Company Registration No. 06285982 (England and Wales)
UTOPIA BATHROOM GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
UTOPIA BATHROOM GROUP LIMITED
COMPANY INFORMATION
Directors
Mr I Hall
Mr D Conn
Company number
06285982
Registered office
Utopia House
Springvale Business Park
Springvale Avenue
Bilston
West Midlands
WV14 0QL
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
UTOPIA BATHROOM GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 20
UTOPIA BATHROOM GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
- 1 -
The directors present the strategic report for the year ended 31 December 2020.
Fair review of the business
During the year, the company sold its investment in Utopia Group Limited and its subsidiaries to Utopia Capital Investments Limited (formerly Halcon Properties Limited), a related party under common control.
Following the disposal of Utopia Group Limited and its subsidiaries in May 2020, the company has ceased to trade and, in the opinion of the directors, is no longer a going concern. Therefore, these financial statements have been drawn up on a break-up basis whereby assets and liabilities are measured at the amounts expected to be realised on liquidation of the company.
Principal risks and uncertainties
The directors have not disclosed the company's financial risk management objectives and policies, nor the company's exposure to price risk, credit risk, liquidity risk and cash flow risk, as given the current status of the company, such information is not considered material for the assessment of the company's assets, liabilities and financial position at the end of the financial period.
Key performance indicators
The company is reporting a loss for the year of £2340k (2019: £20,869k as a result of costs arising in relation to the disposal of subsidiaries.
At the year end, the company had net liabilities of £8,753k (2019: £8,755k).
Mr I Hall
Director
29 July 2021
UTOPIA BATHROOM GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2020.
Principal activities
The principal activity of the company was that of a holding company.
During the year, Utopia Group Limited and its subsidiaries were sold to Utopia Capital Investments Limited (formerly Halcon Properties Limited).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr I Hall
Mr D Conn
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Future Developments
The company is expected to be dormant in future.
Going concern
Following the disposal of Utopia Group Limited and its subsidiaries in May 2020, the company has ceased to trade and, in the opinion of the directors, is no longer a going concern. Therefore, these financial statements have been drawn up on a break-up basis whereby assets and liabilities are measured at the amounts expected to be realised on liquidation of the company.
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 company and of the profit or loss of the company 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 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 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.
UTOPIA BATHROOM GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 3 -
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 company’s auditor 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 company’s auditor is aware of that information.
Auditor
The auditor, Ormerod Rutter Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
On behalf of the board
Mr I Hall
Director
29 July 2021
UTOPIA BATHROOM GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UTOPIA BATHROOM GROUP LIMITED
- 4 -
Opinion
We have audited the financial statements of Utopia Bathroom Group Limited (the 'company') for the year ended 31 December 2020 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows 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 FRS 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 company's affairs as at 31 December 2020 and of its 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 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.
We draw attention to note 1.2 of the financial statements, which states that these financial statements have been prepared on a break-up basis, rather than a going concern basis. Our opinion is not modified in this respect.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of
a
break-up basis, rather than the
going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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 strategic report and the directors' r
eport 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.
UTOPIA BATHROOM GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UTOPIA BATHROOM GROUP LIMITED
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the directors'
r
eport
.
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, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors' remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors'
r
esponsibilities
s
tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below
.
Based on our understanding of the company, we identified the principal risks of non-compliance with laws and regulations including those that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, and the extent to which non-compliance might have a material effect on the financial statements.
Audit procedures performed included discussions with management, testing of journals, designing and performing audit procedures and challenging assumptions and judgements made by management in relation to accounting estimates.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities 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.
UTOPIA BATHROOM GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UTOPIA BATHROOM GROUP LIMITED
- 6 -
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.
Colm McGrory FCA (Senior Statutory Auditor)
For and on behalf of Ormerod Rutter Limited
29 July 2021
Chartered Accountants
Statutory Auditor
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
UTOPIA BATHROOM GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020
- 7 -
2020
2019
Notes
£
£
Administrative expenses
(19)
Exceptional items
3
(62,606)
Operating loss
(62,625)
Interest payable and similar expenses
5
(177,229)
Amounts written off investments
6
(20,868,506)
Loss before taxation
(239,854)
(20,868,506)
Tax on loss
7
Loss for the financial year
(239,854)
(20,868,506)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
UTOPIA BATHROOM GROUP LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2020
31 December 2020
- 8 -
2020
2019
Notes
£
£
£
£
Fixed assets
Investments
9
1,384,061
Current assets
Cash at bank and in hand
2,118
159
Creditors: amounts falling due within one year
11
(8,755,205)
(8,755,203)
Net current liabilities
(8,753,087)
(8,755,044)
Total assets less current liabilities
(8,753,087)
(7,370,983)
Creditors: amounts falling due after more than one year
12
(1,142,250)
Net liabilities
(8,753,087)
(8,513,233)
Capital and reserves
Called up share capital
14
24,534,542
24,534,542
Share premium account
15
1,704,532
1,704,532
Profit and loss reserves
(34,992,161)
(34,752,307)
Total equity
(8,753,087)
(8,513,233)
The financial statements were approved by the board of directors and authorised for issue on 29 July 2021 and are signed on its behalf by:
Mr I Hall
Director
Company Registration No. 06285982
UTOPIA BATHROOM GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
- 9 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2019
24,534,542
1,704,532
(13,883,801)
12,355,273
Year ended 31 December 2019:
Loss and total comprehensive income for the year
-
-
(20,868,506)
(20,868,506)
Balance at 31 December 2019
24,534,542
1,704,532
(34,752,307)
(8,513,233)
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
-
(239,854)
(239,854)
Balance at 31 December 2020
24,534,542
1,704,532
(34,992,161)
(8,753,087)
UTOPIA BATHROOM GROUP LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2020
- 10 -
2020
2019
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
18
(62,623)
(1)
Investing activities
Proceeds on disposal of subsidiaries
64,582
-
Net cash generated from/(used in) investing activities
64,582
-
Net increase/(decrease) in cash and cash equivalents
1,959
(1)
Cash and cash equivalents at beginning of year
159
160
Cash and cash equivalents at end of year
2,118
159
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
- 11 -
1
Accounting policies
Company information
Utopia Bathroom Group Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Utopia House, Springvale Business Park, Springvale Avenue, Bilston, West Midlands, United Kingdom, WV14 0QL.
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.
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 freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
Following the disposal of Utopia Group Limited and its subsidiaries in May 2020, the company has ceased to trade and, in the opinion of the directors, is no longer a going concern. Therefore, these financial statements have been drawn up on a break-up basis whereby assets and liabilities are measured at the amounts expected to be realised on liquidation of the company.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.4
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 12 -
1.5
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
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method 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.
Financial assets classified as receivable within one year are not amortised.
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 publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts,
are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
s
ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as
being measured at
fair value th
r
ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.8
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
in the period
are included in profit or loss.
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
- 14 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Exceptional items
2020
2019
£
£
Costs associated with disposal of Utopia Group Limited
(62,606)
-
(62,606)
-
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2020
2019
Number
Number
Total
5
Interest payable and similar expenses
2020
2019
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
177,229
6
Amounts written off investments
2020
2019
£
£
Other gains and losses
-
(20,868,506)
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 15 -
7
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2020
2019
£
£
Loss before taxation
(239,854)
(20,868,506)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2019: 19.00%)
(45,572)
(3,965,016)
Tax effect of expenses that are not deductible in determining taxable profit
11,895
Unutilised tax losses carried forward
33,677
Losses on discontinued operations not recognised
3,965,016
Taxation charge for the year
-
-
At the year end, there were unrecognised deferred tax assets of £3,998,693 (2019: of £3,965,016) in respect of unutilised tax losses. The deferred tax assets have not been recognised in the financial statements as it unlikely that future profits will be sufficient for the utilisation of such losses.
8
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2020
2019
Notes
£
£
In respect of:
Fixed asset investments
9
-
20,868,506
Recognised in:
Amounts written off investments
-
20,868,506
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 16 -
9
Fixed asset investments
2020
2019
Notes
£
£
Investments in subsidiaries
10
1,384,061
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2020
22,252,567
Disposals
(22,252,567)
At 31 December 2020
-
Impairment
At 1 January 2020
20,868,506
Disposals
(20,868,506)
At 31 December 2020
-
Carrying amount
At 31 December 2020
-
At 31 December 2019
1,384,061
During the year, the company sold its investments in subsidiaries to Utopia Capital Investments Limited (formerly Halcon Properties Limited), a related party, for consideration of £1,384,061. Cash consideration of £64,582 was received, with the remainder of the consideration being in the form of settlement of loan liabilities and accrued interest balances due to Utopia Capital Investments Limited.
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 17 -
10
Subsidiaries
During the year, the company disposed of the following subsidiaries:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Barrhead International Limited
2
Ordinary A Shares
0
100.00
Barrhead International Limited
2
Ordinary C Shares
0
100.00
Barrhead Sanitary Ware Limited
2
Ordinary non-voting shares
0
79.99
Barrhead Sanitary Ware Limited
2
Ordinary voting shares
0
99.93
Barrhead Sanitary Ware Limited
2
Redeemable Preference Shares
0
100.00
Dominion Plumbing Supplies Limited
1
Ordinary Shares
0
100.00
Kidsville Limited
1
Ordinary Shares
0
100.00
Leben Bathrooms Limited
1
Ordinary A Shares
0
100.00
Leben Bedrooms Limited
1
Ordinary A Shares
0
100.00
Leben Kitchens Limited
1
Ordinary A Shares
0
100.00
Utopia Bathrooms Limited
1
Ordinary Shares
0
100.00
Utopia Furniture Limited
1
Ordinary A Shares
0
100.00
Utopia Group Limited
1
Ordinary Shares
100.00
0
Utopia Limited
1
Ordinary A Shares
0
100.00
Registered office addresses (all UK unless otherwise indicated):
1
Utopia House, Springvale Avenue, Springvale Business Park, Bilston, West Midlands, WV14 0QL, England
2
Wright, Johnston & Mackenzie LLP, 302 St. Vincent Street, Glasgow, G2 5RZ, Scotland
At the year end, the company had no remaining subsidiaries.
11
Creditors: amounts falling due within one year
2020
2019
£
£
Amounts owed to group undertakings
8,755,011
Other creditors
8,755,011
Accruals and deferred income
194
192
8,755,205
8,755,203
12
Creditors: amounts falling due after more than one year
2020
2019
Notes
£
£
Other borrowings
13
1,142,250
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 18 -
13
Loans and overdrafts
2020
2019
£
£
Other loans
1,142,250
Payable after one year
1,142,250
Included in other loans are amounts due to Utopia Capital Investments Limited (formerly Halcon Properties Ltd) of £nil (2019 - £1,142,250), which are secured by first fixed and floating charges over the company's assets and undertakings.
14
Share capital
2020
2019
2020
2019
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of £1 each
247,500
247,500
247,500
247,500
Ordinary B Shares of £1 each
176,000
176,000
176,000
176,000
Ordinary C Shares of 1p each
126,500
126,500
1,265
1,265
Ordinary D Shares of £1 each
16,859,777
16,859,777
16,859,777
16,859,777
Preferred ordinary shares of £1 each
7,250,000
7,250,000
7,250,000
7,250,000
24,659,777
24,659,777
24,534,542
24,534,542
On return of capital on winding up but not otherwise, the assets of the company available for distribution to the holders of the ordinary A shares, ordinary B shares, ordinary C shares, ordinary D shares and preferred ordinary shares shall be applied:
(a) First, in redeeming at nominal value all of the preferred ordinary shares;
(b) Second, in paying to the holders of the preferred ordinary shares (pari passu as A class) a distribution in the sum of £50,000;
(c) Third, in paying to the ordinary A shareholders a sum equal to any arrears or accruals of the dividends on the ordinary A shares calculated to the date of the return of capital;
(d) Fourth, in paying to the ordinary A shareholders a sum equal to the subscription price for each share;
(e) Fifth, in paying to the ordinary B shareholders a sum equal to the subscription price for each such share rateably amongst them;
(f) Sixth, the balance of such sum up to £80,000,000 shall be distributed amongst the ordinary A shareholders, and ordinary B shareholders (pari passu as if the same constituted one class of share);
(g) Seventh, in paying to the ordinary D shareholders the sum of £1 per share;
(h) Eighth, the balance of such assets shall be distributed amongst the ordinary A shareholders, ordinary B shareholders and ordinary C shareholders (pari passu as if the same constituted one class of share).
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 19 -
15
Share premium account
A share premium reserve was created on the refinancing of the business in July 2009.
16
Related party transactions
Utopia Capital Investments Limited (formerly Halcon Properties Limited)
Utopia Capital Investments Limited is a company under common control. During the year, loan interest of £177,229 was charged by Utopia Capital Investments Limited. On 6 May 2020, the company sold its shares in Utopia Group Limited to Utopia Capital Investments Limited for consideration of £1,384,061.
Utopia Furniture Limited
Utopia Furniture Limited is a company under common control. During the year, the company waived loans due from Utopia Furniture Limited of £32,154. At the year end, the company owed loans to Utopia Furniture Limited of £4,366,010, which is included within other creditors.
Utopia Group Limited
Utopia Group Limited is a company under common control. At the year end, the company owed loans to Utopia Group Limited of £4,390,000, which is included within other creditors.
2020
2019
Amounts due to related parties
£
£
Amount due to related party entities under common control at the balance sheet date
8,753,087
1,142,250
17
Ultimate controlling party
No shareholder owns more than 50% of the share capital and therefore the directors are of opinion that there is no ultimate controlling party.
18
Cash absorbed by operations
2020
2019
£
£
Loss for the year after tax
(239,854)
(20,868,506)
Adjustments for:
Finance costs
177,229
Other gains and losses
-
20,868,506
Movements in working capital:
Increase/(decrease) in creditors
2
(1)
Cash absorbed by operations
(62,623)
(1)
UTOPIA BATHROOM GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 20 -
19
Analysis of changes in net funds/(debt)
1 January 2020
Cash flows
Acquisitions and disposals
31 December 2020
£
£
£
£
Cash at bank and in hand
159
(62,623)
64,582
2,118
Borrowings excluding overdrafts
(1,142,250)
-
1,142,250
-
(1,142,091)
(62,623)
1,206,832
2,118
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