|
Basis of 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 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 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. |
|
Other information |
The other information comprises the information included in the report and financial statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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. |
|
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 strategic report and the directors’ report 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 |
Whatmore Holdings Ltd
|
Statement of Cash Flows |
for the year ended 31 May 2019
|
|
Notes |
|
2019 |
|
2018 |
£ |
£ |
Operating activities |
Profit for the financial year |
1,268,629 |
|
633,175 |
|
Adjustments for: |
Income from investments |
(67) |
|
- |
Interest receivable |
(38,460) |
|
(19,766) |
Tax on profit on ordinary activities |
309,132 |
|
146,352 |
Depreciation |
4,253 |
|
3,512 |
Impairment of goodwill in prior year restated |
101,000 |
|
(810,726) |
Impairment of goodwill |
43,628 |
|
84,404 |
Increase in stocks |
(569,916) |
|
(127,909) |
Decrease in debtors |
1,608,457 |
|
862,542 |
Decrease in creditors |
(1,081,052) |
|
(351,489) |
|
|
|
1,645,604 |
|
420,095 |
|
Dividends received |
67 |
|
- |
Interest received |
38,460 |
|
19,766 |
Corporation tax paid |
(147,095) |
|
(486,406) |
|
Cash generated by/(used in) operating activities |
1,537,036 |
|
(46,545) |
|
|
|
|
|
|
Investing activities |
Payments to acquire tangible fixed assets |
(3,117) |
|
(12,022) |
|
Cash used in investing activities |
(104,117) |
|
(12,022) |
|
|
|
|
|
|
Financing activities |
Equity dividends paid |
(1,056,508) |
|
(92,650) |
|
Cash used in financing activities |
(1,056,508) |
|
(92,650) |
|
|
|
|
|
|
Net cash generated/(used) |
Cash generated by/(used in) operating activities |
1,537,036 |
|
(46,545) |
Cash used in investing activities |
(104,117) |
|
(12,022) |
Cash used in financing activities |
(1,056,508) |
|
(92,650) |
|
Net cash generated/(used) |
376,411 |
|
(151,217) |
|
Cash and cash equivalents at 1 June |
7,649,221 |
|
7,800,438 |
Cash and cash equivalents at 31 May |
8,025,632 |
|
7,649,221 |
|
|
|
|
|
|
Cash and cash equivalents comprise: |
Cash at bank |
8,025,632 |
|
7,649,221 |
|
|
|
8,025,632 |
|
7,649,221 |
|
|
|
|
|
|
|
|
|
Investments |
|
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.
|
|
|
Stocks |
|
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.
|
|
|
Debtors
|
|
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
|
|
|
Creditors
|
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
|
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.
|
|
|
Provisions |
|
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.
|
|
|
Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.
|
|
|
Pensions |
|
Contributions to defined contribution plans are expensed in the period to which they relate.
|
|
|
2 |
Critical accounting estimates and judgements |
|
|
Apart from the Packaging recovery notes provided in the comparative accounts, which was immaterial for the overall company, as this was based on figures provided by a specialist consultant in the field, there was no other critical accounting estimates used in the preparation of the account for the year ended 31 May 2019.
|
|
|
3 |
Analysis of turnover |
2019 |
|
2018 |
£ |
£ |
|
|
Sale of goods |
27,424,248 |
|
30,593,897 |
|
Services rendered |
1,096 |
|
977 |
|
|
|
|
|
|
27,425,344 |
|
30,594,874 |
|
|
|
|
|
|
|
|
|
4 |
Operating profit |
2019 |
|
2018 |
£ |
£ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
4,253 |
|
3,512 |
|
Impairment of goodwill |
43,628 |
|
84,404 |
|
Auditors' remuneration for audit services |
5,500 |
|
3,750 |
|
Carrying amount of stock sold |
25,397,966 |
|
29,032,713 |
|
|
|
|
|
|
|
|
|
|
5 |
Director's emoluments |
2019 |
|
2018 |
£ |
£ |
|
|
Emoluments |
96,086 |
|
95,665 |
|
|
|
|
|
|
|
|
|
|
Highest paid director: |
|
Emoluments |
88,086 |
|
95,665 |
|
Company contributions to defined contribution pension plans |
76,660 |
|
49,992 |
|
|
|
|
|
|
164,746 |
|
145,657 |
|
|
|
|
|
|
|
|
|
6 |
Staff costs |
2019 |
|
2018 |
£ |
£ |
|
|
Wages and salaries |
245,170 |
|
245,825 |
|
Social security costs |
21,641 |
|
23,488 |
|
Other pension costs |
81,797 |
|
58,187 |
|
|
|
|
|
|
348,608 |
|
327,500 |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
Number |
Number |
|
|
Administration |
4 |
|
4 |
|
|
|
|
|
|
|
|
|
7 |
Taxation |
2019 |
|
2018 |
£ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
309,132 |
|
147,095 |
|
Adjustments in respect of previous periods |
- |
|
(743) |
|
|
|
|
|
|
309,132 |
|
146,352 |
|
|
Tax on profit on ordinary activities |
309,132 |
|
146,352 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2019 |
|
2018 |
£ |
£ |
|
Profit on ordinary activities before tax |
1,577,761 |
|
779,527 |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK
|
19% |
|
19% |
|
£ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
299,775 |
|
148,110 |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
9,357 |
|
(1,015) |
|
Adjustments to tax charge in respect of previous periods |
- |
|
(743) |
|
|
Current tax charge for period |
309,132 |
|
146,352 |
|
|
|
|
|
|
|
|
|
8 |
Intangible fixed assets |
£ |
|
Goodwill: |
|
|
Cost |
|
At 1 June 2018 |
3,300,217 |
|
Prior year adjustment |
101,000 |
|
At 1 June 2018 restated |
3,401,217 |
|
Additions |
- |
|
At 31 May 2019 |
3,401,217 |
|
|
|
|
|
|
|
|
|
|
Impairment review |
|
At 1 June 2018 |
113,477 |
|
Provided during the year |
43,628 |
|
At 31 May 2019 |
157,105 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 May 2019 |
3,244,112 |
|
At 31 May 2018 |
3,186,740 |
|
|
|
|
|
|
|
|
|
|
Goodwill is not being amortised and impairment reviews are carried at the end of the financial year ended. The economic life of goodwill could not be determined.
|
|
9 |
Tangible fixed assets |
|
|
|
|
|
|
Office furniture and equipment |
|
Total |
|
|
|
|
|
|
At cost |
£ |
£ |
|
Cost or valuation |
|
At 1 June 2018 |
24,396 |
|
24,396 |
|
Additions |
3,117 |
|
3,117 |
|
Disposals |
(7,306) |
|
(7,306) |
|
At 31 May 2019 |
20,207 |
|
20,207 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 June 2018 |
12,045 |
|
12,045 |
|
Charge for the year |
4,253 |
|
4,253 |
|
On disposals |
(7,306) |
|
(7,306) |
|
At 31 May 2019 |
8,992 |
|
8,992 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 May 2019 |
11,215 |
|
11,215 |
|
At 31 May 2018 |
12,351 |
|
12,351 |
|
|
|
|
|
|
|
|
|
10 |
Investments |
Investments in |
subsidiary |
undertakings |
Total |
£ |
£ |
|
Cost |
|
At 1 June 2018 |
101,000 |
|
101,000 |
|
Prior year adjustments |
(101,000) |
|
(101,000) |
|
|
At 31 May 2019 |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Historical cost |
|
At 1 June 2018 |
101,000 |
|
At 31 May 2019 |
- |
|
|
|
|
|
|
|
11 |
Stocks |
2019 |
|
2018 |
£ |
£ |
|
|
Finished goods and goods for resale |
1,070,932 |
|
501,016 |
|
|
|
|
|
|
|
|
|
|
12 |
Debtors |
2019 |
|
2018 |
£ |
£ |
|
|
Trade debtors |
2,743,855 |
|
4,358,800 |
|
Prepayments and accrued income |
7,341 |
|
853 |
|
|
|
|
|
|
2,751,196 |
|
4,359,653 |
|
|
|
|
|
|
|
|
|
13 |
Investments held as current assets |
2019 |
|
2018 |
£ |
£ |
|
Fair value |
|
Unlisted investments |
513,347 |
|
513,347 |
|
|
|
|
|
|
|
|
|
|
The directors are of the opinion that the difference between the fair value and the historical costs of the unlisted Investments are not material for unrealised profit or loss on unlisted investments to be shown in the Profit and loss account. |
|
14 |
Creditors: amounts falling due within one year |
2019 |
|
2018 |
£ |
£ |
|
|
Trade creditors |
1,985,137 |
|
3,369,286 |
|
Corporation tax |
309,132 |
|
147,095 |
|
Other taxes and social security costs |
3,014 |
|
99,636 |
|
Other creditors |
368,334 |
|
(2,240) |
|
Accruals and deferred income |
169,128 |
|
139,983 |
|
|
|
|
|
|
2,834,745 |
|
3,753,760 |
|
|
|
|
|
|
|
|
|
15 |
Share capital |
Nominal |
|
2019 |
|
2019 |
|
2018 |
value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares
|
£1 each |
|
10,225,000 |
|
10,225,000 |
|
10,225,000 |
|
|
|
|
|
|
|
|
|
16 |
Profit and loss account |
2019 |
|
2018 |
£ |
£ |
|
|
At 1 June |
2,344,568 |
|
1,804,043 |
|
Profit for the financial year |
1,268,629 |
|
633,175 |
|
Dividends |
(1,056,508) |
|
(92,650) |
|
|
At 31 May |
2,556,689 |
|
2,344,568 |
|
|
|
|
|
|
|
|
|
|
17 |
Dividends |
2019 |
|
2018 |
£ |
£ |
|
|
Dividends on ordinary shares (note 16) |
1,056,508 |
|
92,650 |
|
18 |
Related party transactions |
|
|
Dividend paid from Whatmore Holdings Ltd to Mr Matthew F Nash was £868,141 in 2019 and £ 91,464 in the accounts for year ended 31 May 2018. A dividend of £1,000,000 in 2019 and £ 92,650 was paid to Whatmore Holdings Ltd, the parent company, by Bryan W Nash & Sons Ltd for the accounts year ended 31 May 2018.
|
|
|
19 |
Controlling party |
|
|
The whole of the ordinary shares were owned by Whatmore Holdings Ltd. Mr Matthew F Nash, the managing director is a shareholder of significant influence in Whatmore Holdings Ltd, hence, Bryan W Nash & Sons Ltd.
|
|
20 |
Presentation currency |
|
|
The financial statements are presented in Sterling.
|
|
|
21 |
Legal form of entity and country of incorporation |
|
|
Whatmore Holdings Ltd is a private company limited by shares and incorporated in England. |
|
22 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
Whatmore House |
|
136 South Street |
|
Dorking |
|
Surrey |
|
England, RH4 2EU |
|
|
23 |
Reconciliations on adoption of FRS 102 |
|
|
Profit and loss for the year ended 31 May 2018 |
£ |
|
|
Profit under former UK GAAP |
633,175 |
|
|
Profit under FRS 102 |
633,175 |
|
|
|
|
|
|
|
|
Balance sheet at 31 May 2018 |
£ |
|
|
Equity under former UK GAAP |
12,569,568 |
|
|
Equity under FRS 102 |
12,569,568 |
|
|
|
|
|
|
|
|
Balance sheet at 1 June 2017 |
£ |
|
|
Equity under former UK GAAP |
- |
|
|
Equity under FRS 102 |
- |
|
|
|
|
|
|
|