Company Registration No. 08850452 (England and Wales)
MORALIS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
LB GROUP
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
MORALIS GROUP LIMITED
COMPANY INFORMATION
Directors
Mr G M Hobson
Mr G D Thompson
Mr D W Thompson
Mr S Motala
Company number
08850452
Registered office
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
Auditor
LB Group Limited (Chelmsford)
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
MORALIS GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Company balance sheet
11
Group balance sheet
12
Company statement of changes in equity
13
Group statement of changes in equity
14
Company statement of cash flows
15
Group statement of cash flows
16
Notes to the financial statements
17 - 39
MORALIS GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2020
- 1 -
The directors present the strategic report for the year ended 31 March 2020.
S172 Statement
During the year, the Directors have acted to promote the success of the Company for the benefit of its members.
Throughout the year, while discharging their duties section 172(1) requires a Director to have regard to, among other matters, the;
■ Likely long-term consequences
■ Interests of the Company’s employees
■ Business relationships with suppliers and customers
■ Impact on the community and environment
■ Reputation for high standards of business conduct
■ Acting fairly between members of the company
The nature of our Group encompasses various industries and entails constant communication with industry leaders, government, suppliers, customers, employees and communities.
To enable the continued success of the Moralis Group the Directors value the points shown above as imperative for future growth of our businesses and as such will continue to strive to reach the highest standards in each sector.
This can only be achieved by constantly evolving and adapting to the requirements of all stakeholders focusing on the environment and the ways in which we as a company can contribute to making the world a better place.
MORALIS GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 2 -
Fair review of the business
The directors aim to provide a balanced and comprehensive review of the development and performance of the business during the period and its position at the period end. The review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties faced.
BUSINESS REVIEW
The directors consider that the key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, operating profit and profit on ordinary activities before taxation. The figures are disclosed below:
Turnover £43,935,878 (2019: £43,774,370)
Operating profit £3,483,969 (2019: £3,259,424)
Profit on ordinary activities before taxation £3,352,728 (2019: £3,585,293)
The directors are satisfied with the group’s financial position at the year end and are pleased that the group achieved a profit for the year on its trading activities.
The group’s capital and reserves have increased by £2,693,727 to £50,162,919.
RISKS AND UNCERTAINTIES
As for many businesses of this size, the business environment in which the group operates continues to be challenging. The group faces competition in its markets, and is of course subject to consumer and commercial spending patterns and the overall level of disposable income within the economy.
In addition to the above the impact of Covid-19 and Brexit are a risk to the group. The directors are continuously monitoring the situation and positioning the business so that it can continue to thrive in the future.
Mr D W Thompson
Director
19 October 2020
MORALIS GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2020
- 3 -
The directors present their annual report and financial statements for the year ended 31 March 2020.
Principal activities
The principal activity of the company continued to be that of a holding company, whilst those of the group continued to comprise the following: real estate, storage facilities, waste management, forwarding agents, and haulage logistics.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr G M Hobson
Mr G D Thompson
Mr D W Thompson
Mr S Motala
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £27,234. The directors do not recommend payment of a further dividend.
Financial instruments
The group operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the group’s activities.
The group’s principal financial instruments include derivative financial instruments, the purpose of which is to manage currency risks and interest rate risks arising from the group’s activities, and bank overdrafts, loans and corporate bonds, the main purpose of which is to raise finance for the group’s operations. In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. Derivative transactions which the group enters into principally comprise forward exchange contracts. In accordance with group’s treasury policy, derivative instruments are not entered into for speculative purposes.
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.
The group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
MORALIS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 4 -
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
Auditor
In accordance with the company's articles, a resolution proposing that LB Group Limited (Chelmsford) be reappointed as auditor of the group will be put at a General Meeting.
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.
On behalf of the board
Mr D W Thompson
Director
19 October 2020
MORALIS GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2020
- 5 -
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;
-
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
-
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and 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.
MORALIS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MORALIS GROUP LIMITED
- 6 -
Opinion
We have audited the
financial statements of Moralis Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2020 which comprise the group profit and loss account, 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, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 group's and the parent company's affairs as at 31 March 2020 and of the group's profit 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.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
-
the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
-
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the
group's or the parent
company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue
.
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
MORALIS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MORALIS GROUP LIMITED
- 7 -
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the
group and the parent
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 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.
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
group's and the parent
company
'
s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the
group or the parent
company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities
.
This description forms part of our auditor’s report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
MORALIS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MORALIS GROUP LIMITED
- 8 -
Stuart Sheldrick (Senior Statutory Auditor)
for and on behalf of LB Group Limited (Chelmsford)
19 October 2020
Chartered Accountants
Statutory Auditor
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
MORALIS GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2020
- 9 -
Continuing
Discontinued
31 March
Continuing
Discontinued
31 March
operations
operations
2020
operations
operations
2019
Notes
£
£
£
£
£
£
Turnover
3
43,935,878
-
43,935,878
43,774,370
-
43,774,370
Cost of sales
(34,129,018)
-
(34,129,018)
(33,773,158)
-
(33,773,158)
Gross profit
9,806,860
-
9,806,860
10,001,212
-
10,001,212
Administrative expenses
(6,354,747)
-
(6,354,747)
(6,741,788)
-
(6,741,788)
Other operating income
67,281
-
67,281
-
-
-
Exceptional item
4
(35,425)
-
(35,425)
-
-
-
Operating profit
5
3,483,969
-
3,483,969
3,259,424
-
3,259,424
Interest receivable and similar income
9
5,772
-
5,772
7,064
-
7,064
Interest payable and similar expenses
10
(1,036,783)
-
(1,036,783)
(763,373)
-
(763,373)
Fair value adjustment of investment property
11
899,770
-
899,770
1,082,178
-
1,082,178
Profit before taxation
3,352,728
-
3,352,728
3,585,293
-
3,585,293
Tax on profit
12
(631,767)
-
(631,767)
(758,540)
-
(758,540)
Profit for the financial year
2,720,961
-
2,720,961
2,826,753
-
2,826,753
Profit for the financial year is all attributable to the owners of the parent company.
MORALIS GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2020
- 10 -
2020
2019
£
£
Profit for the year
2,720,961
2,826,753
Other comprehensive income
-
-
Total comprehensive income for the year
2,720,961
2,826,753
Total comprehensive income for the year is all attributable to the owners of the parent company.
MORALIS GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2020
31 March 2020
- 11 -
2020
2019
Notes
£
£
£
£
Fixed assets
Investments
18
18,885,394
18,597,293
Current assets
Debtors
20
60,353
-
Cash at bank and in hand
2,089
-
62,442
-
Creditors: amounts falling due within one year
21
(1,116,191)
(1,865,133)
Net current liabilities
(1,053,749)
(1,865,133)
Total assets less current liabilities
17,831,645
16,732,160
Creditors: amounts falling due after more than one year
22
(1,100,000)
-
Net assets
16,731,645
16,732,160
Capital and reserves
Called up share capital
28
86,436
86,436
Share premium account
27
15,510,857
15,510,857
Shares held in treasury
29
(650,000)
(650,000)
Profit and loss reserves
1,784,352
1,784,867
Total equity
16,731,645
16,732,160
As permitted by s408 Companies Act 2006, the
c
ompany has not presented its own profit and loss account and related notes. The
c
ompany’s profit for the year was £26,720 (2019 - £78,971 profit).
The financial statements were approved by the board of directors and authorised for issue on 19 October 2020 and are signed on its behalf by:
19 October 2020
Mr D W Thompson
Director
Company Registration No. 08850452
MORALIS GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2020
31 March 2020
- 12 -
2020
2019
Notes
£
£
£
£
Fixed assets
Goodwill
14
734,599
1,007,728
Tangible assets
15
41,824,756
29,778,528
Investment properties
17
28,131,558
24,661,823
Investments
18
231
1
70,691,144
55,448,080
Current assets
Stocks
19
2,288,912
1,804,797
Debtors
20
12,687,796
19,867,078
Cash at bank and in hand
4,031,690
3,998,605
19,008,398
25,670,480
Creditors: amounts falling due within one year
21
(13,564,644)
(12,912,460)
Net current assets
5,443,754
12,758,020
Total assets less current liabilities
76,134,898
68,206,100
Creditors: amounts falling due after more than one year
22
(23,520,679)
(18,473,908)
Provisions for liabilities
25
(2,451,300)
(2,263,000)
Net assets
50,162,919
47,469,192
Capital and reserves
Called up share capital
28
86,436
86,436
Share premium account
27
60,940
60,940
Other reserves
29
(3,633,361)
(3,633,361)
Profit and loss reserves
53,648,904
50,955,177
Total equity
50,162,919
47,469,192
The financial statements were approved by the board of directors and authorised for issue on 19 October 2020 and are signed on its behalf by:
19 October 2020
Mr D W Thompson
Director
MORALIS GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2020
- 13 -
Share capital
Share premium account
Own shares
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2018
86,436
15,510,857
(650,000)
1,733,510
16,680,803
Year ended 31 March 2019:
Profit and total comprehensive income for the year
-
-
-
78,972
78,972
Dividends
13
-
-
-
(27,615)
(27,615)
Balance at 31 March 2019
86,436
15,510,857
(650,000)
1,784,867
16,732,160
Year ended 31 March 2020:
Profit and total comprehensive income for the year
-
-
-
26,719
26,719
Dividends
13
-
-
-
(27,234)
(27,234)
Balance at 31 March 2020
86,436
15,510,857
(650,000)
1,784,352
16,731,645
MORALIS GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2020
- 14 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2018
86,436
60,940
(3,633,361)
48,156,039
44,670,054
Year ended 31 March 2019:
Profit and total comprehensive income for the year
-
-
-
2,826,753
2,826,753
Dividends
13
-
-
-
(27,615)
(27,615)
Balance at 31 March 2019
86,436
60,940
(3,633,361)
50,955,177
47,469,192
Year ended 31 March 2020:
Profit and total comprehensive income for the year
-
-
-
2,720,961
2,720,961
Dividends
13
-
-
-
(27,234)
(27,234)
Balance at 31 March 2020
86,436
60,940
(3,633,361)
53,648,904
50,162,919
MORALIS GROUP LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2020
- 15 -
2020
2019
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
33
(839,632)
82,614
Interest paid
(26,305)
78,972
Income taxes paid
(15,005)
-
Net cash (outflow)/inflow from operating activities
(880,942)
161,586
Investing activities
Purchase of subsidiaries
(288,101)
-
Dividends received
80,000
-
Net cash used in investing activities
(208,101)
-
Financing activities
Repayment of borrowings
-
(133,971)
Proceeds of new bank loans
1,100,000
-
Payment of finance leases obligations
3,821
-
Dividends paid to equity shareholders
(27,234)
(27,615)
Net cash generated from/(used in) financing activities
1,076,587
(161,586)
Net (decrease)/increase in cash and cash equivalents
(12,456)
-
Cash and cash equivalents at beginning of year
-
-
Cash and cash equivalents at end of year
(12,456)
-
Relating to:
Cash at bank and in hand
2,089
-
Bank overdrafts included in creditors payable within one year
(14,545)
-
MORALIS GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2020
- 16 -
2020
2019
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
12,611,387
5,276,777
Interest paid
(1,036,783)
(763,373)
Income taxes paid
(267,449)
(472,069)
Net cash inflow from operating activities
11,307,155
4,041,335
Investing activities
Purchase of intangible assets
(227,794)
(2,500)
Purchase of tangible fixed assets
(15,103,452)
(4,988,622)
Proceeds on disposal of tangible fixed assets
411,320
851,744
Purchase of investment property
(4,859,716)
(1,875,886)
Proceeds on disposal of investment property
2,462,135
-
Purchase of subsidiaries
(230)
-
Purchase of joint ventures
-
(1)
Other investment movements
(100,230)
279,602
Interest received
5,772
7,064
Net cash used in investing activities
(17,412,195)
(5,728,599)
Financing activities
Repayment of borrowings
-
(133,971)
Repayment of bank loans
5,726,779
535,697
Payment of finance leases obligations
544,389
791,718
Dividends paid to equity shareholders
(27,234)
(27,615)
Net cash generated from financing activities
6,243,934
1,165,829
Net increase/(decrease) in cash and cash equivalents
138,894
(521,435)
Cash and cash equivalents at beginning of year
3,369,014
3,890,449
Cash and cash equivalents at end of year
3,507,908
3,369,014
Relating to:
Cash at bank and in hand
4,031,690
3,998,605
Bank overdrafts included in creditors payable within one year
(523,782)
(629,591)
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
- 17 -
1
Accounting policies
Company information
Moralis Group Limited
(“the company”)
is a limited company domiciled and incorporated in England and Wales.
The registered office is
Swift House, Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, UK, CM1 1GU.
The group consists of Moralis Group Limited and all of its direct and indirect subsidiaries.
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.
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 each category of financial instrument;
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
.
1.2
Basis of consolidation
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.
I
nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
1
Accounting policies
(Continued)
- 18 -
The consolidated financial statements incorporate those of Moralis Group Limited and all of its subsidiaries (ie entities that the
g
roup controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 March 2020
, except for GBN Commercial Vehicle Repairs & Rental Ltd and Ontrak Investments 41 (PTY) Ltd which have year ends of 30/04/2019 and 28/02/2019 respectively.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the
g
roup.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The reporting currency in Ontrak Investments 41 (PTY) ltd is South African Rand. For the purposes of the consolidation the profit and loss items have been translated using a historic average exchange rate. The balance sheet items have been translated using the historical exchange rate as at the year end.
1.3
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of
a
business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated
amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.6
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.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
1
Accounting policies
(Continued)
- 19 -
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:
Freehold land and buildings
2% straight line
Leasehold land and buildings
over the length of the lease
Leasehold improvements
Plant and equipment
10% / 15% straight line
Fixtures and fittings
20% straight line
Computers
20% / 33.33% straight line
Motor vehicles
20% / 25% / 33.33% reducing balance
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 recognised in the profit and loss account.
An amount equal to the excess of the annual depreciation charge on revalued assets over the notional historic cost depreciation charge on those assets is transferred annually from the revaluation reserve to the profit and loss reserve.
1.7
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 a
t
the reporting end date.
The surplus or deficit on revaluation is recognised in the profit and loss account.
Where fair value cannot be achieved without undue cost or effort, investment property is accounted for as tangible fixed assets.
Gains or losses arising from changes in the fair value of investment property are included in profit and loss account for the period in which they arise
1.8
Fixed asset investments
Equity in
vest
ments are measured at fair value through profit or loss
,
except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably
,
which are recognised at cost less impairment until a reliable measure of fair value becomes available.
I
n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the
group. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.9
Impairment of fixed assets
At each reporting
period
end date, the
group
reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
1
Accounting policies
(Continued)
- 20 -
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.
1.10
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at
the
lower of replacement cost and cost, adjusted where applicable for any loss of service potential.
1.11
Cash at bank and in hand
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.
1.12
Financial instruments
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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
m
ethod 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.
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 group after deducting all of its liabilities.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
1
Accounting policies
(Continued)
- 21 -
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. Amounts 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.
1.13
Equity instruments
Equity instruments issued by the group 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 group.
1.14
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.
1.15
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
group’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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
if, and only if, there is
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.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
1
Accounting policies
(Continued)
- 22 -
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair
value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss
so as to produce a constant periodic rate of interest on the remaining balance of the liability.
2
Judgements and key sources of estimation uncertainty
In the application of the group’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
Turnover and other revenue
An analysis of the group's turnover is as follows:
2020
2019
£
£
Turnover analysed by class of business
Real Estate
2,933,899
2,502,443
Storage Facilities
952,049
907,840
Waste Management
37,282,319
37,886,079
Haulage Logistics
2,761,612
2,471,403
Management Agents
5,999
6,001
Vehicle Rental & Repairs
-
604
43,935,878
43,774,370
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
3
Turnover and other revenue
(Continued)
- 23 -
2020
2019
£
£
Other significant revenue
Interest income
5,772
7,064
2020
2019
£
£
Turnover analysed by geographical market
United Kingdom
41,527,080
41,467,454
Overseas
2,408,798
2,306,916
43,935,878
43,774,370
4
Exceptional item
2020
2019
£
£
Expenditure
Loan write off
35,425
-
35,425
-
During the year the group wrote off a loan to a third party as this amount was no longer recoverable.
5
Operating profit
2020
2019
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
1,408,921
1,291,148
Depreciation of tangible fixed assets held under finance leases
2,265,362
1,744,426
Profit on disposal of tangible fixed assets
(122,856)
(181,983)
Profit on disposal of investment property
(982,135)
-
Amortisation of intangible assets
500,923
490,408
Impairment of intangible assets
-
2,500
6
Auditor's remuneration
2020
2019
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,300
1,300
Audit of the financial statements of the company's subsidiaries
41,700
45,000
48,000
46,300
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
6
Auditor's remuneration
(Continued)
- 24 -
For other services
Taxation compliance services
17,545
3,450
Other taxation services
913
4,895
18,458
8,345
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2020
2019
2020
2019
Number
Number
Number
Number
Distribution
238
249
-
-
Production
1
1
-
-
Admin
46
48
6
-
Managment
7
7
3
-
Drivers
27
25
-
-
Total
319
330
9
-
Their aggregate remuneration comprised:
Group
Company
2020
2019
2020
2019
£
£
£
£
Wages and salaries
11,571,062
10,806,314
322,339
-
Social security costs
1,205,169
1,119,783
32,164
-
Pension costs
270,871
194,674
-
-
13,047,102
12,120,771
354,503
-
8
Directors' remuneration
2020
2019
£
£
Remuneration for qualifying services
394,853
282,876
Company pension contributions to defined contribution schemes
3,240
4,785
398,093
287,661
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
8
Directors' remuneration
(Continued)
- 25 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2020
2019
£
£
Remuneration for qualifying services
75,178
76,743
9
Interest receivable and similar income
2020
2019
£
£
Interest income
Interest on bank deposits
5,772
7,064
Other income from investments
Dividends received
150,750
-
Total income excluding fixed asset investments
156,522
7,064
Income from fixed asset investments
Income from shares in group undertakings
(150,750)
-
Total income
5,772
7,064
Investment income includes the following:
Interest on financial assets not measured at fair value through profit or loss
5,772
7,064
10
Interest payable and similar expenses
2020
2019
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
335,728
198,304
Other interest on financial liabilities
452,389
367,963
788,117
566,267
Other finance costs:
Interest on finance leases and hire purchase contracts
197,301
173,096
Other interest
51,365
24,010
Total finance costs
1,036,783
763,373
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 26 -
11
Amounts written off investments
2020
2019
£
£
Changes in the fair value of investment properties
1,000,000
1,082,178
Amounts written off investments held at fair value
(100,230)
-
899,770
1,082,178
12
Taxation
2020
2019
£
£
Current tax
UK corporation tax on profits for the current period
621,820
622,667
Adjustments in respect of prior periods
(71,853)
(75,927)
Total current tax
549,967
546,740
Deferred tax
Origination and reversal of timing differences
81,800
211,800
Total tax charge
631,767
758,540
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2020
2019
£
£
Profit before taxation
3,352,728
3,585,293
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2019: 19.00%)
637,018
681,206
Tax effect of expenses that are not deductible in determining taxable profit
59,584
154,160
Tax effect of income not taxable in determining taxable profit
(409,642)
(319,610)
Unutilised tax losses carried forward
113,098
45,323
Permanent capital allowances in excess of depreciation
(828,482)
(544,729)
Depreciation on assets not qualifying for tax allowances
689,826
561,711
Amortisation on assets not qualifying for tax allowances
95,177
44,605
Under/(over) provided in prior years
(71,853)
(75,926)
Deferred tax adjustments in respect of prior years
81,800
211,800
Capital gains
265,241
-
Taxation charge
631,767
758,540
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 27 -
13
Dividends
2020
2019
£
£
Final paid
27,234
27,615
14
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 April 2019
4,093,193
Additions
227,794
At 31 March 2020
4,320,987
Amortisation and impairment
At 1 April 2019
3,085,465
Amortisation charged for the year
500,923
At 31 March 2020
3,586,388
Carrying amount
At 31 March 2020
734,599
At 31 March 2019
1,007,728
The company had no intangible fixed assets at 31 March 2020 or 31 March 2019.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 28 -
15
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 April 2019
16,418,847
4,908,107
64,490
11,678,333
118,446
120,658
13,166,461
46,475,342
Additions
9,302,780
885,260
-
1,570,091
62,452
116,816
3,166,053
15,103,452
Disposals
-
(23,696)
-
(1,329,494)
-
(47,696)
(1,534,587)
(2,935,473)
Transfers
914,239
-
-
-
-
-
-
914,239
At 31 March 2020
26,635,866
5,769,671
64,490
11,918,930
180,898
189,778
14,797,927
59,557,560
Depreciation and impairment
At 1 April 2019
207,335
699,494
5,749
6,692,592
77,461
94,327
8,919,856
16,696,814
Depreciation charged in the year
113,124
182,941
12,898
1,571,575
21,300
27,078
1,745,367
3,674,283
Eliminated in respect of disposals
-
(23,696)
-
(1,196,553)
-
(47,696)
(1,370,348)
(2,638,293)
At 31 March 2020
320,459
858,739
18,647
7,067,614
98,761
73,709
9,294,875
17,732,804
Carrying amount
At 31 March 2020
26,315,407
4,910,932
45,843
4,851,316
82,137
116,069
5,503,052
41,824,756
At 31 March 2019
16,211,512
4,208,613
58,741
4,985,741
40,985
26,331
4,246,605
29,778,528
The company had no tangible fixed assets at 31 March 2020 or 31 March 2019.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
15
Tangible fixed assets
(Continued)
- 29 -
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2020
2019
2020
2019
£
£
£
£
Plant and equipment
3,048,596
2,875,456
-
-
Motor vehicles
4,276,486
3,566,542
-
-
7,325,082
6,441,998
-
-
16
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:
Goodwill
14
-
2,500
Recognised in:
Administrative expenses
-
2,500
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
17
Investment property
Group
Company
2020
2020
£
£
Fair value
At 1 April 2019 and 31 March 2020
24,661,823
-
Additions through external acquisition
4,859,716
-
Transfers from owner-occupied property
(914,237)
-
Disposals
(1,480,000)
-
Net gains or losses through fair value adjustments
1,000,000
-
Foreign currency adjustments
4,256
-
At 31 March 2020
28,131,558
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
17
Investment property
(Continued)
- 30 -
Investment property comprises £28,131,558. The fair value of the investment property has been arrived at on the basis of a number of valuations carried out both by Chartered Surveyors, who are not connected with the company, and the company's directors. The valuations have made on an open market value basis by reference to market evidence of transaction prices for similar properties.
18
Fixed asset investments
Group
Company
2020
2019
2020
2019
Notes
£
£
£
£
Investments in subsidiaries
230
-
18,885,394
18,597,293
Investments in joint ventures
1
1
-
-
231
1
18,885,394
18,597,293
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
18
Fixed asset investments
(Continued)
- 31 -
The company owns 100% of the ordinary issued share capital of the companies listed below, either directly or indirectly via immediate companies. All companies below are incorporated in England and Wales unless otherwise stated:
Development and investment in real estate:
RVL Properties Limited
William Thompson Homes Limited
William Thompson Homes (PTY) Ltd - a company incorporated in South Africa
RVL Properties Limited - a company incorporated in Dubai
William Thompson Homes (Horns) Ltd
William Thompson Homes (Theydon Meadows) Ltd
Landvest Crews Hill Ltd
Provision of storage facilities:
GBN Self Store Limited
Waste management and waste disposal:
GBN Services Limited
Haulage logistics:
GBN Logistics Limited
Vehicle rental and repairs:
GBN Commercial Vehicle Repairs Ltd
Dormant and Holding Companies:
RVL Holdings Plc - a holding company
Uxbridge Skip Hire Limited
Uxbridge Skip Hire Holdings Limited
Uxbridge Skip Hire Properties Limited
RVL Property Investments Ltd
Edmonton Property Company Limited
All subsidiaries are included in the consolidation.
The £1 joint venture relates to Burntwood Ridge Ltd. This is 50% of the ordinary share capital.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
18
Fixed asset investments
(Continued)
- 32 -
Movements in fixed asset investments
Group
Shares in group undertakings and participating interests
£
Cost or valuation
At 1 April 2019
1
Additions
230
At 31 March 2020
231
Carrying amount
At 31 March 2020
231
At 31 March 2019
1
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 1 April 2019
18,597,293
Additions
288,101
At 31 March 2020
18,885,394
Carrying amount
At 31 March 2020
18,885,394
At 31 March 2019
18,597,293
19
Stocks
Group
Company
2020
2019
2020
2019
£
£
£
£
Raw materials and consumables
39,502
37,079
-
-
Work in progress
2,249,410
1,767,718
-
-
2,288,912
1,804,797
-
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 33 -
20
Debtors
Group
Company
2020
2019
2020
2019
Amounts falling due within one year:
£
£
£
£
Trade debtors
7,197,635
7,173,088
-
-
Corporation tax recoverable
-
4,684
-
-
Amounts owed by group undertakings
-
-
32,303
-
Other debtors
4,665,123
11,628,591
4,200
-
Prepayments and accrued income
825,038
1,060,715
23,850
-
12,687,796
19,867,078
60,353
-
21
Creditors: amounts falling due within one year
Group
Company
2020
2019
2020
2019
Notes
£
£
£
£
Bank loans and overdrafts
24
6,455,784
5,686,130
14,545
-
Obligations under finance leases
23
1,993,949
1,645,015
3,821
-
Trade creditors
2,258,291
2,514,735
9,202
-
Amounts owed to group undertakings
-
-
835,056
1,715,133
Corporation tax payable
562,427
391,093
-
-
Other taxation and social security
1,076,888
760,093
34,082
-
Other creditors
361,809
989,268
212,206
150,000
Accruals and deferred income
855,496
926,126
7,279
-
13,564,644
12,912,460
1,116,191
1,865,133
The hire purchase and finance leases are secured on the individual assets to which they relate.
Included within bank loans and overdrafts is £4,292,710 (2019: £3,951,697) invoice discounting secured on the trade debtors to which they relate.
Bank loans under one year are secured against the properties and trades to which they relate. As at the year end, within the group, debentures and fixed and floating charges were held by National Westminster Bank Plc and Barclays Bank Plc.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 34 -
22
Creditors: amounts falling due after more than one year
Group
Company
2020
2019
2020
2019
Notes
£
£
£
£
Bank loans and overdrafts
24
21,078,307
16,226,991
1,100,000
-
Obligations under finance leases
23
2,442,372
2,246,917
-
-
23,520,679
18,473,908
1,100,000
-
The hire purchase and finance leases are secured on the individual assets to which they relate.
Bank loans over one year are secured against the properties and trades to which they relate. At the year end, within the group, debentures and fixed and floating charges were held by National Westminster Bank Plc and Barclays Bank Plc.
Amounts included above which fall due after five years are as follows:
Payable by instalments
2,431,397
11,200,411
-
-
23
Finance lease obligations
Group
Company
2020
2019
2020
2019
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
1,993,949
1,645,015
3,821
-
In two to five years
2,442,372
2,246,917
-
-
4,436,321
3,891,932
3,821
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 35 -
24
Loans and overdrafts
Group
Company
2020
2019
2020
2019
£
£
£
£
Bank loans
27,010,309
21,283,530
1,100,000
-
Bank overdrafts
523,782
629,591
14,545
-
27,534,091
21,913,121
1,114,545
-
Payable within one year
6,455,784
5,686,130
14,545
-
Payable after one year
21,078,307
16,226,991
1,100,000
-
Amounts included above which fall due after five years:
Payable by instalments
2,431,397
11,200,411
-
-
25
Deferred taxation
Deferred tax assets and liabilities are offset where the group or 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
2020
2019
Group
£
£
Accelerated capital allowances
136,200
28,600
Investment property
2,315,100
2,234,400
2,451,300
2,263,000
The company has no deferred tax assets or liabilities.
Group
Company
2020
2020
Movements in the year:
£
£
Liability at 1 April 2019
2,263,000
-
Charge to profit or loss
188,300
-
Liability at 31 March 2020
2,451,300
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 36 -
26
Retirement benefit schemes
2020
2019
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
270,871
194,674
A
defined contribution pension scheme
is operated
for all qualifying employees.
The assets of the scheme are held separately from those of the group in an independently administered fund.
The number of directors who accrued benefits under company pension schemes was 2 (2018: 2).
27
Share premium account
Group
Company
2020
2019
2020
2019
£
£
£
£
At the beginning and end of the year
60,940
60,940
15,510,857
15,510,857
28
Share capital
Group and company
2020
2019
Ordinary share capital
£
£
Issued and fully paid
74,905 Ordinary A of £1 each
74,905
74,905
1 Ordinary B of £1 each
1
1
11,530 Preference of £1 each
11,530
11,530
86,436
86,436
The Ordinary A shares carry one vote per share, rights to dividends and rights to share in residual assets on sale of company or winding up after deduction of liabilities.
The Ordinary B share carries one vote and no rights to dividends. Payment of nominal amount paid up on share or amount credited as paid up on share only on the sale of company or winding up of company.
The Preference shares are non voting cumulative preference shares which entitle the holder to payments of sums due in accordance with a twenty five year sliding scale, from 01/02/2016. These payments are to be taken ahead of dividends paid on the other share classes.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 37 -
29
Other reserves
Own shares
Merger reserve
Total
Group
£
£
£
At the beginning of the prior year
(650,000)
(2,983,361)
(3,633,361)
As restated
(650,000)
(2,983,361)
(3,633,361)
At the end of the prior year
(650,000)
(2,983,361)
(7,266,722)
At the end of the current year
(650,000)
(2,983,361)
(7,266,722)
Own shares
Total
Company
£
£
£
At the beginning of the prior year
(650,000)
-
(650,000)
As restated
(650,000)
-
(650,000)
At the end of the prior year
(650,000)
-
(1,300,000)
At the end of the current year
(650,000)
-
(1,300,000)
30
Operating lease commitments
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
2020
2019
2020
2019
£
£
£
£
Within one year
200,000
12,953
-
-
Between two and five years
800,000
-
-
-
In over five years
816,667
-
-
-
1,816,667
12,953
-
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 38 -
31
Related party transactions
The group has taken advantage of the exemption in Financial Reporting Standard 102 from the requirement to disclose transaction with group entities that are wholly owned.
Group
At the balance sheet date:
Included within debtors is £2,968,202 (2019: £9,991,944) owed by company's under common control.
The following balances were (owed to) / owed by the directors:
Mr D W Thompson - (£113,668) (2019: (£31,800))
Mr G Hobson - (£38,703) (2019: £3,776))
Mr G D Thompson - £10,624 (2019: £14,811)
These amounts represent non interest bearing loans and are repayable on demand.
32
Cash generated from group operations
2020
2019
£
£
Profit for the year after tax
2,720,961
2,826,753
Adjustments for:
Taxation charged
631,767
758,540
Finance costs
1,036,783
763,373
Investment income
(5,772)
(7,064)
Gain on disposal of tangible fixed assets
(122,856)
(181,983)
Gain on disposal of investment property
(982,135)
-
Amortisation and impairment of intangible assets
500,923
492,908
Depreciation and impairment of tangible fixed assets
3,674,283
3,035,574
Amounts written off investments
(899,770)
(1,082,178)
Movements in working capital:
Increase in stocks
(484,115)
(229,630)
Decrease/(increase) in debtors
7,179,056
(1,344,297)
(Decrease)/increase in creditors
(637,738)
244,781
Cash generated from operations
12,611,387
5,276,777
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 39 -
33
Cash (absorbed by)/generated from operations - company
2020
2019
£
£
Profit for the year after tax
26,719
78,972
Adjustments for:
Taxation charged
15,005
-
Finance costs
26,305
(78,972)
Investment income
(80,000)
-
Movements in working capital:
Increase in debtors
(60,353)
-
(Decrease)/increase in creditors
(767,308)
82,614
Cash (absorbed by)/generated from operations
(839,632)
82,614
34
Analysis of changes in net debt - group
1 April 2019
Cash flows
31 March 2020
£
£
£
Cash at bank and in hand
3,998,605
33,085
4,031,690
Bank overdrafts
(629,591)
105,809
(523,782)
3,369,014
138,894
3,507,908
Borrowings excluding overdrafts
(21,283,530)
(5,726,779)
(27,010,309)
Obligations under finance leases
(3,891,932)
(544,389)
(4,436,321)
(21,806,448)
(6,132,274)
(27,938,722)
35
Analysis of changes in net debt - company
1 April 2019
Cash flows
31 March 2020
£
£
£
Cash at bank and in hand
-
2,089
2,089
Bank overdrafts
-
(14,545)
(14,545)
-
(12,456)
(12,456)
Borrowings excluding overdrafts
-
(1,100,000)
(1,100,000)
Obligations under finance leases
-
(3,821)
(3,821)
-
(1,116,277)
(1,116,277)
2020-03-31
2019-04-01
false
CCH Software
CCH Accounts Production 2020.200
Mr G M Hobson
Mr G D Thompson
Mr D W Thompson
Mr D W Thompson
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2019-04-01
2020-03-31
08850452
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2019-04-01
2020-03-31
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2019-04-01
2020-03-31
08850452
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2019-04-01
2020-03-31
08850452
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2019-04-01
2020-03-31
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2019-04-01
2020-03-31
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2019-04-01
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2020-03-31
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2020-03-31
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2019-03-31
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2020-03-31
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2019-03-31
08850452
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2020-03-31
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2020-03-31
08850452
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2019-03-31
08850452
core:SharePremium
2020-03-31
08850452
core:SharePremium
2019-03-31
08850452
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2020-03-31
08850452
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2019-03-31
08850452
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2020-03-31
08850452
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2019-03-31
08850452
core:SharePremium
2018-03-31
08850452
2018-04-01
2019-03-31
08850452
core:Goodwill
2019-04-01
2020-03-31
08850452
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core:OwnedOrFreeholdAssets
2019-04-01
2020-03-31
08850452
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core:LongLeaseholdAssets
2019-04-01
2020-03-31
08850452
core:PlantMachinery
2019-04-01
2020-03-31
08850452
core:FurnitureFittings
2019-04-01
2020-03-31
08850452
core:ComputerEquipment
2019-04-01
2020-03-31
08850452
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2019-04-01
2020-03-31
08850452
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2020-03-31
08850452
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2019-04-01
2020-03-31
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2019-04-01
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