Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 2).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £000.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The following principal accounting policies have been applied:
1.2
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 31 December 2023. A subsidiary is an entity that is controlled by the parents. The results of subsidiary undertakings are included in the Consolidated statement of comprehensive income from the date that control commences until the date that control ceases. Control is established when the Company has the power to govern the operating and financial policies of the entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.
In the parent company financial statements, investments in subsidiaries are carried at cost less impairment.
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.3
Going concern
These financial statements are prepared on the going concern basis which assumes the group and company will continue to trade. The assumption is based upon consideration of the group's and company's prospects and those of its subsidiary investments having regard to prevailing market conditions, industry trends and the adoption of digital technology products, the resilience of its business model, the quality of its customer base, forecasts and budgets, and borrowing facilities.
The directors have prepared cash flow information for the period at least twelve months from the date of the approval of these financial statements, including reasonable sensitivity analysis and cost reductions implemented prior to the date of approval. This cash flow information indicates sufficient liquidity to finance the group for the next twelve months, depending on the following:
The directors have obtained assurances that repayment of loan stock held by NVM Private Equity LLP, amounting £4.46m as included in note 12, will not be demanded for a period of at least 13 months from the date of approval of these financial statements. The group does not have the required funds to repay the amount.
The successful negotiation of a repayment plan for an other creditor amounting to £0.4m as at 31 December 2023 that is repayable within the forecast period. At the date of approval of these financial statements, no repayment plan has been set, however the directors are confident this will be achieved.
The continued utilisation of HMRC Time-To-Pay Arrangements regarding historic unpaid PAYE liabilities.
At the date of approval of these financial statements, the directors are confident this will be achieved. Accordingly, the directors have adopted the going concern basis of accounting.
If the group and company was unable to continue to trade, adjustments would have to be made to reduce the asset values to their recoverable amount and to provide for any further liabilities that might arise.
1.4
Foreign currency translation
Transactions in foreign currencies are translated to the Group companies' functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at the foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the consolidated statement of comprehensive income.
1.5
Turnover
Turnover comprises revenue recognised by the group and company in respect of goods and services supplied, exclusive of value added tax and trade discount and after accounting for amounts recoverable on contracts.
Turnover from the sale of software products is recognised when the software product is installed and delivered to the customer. Turnover in respect of hardware products is recognised when the hardware is delivered to the customer. Turnover in respect of term software licenses is recognised over the license term on a straight-line basis. Turnover in respect of annual support sales is recognised over the period of the support provided on a straight-line basis. Where the outcome of a software development contract can be estimated reliably, turnover is recognised by reference to the stage of completion of the contract activity at the balance sheet date.
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.6
Operating leases: the Group as lessee
Payments (excluding costs for services and insurance) made under operating leases are recognised in the Statatement of comprehensive income on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in the Statement of comprehensive income over the term of the lease as an integral part of the total lease expense.
1.7
Interest income
Interest income is recognised in the Consolidated statement of comprehensive income using the effective interest method.
1.8
Finance costs
Finance costs are charged to the Statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
1.9
Pensions
Defined contribution plans an other long term employee benefits
A defined contribution plan is a post-employment benefit plan under which the group and the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pensions plans are recognised as an expense in the Statement of comprehensive income in the periods during which services are rendered by employees.
1.10
Taxation
Tax on the profit or loss for the year 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 directly in the equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries, associates, branch, joint ventures to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.
Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences between the amount at which an asset (other than goodwill) or liability is recognised in a business combination and the corresponding amount that can be deducted or assessed for tax. Goodwill is adjusted by the amount of such deferred tax.
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the Balance sheet date. Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets 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.
1.11
Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.
Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets.
The company assesses at each reporting date wheter tangible fixed assets are impaired.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
10% Straight Line
Fixtures and fittings
25% Straight Line
Office equipment
50% Straight Line
1.12
Intangible assets
Goodwill
Goodwill is stated at cost less any accumulated amortisation and accumulated impairment losses. Goodwill is allocated to cash-generating units or group of cash-generating units that are expected to benefit from the synergies of the business combination from which it arose.
Research and development
Expenditure on research activities is recognised in the Statement of Comprehensive Income as an expense as incurred.
Expenditure on development activities may be capitalised if the product or process is technically and commercially feasible and the group intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the group can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve design for, construction or testing of the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate portion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the Statement of comprehensive income as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses
Amortisation
The estimated useful lives range as follows:
Development costs
10% straight line
Goodwill
10% straight line
The group reviews the amortisation period and method when events and circumstances indicate the useful lives have changed since the last reporting date.
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.13
Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
1.14
Impairment of non-financial assets
The carrying amount of the group's non financial assets are reviewed each reporting period for events or changed in circumanstances that might indicate that the carrying amount of the assets may not be recoverable. If any such indication exists, the asset's recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in the Statement of comprehensive income unless it arises on a previously revalued asset. An impairment loss on a revalued asset is recognised in the Statement of comprehensive income if it is cause by a clear consumption of economic benefits. Impairment losses recognised in respect of income-generating units are allocated first to reduce the carrying amount of any goodwill allocated to income-generating units, then to any capitalised intangible asset and finally to the carrying amount of the tangible assets in the unit on a pro rata or more appropriate basis. An income generating unit is the smallest identifiable group of assets that generates income that is largely independent of the income streams from other assets or groups of assets.
Calculation of recoverable amount
The recoverable amount of assets is the greater of their net realisble value and value in use. In assesing the value in use, the expected future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the rate return expected on an equally risky investment. For an asset that does not generate largely independent income streams, the recoverable amount is determined for the income-generating unit to which the asset belongs.
Reversals of impairment
For assets where the recoverable amount increases as a result of a change in economic conditions or in the expected use of the asset then the resultant revsersal of the impairment loss is recognised in the current period.
An impairment loss is reversed oly to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
1.15
Provisions for liabilities
Provisions are made where an event has taken place that gives the group 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 profit or loss in the year that the group 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.
1.16
Grant funding
Government grants are accounted for under the accruals model as permitted by FRS102. Grants relating to expenditure on tangible fixed assets are credited to the Consolidated statement of comprehensive income at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.17
Non-derivative financial instrument
Trade and other debtors/creditors
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and deposits held at call with banks. Bank overdrafts are presented within Bank loans and overdrafts in current liabilities.
1.18
Derivative financial instruments
Forward contracts
The group uses forward contracts to manage its foreign currency exchange rate risk. Forward contracts are recognised and measured initially at fair value, Subsequent to initial recognition they are measured at fair value with any changes i the fair value recognised in the Statement of comprehensive income.
1.19
Exceptional items
The group classifies certain one-off charges or credits that have a material impact on the group's financial results as ‘exceptional items'. These are disclosed separately to provide further understanding of the financial performance of the group.
2
Judgements and key sources of estimation uncertainty
The directors, in the application of these accounting policies, have made certain judgements and estimates that may have significant effect on the financial statements.
Estimates are continually evaluated and are based on historical experience, forecast information and other external market information. The most significant estimates relate to those made by management in assessing the quantum of any impairment of investments in subsidiaries in the parent company financial statements, or any impairment of goodwill or intangible assets (development costs) in the consolidated financial statements. These estimates require the use of forecast results for future years, including the assessment of annual revenue growth, achievable margins and choice of discount rates. The judgements applied by management are informed by historical revenue growth and margin performance, market trends and opportunities, the nature of the group's and company's business model and those of its subsidiaries, and industry comparatives. These judgements also involve applying sensitivities to forecast results to assess potential outcomes under alternative scenarios. In the current year, there has been no impairment charge noted within investments in subsidiaries (2022 - £2,333k). There has been no impairment of goodwill or intangible assets in the Consolidated financial statements. The actual results achieved may differ from the forecasts, and this may result in changes in the assessment of the valuation of investment balances and goodwill and intangible assets in future years.
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
3
Exceptional item
2023
2022
£000
£000
Expenditure
Redundancy and related costs
166
-
Restructuring costs
15
-
181
-
Items which are either material and/or non-recurring as judged by management are presented as exceptional items through a separate caption in the statement of comprehensive income. The separate reporting of exceptional items helps provide a better indication of the underlying performance of the group.
4
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the group and company
15
15
Audit of the financial statements of the company's subsidiaries
28
28
43
43
For other services
Taxation compliance services
10
10
Other taxation services
8
7
All other non-audit services
3
-
21
17
5
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
23
23
5
5
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
6
Intangible fixed assets
Group
Goodwill
Development costs
Total
£000
£000
£000
Cost
At 1 January 2023
4,286
2,752
7,038
Additions
324
324
At 31 December 2023
4,286
3,076
7,362
Amortisation and impairment
At 1 January 2023
3,703
954
4,657
Amortisation charged for the year
429
295
724
At 31 December 2023
4,132
1,249
5,381
Carrying amount
At 31 December 2023
154
1,827
1,981
At 31 December 2022
583
1,798
2,381
7
Tangible fixed assets
Group
Leasehold improvements
Office equipment
Fixtures and fittings
Total
£000
£000
£000
£000
Cost
At 1 January 2023
21
166
17
204
Additions
4
4
At 31 December 2023
21
170
17
208
Depreciation and impairment
At 1 January 2023
18
142
17
177
Depreciation charged in the year
3
22
25
At 31 December 2023
21
164
17
202
Carrying amount
At 31 December 2023
6
6
At 31 December 2022
3
24
27
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
8
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£000
£000
£000
£000
Investments in subsidiaries
9
2,495
2,495
The directors of the company have undertaken a review of the Company's investment in group undertakings as at 31 December 2023. This has resulted in no impairment charge being recognised in the current year (2022 - £2,333,375).
Movements in fixed asset investments
Company
Shares in subsidiaries
£000
Cost or valuation
At 1 January 2023 and 31 December 2023
5,478
Impairment
At 1 January 2023 and 31 December 2023
(2,983)
Carrying amount
At 31 December 2023
2,495
At 31 December 2022
2,495
9
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Arnlea Systems Limited
Johnstone House, 50-54 Rose Street, Aberdeen, AB10 1UD
Industrial mobile software
Ordinary
100.00
Arnlea Nexus Limited
Johnstone House, 50-54 Rose Street, Aberdeen, AB10 1UD
Services to oil and gas industry
Ordinary
100.00
Arnlea Systems Inc
12848 Queensbury Lane, Suite 208, Houston, Texas 77024, USA
Industrial mobile software
Common Stock
100.00
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
10
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
703
386
Corporation tax recoverable
83
Amounts owed by group undertakings
-
-
339
406
Other debtors
-
46
Prepayments and accrued income
147
200
27
4
850
715
366
410
Amounts owed by group companies are not interest bearing and are repayable on demand.
11
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Accrued loan stock interest
2,500
2,500
Bank loans and overdrafts
51
29
10
10
Trade creditors
299
274
31
27
Other taxation and social security
242
189
129
90
Other creditors
482
376
Accruals and deferred income
1,428
694
349
201
2,502
4,062
519
2,828
By agreement dated 31 July 2023, NVM Private Equity LLP waived any requirement for the group and company to pay interest accrued up to that date in relation to the loan stock referred to at Note 12 and adjusted the interest payable thereafter to Nil%. The accrued interest waived at this date amounted to £2,740,731 and the accrued loan stock interest at the balance sheet date is therefore nil. The total amount waived of £2,470,731 has been recognised in a capital contribution reserve.
The balance of other creditors includes an amount of £376,434 that relates to a customer overpayment made in error.
12
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£000
£000
£000
£000
Other borrowings
4,460
4,460
4,460
4,460
Bank loans and overdrafts
69
99
23
33
Accruals and deferred income
65
125
4,594
4,684
4,483
4,493
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Creditors: amounts falling due after more than one year
(Continued)
- 21 -
The balance of Accruals and deferred income relates to a provision arising from a variation to the company's lease for its offices at Johnstone House, Aberdeen, which became effective on 25 April 2022. The provision will be released over the remaining term of the lease.
Other borrowings relate to the £4,460,000 secured variable rate loan stock 2019, due to NVM Private Equity LLP. The interest rate was the higher of (a) 8% per annum and (b) LIBOR plus 5% per annum until 31 July 2023. Accrued interest due on this loan was waived on 31 July 2023 and the interest rate payable thereafter adjusted to Nil%.
There is a bond and floating charge over the property or undertaking of the company with NVM Private Equity.
13
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of 10p each
49,000
49,000
5
5
'A' Ordinary shares of 10p each
45,237
45,237
5
5
'A1' Ordinary shares of 10p each
1,762
1,762
-
-
95,999
95,999
10
10
14
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Within one year
131
102
-
-
Between two and five years
296
395
-
-
427
497
-
-
ARNLEA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
15
Related party transactions
The group and company has taken advantage of the exemption which allows non-disclosure of transactions or balances with wholly owned subsidiaries which form part of its group.
A. Pathak, who held office as a director during the year and resigned in June 2023, is also a director of 4G Capital Limited. During the year, the group and company made purchases from 4G Capital Limited amounting to £20,855 (2022 - £28,467) undertaken on an arm's length basis. As at 31 December 2023, the group and company owed £2,760 (2022 - £5,588) to 4G Capital Limited.
During the year, the group and company made purchases from NVM Private Equity Limited, which manages the investment made by NVM Private Equity in the Company, amounting to £54,271 (2022 - £41,730). As at 31 December 2023, the group and company owed £Nil (2022 - £Nil) to NVM Private Equity Limited.
During the year, NVM Private Equity LLP waived any requirement for the group and company to pay interest accrued in relation to the loan stock referred to at Note 12 and adjusted the interest payable thereafter to Nil%. Accrued interest waived at 31 July 2023 amounted to £2,740,731.
A. Powrie, who held office as a director during the year, is connected to V. Ward-Powrie, a director of VJW Consultants Limited. During the year, the group made purchases from VJW Consultants Limited amounting to £51,884 (2022 - £62,688) undertaken on an arm's length basis. As at 31 December 2023, the amount due by the group to VJW Consultants Limited amounted to £4,102 (2022 - £6,581).
During the year, the group agreed to pay A. Powrie, who held office as a director during the year, compensation for loss of office, determined on an arm's length basis, amounting to £86,811 (2022 - £Nil). At 31 December 2023, the group owed £66,710 (2022 - £Nil) to A. Powrie.
Jeremy Lai, who held office as a director during the year, is connected to Timothy Lai, a director of N-Lai10 Ltd. During the year, the group made purchases from N-Lai10 Ltd amounting to £7,500 (2022 - £Nil) undertaken on an arm's length basis. At 31 December 2023, no amounts were due by the group to N-Lai10 Ltd.
During the year, Allan Merritt and Jeremy Lai, who held office as directors during the year, advanced funds to group entities amounting to £105,000 on an interest-free basis. These amounts are presented in other creditors (see note 11). Those funds, which were outstanding at year end, were repaid on 7 February 2024.
16
Controlling party
The group is controlled by its shareholders. There is no individual shareholder that holds more than 34% of the issued shared capital at 31 December 2023. There is no individual shareholder that holds more than 36% of the issued share capital at the date of approving the financial statements. Thus, no one party has ultimate control of the group and company.
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