Company Registration No. 03522780 (England and Wales)
SPIRE GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018
SPIRE GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
SPIRE GROUP LIMITED
BALANCE SHEET
AS AT
31 MARCH 2018
31 March 2018
- 1 -
2018
2017
Notes
£
£
£
£
Fixed assets
Tangible assets
4
7,498
-
Investment properties
7
7,301,647
7,301,647
Investments
5
1,859,250
1,859,250
9,168,395
9,160,897
Current assets
Debtors
8
866,403
866,992
Investments
3,268,164
3,250,119
Cash at bank and in hand
2,316,307
3,468,922
6,450,874
7,586,033
Creditors: amounts falling due within one year
9
(4,484,108)
(6,243,276)
Net current assets
1,966,766
1,342,757
Total assets less current liabilities
11,135,161
10,503,654
Provisions for liabilities
11
(80,000)
(49,723)
Net assets
11,055,161
10,453,931
Capital and reserves
Called up share capital
12
11
11
Share premium account
5,031,345
5,031,345
Profit and loss reserves
6,023,805
5,422,575
Total equity
11,055,161
10,453,931
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
These financial statements are signed in order to comply with the requirements of the Companies Act, without personal verification.
The financial statements were approved by the board of directors and authorised for issue on 26 November 2018 and are signed on its behalf by:
Mr G L Brown
Director
Company Registration No. 03522780
SPIRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018
- 2 -
1
Accounting policies
Company information
Spire Group Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Unit 19 Empire Close, Empire Industrial Park, Aldridge, Walsall, West Midlands, WS9 8UQ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Turnover
Turnover represents amounts receivable for goods and services net of VAT and trade discounts.
1.3
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
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:
Plant and machinery
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
1.4
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is measured using the fair value model and stated at its fair value as the reporting end date.
1.5
Investments
Investments are stated at market value at the balance sheet date and the difference between cost and market value is taken to the profit and loss account.
1.6
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
SPIRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2018
1
Accounting policies
(Continued)
- 3 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.7
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks
and
other short-term liquid investments with original maturities of
twelve
months or less
.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's
balance sheet
when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Short term trade debtors are measured at transaction price, less any impairment. Loans receivable are
measured initially at fair value, net of transaction costs, and are measured subsequently at cost, less any impairment.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publically traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Basic financial liabilities
Short term trade creditors are measured at transaction price. Other financial liabilities
are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised
cost
.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
SPIRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2018
1
Accounting policies
(Continued)
- 4 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense
.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
1.11
Retirement benefits
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.
1.12
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 7 (2017 - 7).
SPIRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2018
- 5 -
3
Taxation
2018
2017
£
£
Current tax
UK corporation tax on profits for the current period
120,497
160,647
Deferred tax
Origination and reversal of timing differences
30,277
42,214
Total tax charge
150,774
202,861
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2017
1,630
Additions
7,498
At 31 March 2018
9,128
Depreciation and impairment
At 1 April 2017 and 31 March 2018
1,630
Carrying amount
At 31 March 2018
7,498
At 31 March 2017
-
5
Fixed asset investments
2018
2017
£
£
Investments
1,859,250
1,859,250
SPIRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2018
5
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Shares in group undertakings
Other
Total
£
£
£
Cost or valuation
At 1 April 2017
1,859,250
-
1,859,250
Additions
-
30,013
30,013
At 31 March 2018
1,859,250
30,013
1,889,263
Impairment
At 1 April 2017
-
-
-
Impairment losses
-
30,013
30,013
At 31 March 2018
-
30,013
30,013
Carrying amount
At 31 March 2018
1,859,250
-
1,859,250
At 31 March 2017
1,859,250
-
1,859,250
6
Subsidiaries
Details of the company's subsidiaries at 31 March 2018 are as follows:
Nature of
Class of
% Held
Name of undertaking
Registered office
business
shares held
Direct
Indirect
Powerstream Services Limited
Unit 19 Empire Close, Empire Industrial Park, Aldridge, Walsall, WS9 8UQ
Premises letting
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
Powerstream Services Limited
62,963
1,708,343
SPIRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2018
- 7 -
7
Investment property
2018
£
Cost
At 1 April 2017 and 31 March 2018
7,301,647
In the opinion of the Directors, the cost of investment properties is not materially different to the market value.
8
Debtors
2018
2017
Amounts falling due within one year:
£
£
Trade debtors
15,580
9,398
Amounts owed by group undertakings
101,723
111,050
Other debtors
749,100
746,544
866,403
866,992
9
Creditors: amounts falling due within one year
2018
2017
£
£
Trade creditors
6,204
3,367
Amounts due to related parties
4,254,673
5,958,322
Corporation tax
48,497
110,087
Other taxation and social security
68,228
57,275
Other creditors
106,506
114,225
4,484,108
6,243,276
10
Provisions for liabilities
2018
2017
£
£
Deferred tax liabilities
11
80,000
49,723
SPIRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2018
- 8 -
11
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2018
2017
Balances:
£
£
Unrealised gains
80,000
49,723
2018
Movements in the year:
£
Liability at 1 April 2017
49,723
Charge to profit or loss
30,277
Liability at 31 March 2018
80,000
12
Called up share capital
2018
2017
£
£
Ordinary share capital
Issued and fully paid
112,004 Ordinary shares of 0.01p each
11
11
11
11
13
Audit report information
As the income statement has been omitted from the filing copy of the financial statements the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was David Webb FCA.
The auditor was Edwards.
14
Financial commitments, guarantees and contingent liabilities
Spire Group Limited is party to a cross guarantee securing overdraft facilities up to £1,200,000 for certain members of the Spire Manufacturing Group of which £Nil was utilised as at 31 March 2018 (2017 - £Nil).
SPIRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2018
- 9 -
15
Related party transactions
The company has taken advantage of the exemption conferred within FRS102 section 33.1A not to disclose transactions between wholly owned members of the same group.
Mr G L Brown, director, is also director of Spire Manufacturing Limited ("SML"), Spire Homewares Limited ("SHL") and 77 GLB Limited ("77GLB").
During the year the company charged management fees of £6,000 (2017 - £6,000) to SML and at 31 March 2018 included in other creditors is a balance of £3,000,000 (2017 - £3,000,000) due to the SML from the company and included in debtors is a balance of £742,413 (2017 - £742,413) due to the company from SML.
During the year the company charged management fees of £99,917 (2017 - £107,767) to SHL and at 31 March 2018 included in other creditors is a balance of £48,556 (2017 - £28,430) due to the company from SML.
During the year the company charged management fees of £24,000 (2017 - £24,000) to 77GLB and at 31 March 2018 included in creditors is a balance of £1,205,860 (2017 - £2,929,860) due to the company from 77GLB.
16
Ultimate controlling party
The ultimate parent company is
Spire Property Investments Limited,
a company registered in England and Wales.
In the opinion of the directors, there is no single controlling party in the ultimate parent company
.