TBD Owen Holland Holdings Limited |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 31 March 2023 |
TBD Owen Holland Holdings Limited |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 31 March 2023 |
TBD Owen Holland Holdings Limited |
Company Information |
for the Year Ended 31 March 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
Andrew Miller FCA |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
Radnor House |
Greenwood Close |
Cardiff Gate Business Park |
Cardiff |
CF23 8AA |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Group Strategic Report |
for the Year Ended 31 March 2023 |
The directors present their strategic report of the company and the group for the year ended 31 March 2023. |
REVIEW OF BUSINESS |
The business has experienced a significant year on year increase in turnover following the Covid 19 pandemic. Turnover has increased by 41% from the previous financial year and by 75% on the 2020/21 financial year. This is set to increase another 50% in the financial year ending March 2024, which will be a record for TBD and reflective of the bounceback the airline sector is currently enjoying. |
The company has been impacted in the current financial year by the increase in costs in raw materials, mainly due to the rippling effects of the war on Ukraine. This has had an impact on the gross margin as those costs weren't passed on to customers as quickly. |
Product innovation has been important in the current and previous financial years, which have led to successful product launches, in both passenger stairs and cargo loaders. Investments in these designs are of strategic importance to the business to ensure ongoing revenue streams in the years ahead. This, together with investments in laser machinery and robotic welding will greatly improve margins in the FY2024 and beyond. |
To facilitate the growth, the Management Team is currently being strengthened to allow customers first class service and products. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The management of the business and execution of strategy are subject to a number of risks. Key business risks principally relate to market competition, both from a national and international perspective. Business risks are reviewed regularly by the directors and appropriate processes are put in place to monitor and mitigate their impact. |
FINANCIAL POSITION |
The financial position of the company is set out in the balance sheet on page 11. |
KEY PERFORMANCE INDICATORS (KPIS) |
The directors consider that KPI's of the business relate to turnover and operating profit. |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Group Strategic Report |
for the Year Ended 31 March 2023 |
GOING CONCERN AND IMPACT OF COVID 19 |
As the country and world are emerging out of COVID and all final restrictions, the world has faced another great uncertainty with the rippling effects of the war on Ukraine. To date the business has met the challenges brought about by the global situation and having reviewed the funding currently available the Directors are satisfied it is adequate to meet its operational requirements and have therefore concluded it is appropriate to prepare these financial statements on the going concern basis. |
The damage caused to the Aviation sector by the impact of COVID 19 is well documented and TBD has been affected like most companies in the supply chain. The global instability and increasing material prices due to the war on Ukraine are also affecting every business. However, with a vastly reduced cost base and a more automated production process now in place, business improvements have lead to increased competitively. Demand is steadily increasing and the business is well placed to grow substantially in the current year and beyond. |
The Company has a strong relationship with its funders and has sufficient working capital to meet its current requirements. |
THIS REPORT WAS APPROVED BY THE BOARD: |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Report of the Directors |
for the Year Ended 31 March 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of the design, manufacture and installation of aircraft ground support equipment and specialist access solutions. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 March 2023. |
FUTURE DEVELOPMENTS |
The directors carry out a strategic review of the business on an annual basis and consider that it is well positioned to take advantage of business opportunities as demand increases in FY2023/24 and further in FY2024/25. Costs are under strict control and the facilities available are seen as adequate for trade anticipated during this period. A focus on sales in the sectors that have shown to be resilient is in place and success in sales of newly developed products to existing customers has been made. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report. |
FINANCIAL RISK MANAGEMENT |
The company's operations expose it to a variety of financial risks that include the effect of changes in market prices, credit risk, liquidity risk and interest rate cash flow risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs. In addition the company has a diverse product portfolio which reduces reliance on any one business sector. |
Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policy set by the board of directors is implemented by the company's finance department. |
Price risk |
The company is not exposed to any significant commodity price risk. |
Credit risk |
The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure of any individual counterparty is subject to a limit which is assessed regularly by the board. |
Liquidity, interest rate cash flow risk |
The company actively monitors and forecasts its liquidity and cash flow position to ensure sufficient funds are available to fund all current and forecast activities. |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Report of the Directors |
for the Year Ended 31 March 2023 |
RESEARCH AND DEVELOPMENT |
The company invests in research and development to expand its product offering and incurred £398,203 (2022: £751,334) of expenditure during the year which has been capitalised. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
THIS REPORT WAS APPROVED BY THE BOARD: |
Report of the Independent Auditors to the Members of |
TBD Owen Holland Holdings Limited |
Opinion |
We have audited the financial statements of TBD Owen Holland Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Consolidated Profit & Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2023 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Report of the Independent Auditors to the Members of |
TBD Owen Holland Holdings Limited |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors 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 identified material misstatements in the Group Strategic Report or the Report of the Directors. |
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 Statement of Directors' Responsibilities set out on page five, 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 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. |
Report of the Independent Auditors to the Members of |
TBD Owen Holland Holdings Limited |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risks of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. |
The laws and regulations that we determined were most significant to the company were the Companies Act, UK corporate tax laws, Employment Rights Act, Health and Safety regulations and ISO9001 Quality Management System standard. |
We obtained an understanding of how the company is complying with those laws and regulations by making enquiries to the management, and corroborated these enquiries through our review of board minutes and review of legal and professional spend for the year. |
We assessed the susceptibility of the companys financial statements to material misstatement, including how fraud might occur, and did not identify any key audit matters relating to irregularities, including fraud. We assessed the effectiveness of internal controls that management has in place to prevent and detect fraud, including testing of manual journals and evaluating the assumptions and judgements made by management in its significant accounting estimates. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our 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 a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Consolidated Profit & Loss Account |
for the Year Ended 31 March 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 3 | 8,478,074 | 5,999,082 |
Cost of sales | (6,041,639 | ) | (3,437,051 | ) |
GROSS PROFIT | 2,436,435 | 2,562,031 |
Distribution costs | (266,116 | ) | (103,297 | ) |
Administrative expenses | (2,532,193 | ) | (2,299,731 | ) |
(361,874 | ) | 159,003 |
Other operating income | 4 | 332,955 | 367,592 |
OPERATING (LOSS)/PROFIT | 6 | (28,919 | ) | 526,595 |
Income from legal settlement | 7 | 715,000 | - |
Costs of legal settlement | 7 | (302,015 | ) | - |
384,066 | 526,595 |
Interest payable and similar expenses |
8 |
(411,626 |
) |
(276,025 |
) |
(LOSS)/PROFIT BEFORE TAXATION | (27,560 | ) | 250,570 |
Tax on (loss)/profit | 9 | (259,564 | ) | (99,190 | ) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
OTHER COMPREHENSIVE INCOME |
Revaluation | 798,961 | - |
Income tax relating to other comprehensive income |
48,109 |
29,783 |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
847,070 |
29,783 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
559,946 |
181,163 |
(Loss)/profit attributable to: |
Owners of the parent | (287,124 | ) | 151,380 |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Consolidated Profit & Loss Account |
for the Year Ended 31 March 2023 |
2023 | 2022 |
£ | £ |
Total comprehensive income attributable to: |
Owners of the parent | 559,946 | 181,163 |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Consolidated Balance Sheet |
31 March 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 2,921,112 | 2,922,582 |
Tangible assets | 12 | 4,171,205 | 3,341,875 |
Investments | 13 | - | - |
7,092,317 | 6,264,457 |
CURRENT ASSETS |
Stocks | 14 | 2,152,108 | 2,155,263 |
Debtors | 15 | 1,349,063 | 2,932,376 |
Cash at bank | 701,566 | 266,961 |
4,202,737 | 5,354,600 |
CREDITORS |
Amounts falling due within one year | 16 | 4,639,403 | 5,539,080 |
NET CURRENT LIABILITIES | (436,666 | ) | (184,480 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
6,655,651 |
6,079,977 |
CREDITORS |
Amounts falling due after more than one year |
17 |
(2,631,479 |
) |
(2,827,206 |
) |
PROVISIONS FOR LIABILITIES | 21 | (835,492 | ) | (624,037 | ) |
NET ASSETS | 3,188,680 | 2,628,734 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 195 | 195 |
Share premium | 324,802 | 324,802 |
Revaluation reserve | 798,961 | - |
Retained earnings | 2,064,722 | 2,303,737 |
SHAREHOLDERS' FUNDS | 3,188,680 | 2,628,734 |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Consolidated Balance Sheet - continued |
31 March 2023 |
The financial statements were approved by the Board of Directors and authorised for issue on 22 December 2023 and were signed on its behalf by: |
S C Meredith - Director |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Company Balance Sheet |
31 March 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
CURRENT ASSETS |
Debtors | 15 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 16 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
17 |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Share premium |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
Company's loss for the financial year | (36,450 | ) | (36,223 | ) |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Company Balance Sheet - continued |
31 March 2023 |
The financial statements were approved by the Board of Directors and authorised for issue on |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 March 2023 |
Called up |
share | Retained | Share | Revaluation | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 April 2021 | 195 | 1,935,357 | 324,802 | 187,217 | 2,447,571 |
Changes in equity |
Total comprehensive income | - | 151,380 | - | 29,783 | 181,163 |
No description | - | 217,000 | - | (217,000 | ) | - |
Balance at 31 March 2022 | 195 | 2,303,737 | 324,802 | - | 2,628,734 |
Changes in equity |
Transfer of reserves | - | 48,109 | - | (48,109 | ) | - |
Total comprehensive income | - | (287,124 | ) | - | 847,070 | 559,946 |
Balance at 31 March 2023 | 195 | 2,064,722 | 324,802 | 798,961 | 3,188,680 |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Company Statement of Changes in Equity |
for the Year Ended 31 March 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 April 2021 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 March 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 March 2023 | ( |
) | ( |
) |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Consolidated Cash Flow Statement |
for the Year Ended 31 March 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 3,016,340 | 883,952 |
Interest paid | (387,495 | ) | (248,778 | ) |
Interest element of finance lease payments paid |
(24,131 |
) |
(27,247 |
) |
Net cash from operating activities | 2,604,714 | 607,927 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (398,203 | ) | (751,334 | ) |
Purchase of tangible fixed assets | (271,664 | ) | (478,721 | ) |
Sale of tangible fixed assets | 10,951 | 514,497 |
Net cash from investing activities | (658,916 | ) | (715,558 | ) |
Cash flows from financing activities |
Increase/(decrease) in loans | (951,678 | ) | 187,214 |
Amount introduced by directors | 157,474 | - |
Amount withdrawn by directors | (75,000 | ) | (30,206 | ) |
Net cash from financing activities | (869,204 | ) | 157,008 |
Increase in cash and cash equivalents | 1,076,594 | 49,377 |
Cash and cash equivalents at beginning of year |
2 |
(375,028 |
) |
(424,405 |
) |
Cash and cash equivalents at end of year |
2 |
701,566 |
(375,028 |
) |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 March 2023 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
(Loss)/profit before taxation | (27,560 | ) | 250,570 |
Depreciation charges | 640,888 | 489,185 |
Profit on disposal of fixed assets | (10,951 | ) | (18,028 | ) |
Finance costs | 411,626 | 276,025 |
1,014,003 | 997,752 |
Decrease/(increase) in stocks | 3,155 | (306,282 | ) |
Decrease/(increase) in trade and other debtors | 1,474,399 | (669,986 | ) |
Increase in trade and other creditors | 524,783 | 862,468 |
Cash generated from operations | 3,016,340 | 883,952 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2023 |
31/3/23 | 1/4/22 |
£ | £ |
Cash and cash equivalents | 701,566 | 266,961 |
Bank overdrafts | - | (641,989 | ) |
701,566 | (375,028 | ) |
Year ended 31 March 2022 |
31/3/22 | 1/4/21 |
£ | £ |
Cash and cash equivalents | 266,961 | 224,159 |
Bank overdrafts | (641,989 | ) | (648,564 | ) |
(375,028 | ) | (424,405 | ) |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 March 2023 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1/4/22 | Cash flow | At 31/3/23 |
£ | £ | £ |
Net cash |
Cash at bank | 266,961 | 434,605 | 701,566 |
Bank overdrafts | (641,989 | ) | 641,989 | - |
(375,028 | ) | 1,076,594 | 701,566 |
Debt |
Finance leases | (298,588 | ) | (157,175 | ) | (455,763 | ) |
Debts falling due within 1 year | (2,544,600 | ) | 856,268 | (1,688,332 | ) |
Debts falling due after 1 year | (2,706,853 | ) | 252,585 | (2,454,268 | ) |
(5,550,041 | ) | 951,678 | (4,598,363 | ) |
Total | (5,925,069 | ) | 2,028,272 | (3,896,797 | ) |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 March 2023 |
1. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Turnover |
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: |
Sale of goods |
Turnover from the sale of goods is recognised when all of the following conditions are satisfied: |
- | the company has transferred the significant risks and rewards of ownership to the buyer; |
- | the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
- | the amount of turnover can be measured reliably; |
- | it is probable that the company will receive the consideration due under the transaction; |
- | the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Revenue in relation to construction contracts is recognised in the accounting period in which the services are rendered when the outcome of contract can be estimated reliably. The company uses the percentage of completion method based on the actual service performed as a percentage of the total services to be provided. The amount by which revenue recognised exceeds invoiced sales, is shown under debtors as amounts recoverable on contracts. |
Intangible assets |
Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives as follows: |
Development costs - 10 years |
Amortisation is charged to Administrative expenses in the statement of comprehensive income. Amortisation is not charged in the period of capitalisation. |
Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances. |
The assets are reviewed for impairment if the above factors indicated that the carrying amount may be impaired. |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
Research costs are recognised as an expense as incurred. |
Development costs that are directly attributable to the design and testing of identifiable and unique products controlled by the company are recognised as intangible assets when the following criteria are met: |
- | It is technically feasible to complete the asset so that it will be available for use; |
- | Management intends to complete the asset and to use or sell it; |
- | There is an ability to use or sell the asset; |
- | It can be demonstrated how the asset will generate probable future economic benefits; |
- | Adequate technical, financial and other resources to complete the development and to use or sell the asset are available; and |
- | The expenditure attributable to the asset during its development can be reliably measured. |
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. |
Tangible fixed assets |
Freehold property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Freehold land is not depreciated. |
Stocks |
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit & Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
The company claims an R&D rebate and as such discloses the refund due as other operating income. |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
1. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
(i)Functional and presentation currency |
The company's functional and presentation currency is the pound sterling. |
(ii)Transactions and balances |
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the date of the transactions. |
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit & Loss Account |
Hire purchase and leasing commitments |
Assets held under finance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and depreciated over their useful lives. |
The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding. |
Rentals paid under operating leases are charged to income on a straight line basis over the lease term. |
Pension costs |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Government grants |
Government grants in respect of capital expenditure are released to the statement of comprehensive income over the estimated useful life of the asset acquired. Grants in respect of revenue expenditure are released so as to match the grant with the relevant cost. |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
1. | ACCOUNTING POLICIES - continued |
Preference shares |
Preference shares are classified and accounted for, according to the substance of the contractual arrangement, as financial liabilities or equity instruments. The preference shares in issue are classified as liabilities. |
2. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCER |
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 reviewed if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods. |
(i) Useful economic lives of intangible assets |
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives of the assets. The useful economic lives are re-assessed and amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets. |
(ii) Inventory provisioning |
The company designs, manufactures and installs aircraft ground support equipment and specialist access solutions. As a result, it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials. See note 14 for the net carrying amount of the inventory and associated provision. |
(iii) Impairment of debtors |
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. |
(iv) Development costs |
Development costs are capitalised when they meet certain criteria as set out on page 16. Management has to exercise judgement in the assessment of criteria as well as when considering the asset lives which drive the amortisation policy. |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
3. | TURNOVER |
The turnover and loss (2022 - profit) before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2023 | 2022 |
£ | £ |
United Kingdom | 3,897,646 | 1,123,198 |
Europe | 2,672,529 | 4,274,964 |
United States of America | 1,907,899 | 600,920 |
8,478,074 | 5,999,082 |
4. | OTHER OPERATING INCOME |
2023 | 2022 |
£ | £ |
R&D tax credit | 104,623 | 218,585 |
Profit on sale of scrap | 25,479 | 5,739 |
Rental income | 14,500 | 11,370 |
Grant income | 188,353 | 131,898 |
332,955 | 367,592 |
The company claims an R&D rebate and as such discloses the refund due as other operating income. |
5. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 1,873,281 | 1,283,510 |
Social security costs | 196,621 | 121,711 |
Other pension costs | 127,614 | 79,662 |
2,197,516 | 1,484,883 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Administration | 26 | 24 |
Production | 40 | 28 |
Staff costs capitalised into tangible and intangible fixed assets amount to £342,653 (2022: £504,689). |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
5. | EMPLOYEES AND DIRECTORS - continued |
2023 | 2022 |
£ | £ |
Directors' remuneration | 188,796 | 269,031 |
Directors' pension contributions to money purchase schemes | 15,875 | 18,592 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 5 | 5 |
6. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Depreciation - owned assets | 95,192 | 61,120 |
Depreciation - assets on finance leases | 146,103 | 104,222 |
Profit on disposal of fixed assets | (10,951 | ) | (18,028 | ) |
Research & development amortisation | 399,673 | 323,843 |
Audit fees | 18,000 | 16,000 |
Auditors' remuneration for non audit work | 5,175 | 3,092 |
Foreign exchange differences | (68,017 | ) | 373,734 |
Inventory recognised as an expense | 4,645,178 | 2,597,255 |
Government grant received and amortised | 188,353 | (131,898 | ) |
Hire of plant & machinery | - | 13,753 |
7. | LEGAL SETTLEMENT |
2023 | 2022 |
£ | £ |
Income from legal settlement | 715,000 | - |
Costs of legal settlement | (302,015 | ) | - |
412,985 | - |
A legal dispute was settled during the year, with the company being awarded a settlement of £715,000 and paying legal costs of £302,015. |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank interest | 38,633 | 19,407 |
Bank loan interest | 176,778 | 94,935 |
Other interest | 172,084 | 134,436 |
Hire purchase | 24,131 | 27,247 |
411,626 | 276,025 |
9. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
2023 | 2022 |
£ | £ |
Deferred tax | 259,564 | 99,190 |
Tax on (loss)/profit | 259,564 | 99,190 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
(Loss)/profit before tax | (27,560 | ) | 250,570 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19 % (2022 - 19 %) |
(5,236 |
) |
47,608 |
Effects of: |
Expenses not deductible for tax purposes | 16,199 | 3,136 |
Income not taxable for tax purposes | (19,878 | ) | (41,531 | ) |
Capital allowances in excess of depreciation | - | (52,621 | ) |
Depreciation in excess of capital allowances | 46,598 | - |
Utilisation of tax losses | (37,683 | ) | 13,538 |
adjustment |
Deferred tax movement | 259,564 | 99,190 |
Capital gain | - | 29,870 |
Total tax charge | 259,564 | 99,190 |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
9. | TAXATION - continued |
Tax effects relating to effects of other comprehensive | income |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Revaluation | 798,961 | 48,109 | 847,070 |
2022 |
Gross | Tax | Net |
£ | £ | £ |
Revaluation | - | 29,783 | 29,783 |
10. | INDIVIDUAL PROFIT & LOSS ACCOUNT |
As permitted by Section 408 of the Companies Act 2006, the Profit & Loss Account of the parent company is not presented as part of these financial statements. |
11. | INTANGIBLE FIXED ASSETS |
Group |
Research |
& development |
£ |
COST |
At 1 April 2022 | 4,918,218 |
Additions | 398,203 |
At 31 March 2023 | 5,316,421 |
AMORTISATION |
At 1 April 2022 | 1,995,636 |
Amortisation for year | 399,673 |
At 31 March 2023 | 2,395,309 |
NET BOOK VALUE |
At 31 March 2023 | 2,921,112 |
At 31 March 2022 | 2,922,582 |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
12. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Freehold | Plant and | and |
property | machinery | fittings | Totals |
£ | £ | £ | £ |
COST OR VALUATION |
At 1 April 2022 | 2,999,926 | 1,115,854 | 140,270 | 4,256,050 |
Additions | - | 257,272 | 14,392 | 271,664 |
Revaluations | 300,074 | - | - | 300,074 |
At 31 March 2023 | 3,300,000 | 1,373,126 | 154,662 | 4,827,788 |
DEPRECIATION |
At 1 April 2022 | 440,698 | 375,357 | 98,120 | 914,175 |
Charge for year | 58,189 | 161,292 | 21,814 | 241,295 |
Revaluation adjustments | (498,887 | ) | - | - | (498,887 | ) |
At 31 March 2023 | - | 536,649 | 119,934 | 656,583 |
NET BOOK VALUE |
At 31 March 2023 | 3,300,000 | 836,477 | 34,728 | 4,171,205 |
At 31 March 2022 | 2,559,228 | 740,497 | 42,150 | 3,341,875 |
Cost or valuation at 31 March 2023 is represented by: |
Fixtures |
Freehold | Plant and | and |
property | machinery | fittings | Totals |
£ | £ | £ | £ |
Valuation in 2023 | 300,074 | - | - | 300,074 |
Cost | 2,999,926 | 1,373,126 | 154,662 | 4,527,714 |
3,300,000 | 1,373,126 | 154,662 | 4,827,788 |
Freehold land and buildings were valued on an open market basis on 31 March 2023 by Cushman & Wakefield plc . |
There would be no tax payable if the freehold property was sold at it's revalued amount because the gain would be covered by indexation allowance. |
The net book value of assets held under finance leases or hire purchase contracts are £269,082 (2022: £377,905). |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
13. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 April 2022 |
and 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Waterton House Brocastle Avenue, Waterton Industrial Estate, Bridgend, Mid Glamorgan, CF31 3US |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: Waterton House Brocastle Avenue, Waterton Industrial Estate, Bridgend, Mid Glamorgan, CF31 3US |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
14. | STOCKS |
Group |
2023 | 2022 |
£ | £ |
Raw materials | 680,107 | 721,541 |
Work-in-progress | 420,057 | 629,341 |
Finished goods | 1,051,944 | 804,381 |
2,152,108 | 2,155,263 |
The difference between purchase price or production cost of stock and their replacement cost is not material. |
Stock is stated after provisions for impairment of £nil (2022: £nil). |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade debtors | 865,451 | 1,628,465 |
Other debtors | 173,832 | 367,014 |
Directors' loan accounts | - | 108,914 | - | - |
VAT | - | 337,647 |
Deferred tax asset | - | - | 18,165 | 16,629 |
Prepayments and accrued income | 309,780 | 490,336 |
1,349,063 | 2,932,376 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 18) | 345,028 |
1,044,076 |
Other loans (see note 18) | 1,343,304 | 2,142,513 |
Finance leases (see note 19) | 278,552 | 178,235 |
Trade creditors | 1,611,676 | 1,995,974 |
Amounts owed to group undertakings | - | - |
Social security and other taxes | 38,622 | 71,376 |
VAT | 193,472 | - | - | - |
Other creditors | 780,190 | 31,906 |
Directors' loan accounts | 48,559 | 75,000 | - | - |
4,639,403 | 5,539,080 |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans (see note 18) | 1,369,337 | 1,693,887 |
Other loans (see note 18) | 1,084,931 | 1,012,966 |
Finance leases (see note 19) | 177,211 | 120,353 |
2,631,479 | 2,827,206 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due within one year | or on demand: |
Bank overdrafts | - | 641,989 |
Bank loans | 345,028 | 402,087 |
Other loans | 1,343,304 | 2,142,513 |
1,688,332 | 3,186,589 |
Amounts falling due between two | and five years: |
Bank loans - 2-5 years | 1,066,641 | 1,356,516 |
Other loans - 2-5 years | 282,240 | 240,178 |
Preference shares | 802,691 | 772,788 | 802,691 | 772,788 |
2,151,572 | 2,369,482 |
Amounts falling due in more than | five years: |
Repayable by instalments |
Bank loans more 5 yr by instal | 302,696 | 337,371 | - | - |
The above liabilities comprise bank and other loans repayable by instalments on various terms agreed with the lenders. The interest rates applicable are between 2.25% above the Bank of England base rate and 33.36%. |
The aggregate monthly payment of the loans is £79,874 and the remaining term on the loans is between 12 months and 6.5 years from the balance sheet date. |
Details of shares shown as liabilities are as follows: |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
18. | PREFERENCE SHARES - continued |
Preference shareholders are entitled to receive a fixed annual non-compounding cumulative preferential dividend of 5% of the nominal value of the preference shares held. |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Finance leases |
2023 | 2022 |
£ | £ |
Net obligations repayable: |
Within one year | 278,552 | 178,235 |
Between one and five years | 177,211 | 120,353 |
455,763 | 298,588 |
Group |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year | 1,501 | 2,411 |
Between one and five years | 1,704 | 3,205 |
3,205 | 5,616 |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
20. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2023 | 2022 |
£ | £ |
Bank overdraft | - | 641,989 |
Bank loans | 1,714,365 | 2,095,974 |
Finance leases | 455,763 | 298,588 |
Other loans | 1,128,233 | 2,096,209 |
3,298,361 | 5,132,760 |
Bank overdraft and loan borrowings are secured as follows: |
- A first legal charge over freehold land and buildings |
- Personal guarantee from Mr Steven Meredith for £350,000 |
- Fixed and floating charge over the assets of the group. |
Other loans are secured as follows: |
- A fixed and floating charge over the assets of the group. |
- Trade debtors. |
- Personal guarantee from Mr Steven Meredith |
The finance lease contracts are secured over the assets to which they relate. |
21. | PROVISIONS FOR LIABILITIES |
Group |
2023 | 2022 |
£ | £ |
Deferred tax | 835,492 | 624,037 |
Group |
Deferred |
tax |
£ |
Balance at 1 April 2022 | 624,037 |
Provided during year | 211,455 |
Balance at 31 March 2023 | 835,492 |
TBD Owen Holland Holdings Limited (Registered number: 08966138) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2023 |
21. | PROVISIONS FOR LIABILITIES - continued |
Company |
Deferred |
tax |
£ |
Balance at 1 April 2022 | ( |
) |
Provided during year | ( |
) |
Balance at 31 March 2023 | ( |
) |
The provision for deferred tax has arisen in respect of: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Fixed asset timing differences | 853,657 | 657,146 | - | - |
Losses carried forward | (18,165 | (33,109 | ) | (16,629 | ) | (16,629 | ) |
835,492 | 624,037 | (16,629 | ) | (15,147 | ) |
22. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
A Ordinary | £1 | 145 | 145 |
B Ordinary | £1 | 50 | 50 |
195 | 195 |
23. | CONTINGENT LIABILITIES |
There is an unlimited multilateral guarantee in respect of bank borrowings in place between TBD Owen Holland Holdings Limited, Owen Holland (Engineering) Limited and TBD (Owen Holland) Limited. The total of bank borrowings amounted to £1,645,347 at 31 March 2022 (2022: £4,624,123). |
24. | RELATED PARTY DISCLOSURES |
The company is exempt from disclosing related party transactions with companies in the same group. Included within directors' remuneration is £nil (2022: £15,600) of sums paid to third parties for directors' services. |