Company Registration No. 10404128 (England and Wales)
R&G ACQUISITIONS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
R&G ACQUISITIONS LTD
COMPANY INFORMATION
Directors
Mr C F Ford
Mr G Dallimore
Mr R J Davies
Company number
10404128
Registered office
71A Roman Way
Longridge Road
Ribbleton
Preston
PR2 5BE
Auditor
MHA Moore and Smalley
Richard House
9 Winckley Square
Preston
PR1 3HP
R&G ACQUISITIONS LTD
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8 - 9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13 - 14
Notes to the financial statements
15 - 42
R&G ACQUISITIONS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2018
- 1 -
The directors present the strategic report for the year ended 31 December 2018.
Fair review of the business
Group turnover in the period reached £20,087,461 (2017: £9,643,150). Under the qualified leadership of the directors and the Board, the group has continued its impressive record of sales order growth throughout the period.
A gross profit of £9,505,686 (2017: £3,801,989), at a gross margin of 47.3% (2017: 39.4%) was achieved, which is pleasing.
The directors are very pleased with the performance of the group and would like to take this opportunity to thank our staff for their work over the period under report. We would also like to thank our partners for their continued support, all of which, help maintain the R&G Acquisitions group brand within the industry.
Net assets totalled £3,959,548 (2017: £2,266,480) as the group continues to make improvements to its manufacturing facilities and improve efficiencies in overheads and purchasing spend.
Principal risks and uncertainties
The directors have identified the following principal risks and uncertainties affecting the group:
Market risk:
The group is affected by the relative availability and market price of the various commodity inputs which are core requirements for our product range. The group has limited exposure to foreign currency fluctuations and considers forward exchange contracts for major foreign currency exposure where appropriate.
Legislative and regulatory risk:
The directors remain alert to the impact of regulatory and legislative changes on the group's operations. Factors such as 'Brexit' and the uncertainty relating to the United Kingdom's future trading relationship with the European Union is of significant concern.
Funding and liquidity:
Funding requirements are managed for both the short and long term cash flow needs of the group's businesses, ensuring sufficient funds are available for operations and other projects. The trading patterns and business plans, together with budgets, are agreed with the board and banking relationship partners.
Future developments
The Directors plan to maintain management policies that have produced the satisfactory results achieved during the year.
Key performance indicators
Apart from those measures identified above in the business review, the directors are of the opinion that no further inclusion of financial and non-financial key performance indicators are necessary for an understanding of the development, performance or position of the group's businesses.
Mr C F Ford
Director
18 June 2019
R&G ACQUISITIONS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2018
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2018.
Principal activities
The principal activity of the entity is that of a holding company. The principal activities of the group lie within the import, sale and distribution of industrial hoses, couplings along with complementary products and services in the industrial liquid transfer and pneumatic sectors.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr C F Ford
Mr G Dallimore
Mr B K Scowcroft
(Resigned 29 September 2018)
Mr R J Davies
Results and dividends
The results for the year are set out on page 7.
During the period ordinary dividends were paid to group non-controlling interests amounting to £296,680. The directors do not recommend payment of a further dividend.
Auditor
The auditor, MHA Moore and Smalley, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
Strategic report
The
group
has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the
group
's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of
the principal risks and uncertainties and financial risk management.
On behalf of the board
Mr C F Ford
Director
18 June 2019
R&G ACQUISITIONS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2018
- 3 -
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.
R&G ACQUISITIONS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF R&G ACQUISITIONS LTD
- 4 -
Opinion
We have audited the
financial statements of R&G Acquisitions Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2018 which comprise 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 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 December 2018 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.
R&G ACQUISITIONS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF R&G ACQUISITIONS LTD
- 5 -
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' Responsibilities Statement, 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.
R&G ACQUISITIONS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF R&G ACQUISITIONS LTD
- 6 -
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Joe Sullivan (Senior Statutory Auditor)
for and on behalf of MHA Moore and Smalley
Chartered Accountants
Statutory Auditor
Richard House
9 Winckley Square
Preston
PR1 3HP
18 June 2019
R&G ACQUISITIONS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2018
- 7 -
Year
Period
ended
ended
31 December
31 December
2018
2017
Notes
£
£
Turnover
3
20,087,461
9,643,150
Cost of sales
(10,581,775)
(5,841,161)
Gross profit
9,505,686
3,801,989
Administrative expenses
(8,051,862)
(2,937,660)
Other operating income/(expenses)
163,060
(20,860)
Profit on disposal of operations
4
-
238,192
Profit on foreign exchange
4
-
12,788
Group reorganisation costs
4
(204,694)
-
Operating profit
5
1,412,190
1,094,449
Share of results of associates and joint ventures
301,486
-
Interest receivable and similar income
9
129,504
(598,204)
Interest payable and similar expenses
10
(196,141)
(67,869)
Profit before taxation
1,647,039
428,376
Tax on profit
11
(205,806)
(121,871)
Profit for the financial year
30
1,441,233
306,505
Profit for the financial year is attributable to:
- Owners of the parent company
1,244,758
191,231
- Non-controlling interests
196,475
115,274
1,441,233
306,505
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,244,758
191,231
- Non-controlling interests
196,475
115,274
1,441,233
306,505
R&G ACQUISITIONS LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2018
31 December 2018
- 8 -
2018
2017
Notes
£
£
£
£
Fixed assets
Goodwill
13
6,830,995
2,146,955
Other intangible assets
13
16,149
-
Total intangible assets
6,847,144
2,146,955
Tangible assets
15
3,958,674
1,522,669
Investments
16
3,164,514
(2,379,537)
13,970,332
1,290,087
Current assets
Stocks
21
6,029,342
2,475,896
Debtors
22
6,124,918
2,847,074
Cash at bank and in hand
1,010,439
40,898
13,164,699
5,363,868
Creditors: amounts falling due within one year
23
(10,799,121)
(3,425,965)
Net current assets
2,365,578
1,937,903
Total assets less current liabilities
16,335,910
3,227,990
Creditors: amounts falling due after more than one year
24
(12,267,824)
(1,207,790)
Provisions for liabilities
27
(108,538)
-
Net assets
3,959,548
2,020,200
Capital and reserves
Called up share capital
29
1,100
-
Other reserves
30
1,610,000
1,610,000
Profit and loss reserves
30
1,474,589
191,231
Equity attributable to owners of the parent company
3,085,689
1,801,231
Non-controlling interests
873,859
218,969
3,959,548
2,020,200
R&G ACQUISITIONS LTD
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2018
31 December 2018
- 9 -
The financial statements were approved by the board of directors and authorised for issue on 18 June 2019 and are signed on its behalf by:
18 June 2019
Mr C F Ford
Director
R&G ACQUISITIONS LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2018
31 December 2018
- 10 -
2018
2017
Notes
£
£
£
£
Fixed assets
Tangible assets
15
150,994
-
Investments
16
9,550,605
-
9,701,599
-
Current assets
Debtors
22
3,938,103
-
Cash at bank and in hand
441,152
-
4,379,255
-
Creditors: amounts falling due within one year
23
(4,784,334)
-
Net current liabilities
(405,079)
-
Total assets less current liabilities
9,296,520
-
Creditors: amounts falling due after more than one year
24
(8,918,350)
-
Net assets
378,170
-
Capital and reserves
Called up share capital
29
1,100
-
Profit and loss reserves
30
377,070
-
Total equity
378,170
-
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
period
was £338,470 (2017 - £0 profit).
The financial statements were approved by the board of directors and authorised for issue on 18 June 2019 and are signed on its behalf by:
18 June 2019
Mr C F Ford
Director
Company Registration No. 10404128
R&G ACQUISITIONS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018
- 11 -
Share capital
Other reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 30 September 2016
-
-
-
-
-
-
Period ended 31 December 2017:
Profit and total comprehensive income for the period
-
-
191,231
191,231
115,274
306,505
Dividends
12
-
-
-
-
(134,460)
(134,460)
Creation of merger reserve
-
1,610,000
-
1,610,000
-
1,610,000
Other movements
-
-
-
-
238,155
238,155
Balance at 31 December 2017
-
1,610,000
191,231
1,801,231
218,969
2,020,200
Period ended 31 December 2018:
Profit and total comprehensive income for the period
-
-
1,244,758
1,244,758
196,475
1,441,233
Issue of share capital
29
100
-
-
100
-
100
Dividends
12
-
-
(206,680)
(206,680)
(90,000)
(296,680)
Purchase of shares in subsidiary from non-controlling interest
31
-
-
-
-
(4,324)
(4,324)
Other movements
31
-
-
-
-
552,739
552,739
Balance at 31 December 2018
1,100
1,610,000
1,474,589
3,085,689
873,859
3,959,548
Check CY
100
1,610,000
1,229,309
2,839,409
873,859
3,713,268
Difference CY
1,000
-
245,280
246,280
-
246,280
Difference - opening bal of PY less adjusted closing bal of PPY
(1,103)
-
230,109
-
R&G ACQUISITIONS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 30 September 2016
-
-
-
Period ended 31 December 2017:
Profit and total comprehensive income for the period
-
-
-
Balance at 31 December 2017
-
-
-
Period ended 31 December 2018:
Profit and total comprehensive income for the period
-
338,470
338,470
Issue of share capital
29
100
-
100
Dividends
12
-
(206,680)
(206,680)
Balance at 31 December 2018
1,100
377,070
378,170
Check CY
100
131,790
131,890
Difference CY
1,000
245,280
246,280
R&G ACQUISITIONS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2018
- 13 -
2018
2017
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
37
6,871,605
(2,170,095)
Interest paid
(196,141)
(67,869)
Income taxes paid
(249,738)
(2,647)
Net cash inflow/(outflow) from operating activities
6,425,726
(2,240,611)
Investing activities
Purchase of business
(3,872,500)
(507,348)
Purchase of tangible fixed assets
(361,978)
(38,757)
Proceeds on disposal of tangible fixed assets
91,260
36,491
Proceeds on disposal of subsidiaries
(2,379,537)
2,379,537
Purchase of associates
-
(1,365,289)
Proceeds on disposal of associates
(1,365,289)
1,365,289
Purchase of joint ventures
(1,497,739)
-
Proceeds from other investments and loans
(24,810)
27,476
Interest received
4,504
1,796
Dividends received
125,000
(600,000)
Net cash (used in)/generated from investing activities
(9,281,089)
1,299,195
Financing activities
Proceeds from issue of shares
100
-
Proceeds from issue of preference shares
2,000,000
-
Repayment of borrowings
(39,878)
(132,844)
Proceeds of new bank loans
709,051
294,238
Repayment of bank loans
(195,103)
(25,473)
Payment of finance leases obligations
(244,378)
(195,775)
Dividends paid to equity shareholders
(206,680)
-
Dividends paid to non-controlling interests
(90,000)
(134,460)
Net cash generated from/(used in) financing activities
1,933,112
(194,314)
Net decrease in cash and cash equivalents
(922,251)
(1,135,730)
Cash and cash equivalents at beginning of year
(1,178,603)
47,074
Cash and cash equivalents at end of year
(1,854,574)
(1,178,603)
R&G ACQUISITIONS LTD
GROUP STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
2018
2017
Notes
£
£
£
£
- 14 -
Relating to:
Cash at bank and in hand
1,010,439
40,898
Bank overdrafts included in creditors payable within one year
(2,865,013)
(1,219,501)
CASH FLOW OUT OF BALANCE BY:
(246,280)
89,947
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
- 15 -
1
Accounting policies
Company information
R&G Acquisitions Ltd
(“the company”)
is a
private
limited company domiciled and incorporated in England and Wales.
The registered office is
71A Roman Way, Longridge Road, Ribbleton, Preston, PR2 5BE.
The group consists of R&G Acquisitions Ltd and all of its 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. The principal accounting policies adopted are set out below.
Th
is
company is a qualifying entity for the purposes of FRS 102, being
the parent
member of a group
which
prepares
these
consolidated financial statements, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. Th
is
company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the
se
consolidated financial statements:
-
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash
f
low and related notes and disclosures;
-
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts
of financial instrument
s
;
-
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.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 16 -
The consolidated financial statements incorporate those of R&G Acquisitions Ltd 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
period
are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 December 2018
.
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.
Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. In the group financial statements, associates are accounted for
using the equity method.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a
contractual arrangement are treated as joint ventures.
In the group financial statements, joint ventures are accounted for using the equity method.
1.3
Going concern
At the time of approving the financial statements, the directors have
every
expectation that the
group
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
Reporting period
The previous financial statements covered the period from incorporation on 30 September 2016 to 31 December 2017. The current financial statements cover the year from 1 January 2018 to 31 December 2018. As a result, the two accounting periods are not entirely comparable.
1.5
Turnover
Turnover is
measured
at the fair value of the consideration received or receivable
and represents amounts receivable
for goods
and hire of goods
provided in the normal course of business,
net of discounts and VAT.
Turnover is recognised when the significant risks and rewards of ownership have passed to the customer. This is normally upon dispatch of the goods to the customer.
Turnover from the hire of equipment is recognised equally over the period of hire.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 17 -
1.6
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.
1.7
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably.
Amortisation 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:
Computer software
20% per annum on cost
Patents & licences
20% per annum on cost
Website costs
20% per annum on cost
1.8
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2% per annum on cost
Leasehold property and improvements
2% per annum on cost
Plant and machinery
10-25% per annum on reducing balance
Fixtures, fittings and equipment
15% per annum on reducing balance
Computers
15-25% per annum on reducing balance
Motor vehicles
25% per annum on 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.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 18 -
1.9
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
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The
group
considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the
group
has a long term interest and shares control under a contractual arrangement are classified as
joint ventures.
In the
parent c
ompany financial statements, investments in associates
and joint ventures
are accounted for at cost less impairment.
1.10
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.
1.11
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 are measured using the first in first out method of accounting.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.12
Cash at bank and in hand
Cash at bank and in hand
are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 19 -
1.13
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
All of the company's financial assets are basic financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 20 -
Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, 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.
Other financial liabilities
All of the company's financial liabilities are basic financial instruments.
Derecognition of financial liabilities
Financial liabilities are derecognised when the
group's contractual obligations expire or are discharged or cancelled.
1.14
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.
1.15
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.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 21 -
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
group
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.
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
d
asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.19
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 22 -
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Fixed asset investments and goodwill
The company has acquired subsidiary entities, a joint venture and an associate, with each acquisition recognised at cost. Subsequent to the initial investment, the investments are reviewed annually for impairment via a review of the investment's projected trading and cash flow. No impairment is recognised as future trading and cash flow forecasts demonstrate the investments generate sufficient profits to underpin the carrying value in the accounts.
The same considerations and principals abound when considering the goodwill recognised on consolidation in respect of the group's relevant business combination transactions.
Stock
The group carries a large range of stock lines and has a broad customer base. Stock is reviewed annually for obsolescence and physical cycle counts are carried out regularly, with a further full physical count completed at the balance sheet date. The group is satisfied that its stock management procedures are robust and further stock impairment provisions are no necessary.
Trade debtors
The group has a broad customer base, robust credit control procedures and historically very low levels of bad debt. The group is satisfied that a bad debt provision is not required.
3
Turnover and other revenue
2018
2017
£
£
Turnover analysed by class of business
Attributable to the group's principal activities
20,087,461
9,643,150
2018
2017
£
£
Other significant revenue
Interest income
4,504
1,796
Dividends received
125,000
(600,000)
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
3
Turnover and other revenue
(Continued)
- 23 -
2018
2017
£
£
Turnover analysed by geographical market
United Kingdom
20,087,461
9,643,150
4
Exceptional costs
2018
2017
£
£
Exceptional (gain)/loss on foreign exchange
-
(12,788)
Reorganisation costs
204,694
-
Profit on disposal of operations
-
(238,192)
204,694
(250,980)
A subsidiary company incurred one off costs related to the change in ownership during the year and through the subsequent restructuring of staffing, professional costs incurred and the waiving of amounts owed to it.
5
Operating profit
2018
2017
£
£
Operating profit for the period is stated after charging/(crediting):
Exchange (gains)/losses
(11,589)
19,454
Depreciation of owned tangible fixed assets
243,944
138,794
Depreciation of tangible fixed assets held under finance leases
103,113
66,967
Profit on disposal of tangible fixed assets
(12,921)
(970)
Amortisation of intangible assets
420,187
169,226
Impairment of intangible assets
-
32,500
Cost of stocks recognised as an expense
9,848,893
5,130,072
Operating lease charges
540,405
401,798
6
Auditor's remuneration
2018
2017
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
21,000
-
Audit of the financial statements of the company's subsidiaries
62,180
26,740
83,180
26,740
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 24 -
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2018
2017
2018
2017
Number
Number
Number
Number
Administration and warehouse
214
82
6
2
Management
4
4
4
4
218
86
10
6
Their aggregate remuneration comprised:
Group
Company
2018
2017
2018
2017
£
£
£
£
Wages and salaries
4,781,424
1,614,595
667,345
-
Social security costs
360,474
165,781
32,212
-
Pension costs
139,472
67,836
2,986
-
5,281,370
1,848,212
702,543
-
8
Directors' remuneration
2018
2017
£
£
Remuneration for qualifying services
250,200
110,802
Company pension contributions to defined contribution schemes
-
4,802
250,200
115,604
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2018
2017
£
£
Remuneration for qualifying services
166,200
-
As total directors' remuneration was less than £200,000 in the
prior
period
, no disclosure is provided for that
period
.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 25 -
9
Interest receivable and similar income
2018
2017
£
£
Interest income
Interest on bank deposits
4,504
1,796
Other income from investments
Dividends received
125,000
-
Total income excluding fixed asset investments
129,504
1,796
Income from fixed asset investments
Income from shares in group undertakings
-
(600,000)
Total income
129,504
(598,204)
10
Interest payable and similar expenses
2018
2017
£
£
Interest on bank overdrafts and loans
32,743
9,997
Interest on finance leases and hire purchase contracts
34,723
19,888
Interest on invoice finance arrangements
6,784
-
Dividends on redeemable preference shares not classified as equity
20,000
-
Other interest
101,891
37,984
Total finance costs
196,141
67,869
11
Taxation
2018
2017
£
£
Current tax
UK corporation tax on profits for the current period
263,486
93,112
Adjustments in respect of prior periods
(116,496)
-
Total current tax
146,990
93,112
Deferred tax
Origination and reversal of timing differences
78,268
48,059
Changes in tax rates
(21,365)
(5,538)
Adjustment in respect of prior periods
1,913
(13,762)
Total deferred tax
58,816
28,759
Total tax charge
205,806
121,871
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
11
Taxation
(Continued)
- 26 -
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:
2018
2017
£
£
Profit before taxation
1,647,039
428,376
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2017: 19.25%)
312,937
82,448
Tax effect of expenses that are not deductible in determining taxable profit
34,203
19,532
Tax effect of income not taxable in determining taxable profit
(57,282)
(45,844)
Change in unrecognised deferred tax assets
(5,759)
-
Effect of change in corporation tax rate
(21,365)
(5,538)
Depreciation on assets not qualifying for tax allowances
1,956
259
Amortisation on assets not qualifying for tax allowances
79,449
30,646
Under/(over) provided in prior years
(116,496)
-
Deferred tax adjustments in respect of prior years
1,913
(13,762)
Dividend income
(23,750)
(3,608)
Taxation charge
205,806
64,133
Taxation charge in the financial statements
205,806
121,871
Reconciliation - the current year tax charge does not reconcile to the above analysis. Please review figures in the database.
-
(57,738)
The Chancellor stated his intention to reduce the main rate of cropration tax from 19% to 17% from 1 April 2020. This change was substantively enacted on 6 September 2016.
12
Dividends
2018
2017
£
£
Final paid
206,680
-
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 27 -
13
Intangible fixed assets
Group
Note
Goodwill
Computer software
Patents & licences
Website costs
Total
£
£
£
£
£
Cost
At 1 January 2018
2,348,681
-
-
-
2,348,681
Additions - internally developed
-
1,179
15,151
1,018
17,348
Additions - separately acquired
6,667
-
-
-
6,667
Additions - business combinations
31
5,096,361
-
-
-
5,096,361
At 31 December 2018
7,451,709
1,179
15,151
1,018
7,469,057
Amortisation and impairment
At 1 January 2018
201,726
-
-
-
201,726
Amortisation charged for the year
418,988
-
833
366
420,187
At 31 December 2018
620,714
-
833
366
621,913
Carrying amount
At 31 December 2018
6,830,995
1,179
14,318
652
6,847,144
At 31 December 2017
2,146,955
-
-
-
2,146,955
The company had no intangible fixed assets at 31 December 2018 or 31 December 2017.
More information on the impairment arising in the year is given in note 14.
14
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2018
2017
Notes
£
£
In respect of:
Goodwill
13
-
32,500
Recognised in:
Administrative expenses
-
32,500
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 28 -
15
Tangible fixed assets
Group
Freehold land and buildings
Leasehold property and improvements
Plant and machinery
Fixtures, fittings and equipment
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2018
-
551,339
828,933
63,050
12,382
164,799
1,620,503
Additions
443,539
417,276
497,548
472,767
27,558
1,002,713
2,861,401
Disposals
-
-
-
-
-
(194,326)
(194,326)
At 31 December 2018
443,539
968,615
1,326,481
535,817
39,940
973,186
4,287,578
Depreciation and impairment
At 1 January 2018
-
17,952
53,213
15,800
2,379
8,490
97,834
Depreciation charged in the year
-
23,677
136,337
39,263
4,926
142,854
347,057
Eliminated in respect of disposals
-
-
-
-
-
(115,987)
(115,987)
At 31 December 2018
-
41,629
189,550
55,063
7,305
35,357
328,904
Carrying amount
At 31 December 2018
443,539
926,986
1,136,931
480,754
32,635
937,829
3,958,674
At 31 December 2017
-
533,387
775,720
47,250
10,003
156,309
1,522,669
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 29 -
Company
Fixtures, fittings and equipment
£
Cost
At 1 January 2018
-
Additions
155,516
At 31 December 2018
155,516
Depreciation and impairment
At 1 January 2018
-
Depreciation charged in the year
4,522
At 31 December 2018
4,522
Carrying amount
At 31 December 2018
150,994
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
2018
2017
2018
2017
£
£
£
£
Plant and machinery
278,046
290,393
-
-
Fixtures, fittings and equipment
47,696
-
47,696
-
Motor vehicles
679,735
181,345
-
-
1,005,477
471,738
47,696
-
16
Fixed asset investments
Group
Company
2018
2017
2018
2017
Notes
£
£
£
£
Investments in subsidiaries
17
-
(2,379,537)
6,687,577
-
Investments in associates
18
1,578,980
-
1,365,289
-
Investments in joint ventures
19
1,585,534
-
1,497,739
-
3,164,514
(2,379,537)
9,550,605
-
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
16
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Group
Shares in group undertakings and participating interests
£
Cost or valuation
At 1 January 2018
(2,379,537)
Additions
1,497,739
Share of profits in year
301,486
At 31 December 2018
(580,312)
Carrying amount
At 31 December 2018
(580,312)
At 31 December 2017
(2,379,537)
Error! Does not agree to TB:
3,164,514
Difference
(3,744,826)
Movements in fixed asset investments
Company
Shares in group undertakings and participating interests
£
Cost or valuation
At 1 January 2018
-
Additions
5,805,779
At 31 December 2018
5,805,779
Carrying amount
At 31 December 2018
5,805,779
At 31 December 2017
-
Error! Does not agree to TB:
9,550,605
Difference
(3,744,826)
17
Subsidiaries
Details of the company's subsidiaries at 31 December 2018 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
17
Subsidiaries
(Continued)
- 31 -
Century Hose Limited
United Kingdom
Import, sale and distribution of industrial and hydraulic hose
Ordinary
70.00
Flexicon Industrial Supplies Limited
United Kingdom
Manufacture, sale and distribution of industrial hose assemblies and fittings
Ordinary
100.00
Industrial Hose & Pipe Fittings Limited
United Kingdom
Manufacture and supply of hose fittings and turned parts
Ordinary
100.00
Integraflex (Yorkshire) Ltd
United Kingdom
Manufacture, sale and distribution of industrial hose asssemblies and fittings
Ordinary
100.00
Integraflex Ltd
United Kingdom
Manufacture, sale and distribution of industrial hose asssemblies and fittings
Ordinary
100.00
Millennium Coupling Company Ltd
United Kingdom
Import, sale and distribution of hose couplings
Ordinary
100.00
Millennium Engineering (2012) Ltd
United Kingdom
Bespoke manufacture, design and supply of industrial and hydraulic hose couplings
Ordinary
100.00
One Stop Sealing Limited
United Kingdom
Manufacture, sale and distribution of sealants and hose assemblies
Ordianry
100.00
Northern Hose & Hydraulics Limited
United Kingdom
Dormant
Ordinary
100.00
Fluid Power Products Limited
United Kingdom
Dormant
Ordinary
100.00
R&G Investments Limited
United Kingdom
Holding company
Ordinary
100.00
Rubberfast Limited
United Kingdom
Merchants of rubber and associated products
Ordinary
100.00
Pneumatic Services Limited
United Kingdom
Holding company
Ordinary
67.50
-
Pennine Air Holdings Limited
United Kingdom
Holding company
Ordinary
67.50
Pennine Pneumatic Services Limited
United Kingdom
Supply of specialist compressed air equipment and services
Ordinary
67.50
Hyphose Limited
United Kingdom
Manufacture and distributino of hose assemblies and related products
Ordinary
100.00
Ferschl Hose and Hydraulics Limited
United Kingdom
Supply of flexible hose products
Ordinary
100.00
Hose & Hydraulics Group Limited
United Kingdom
Holding company
Ordinary
100.00
Pressurelines Hose & Hydraulics Limited
United Kingdom
Supply of flexible hose products
Ordinary
100.00
Exeter Hose & Hydraulics Limited
United Kingdom
Supply of flexible hose products
Ordinary
100.00
North Devon Hose & Hydraulics Limited
United Kingdom
Supply of flexible hose products
Ordinary
100.00
Somerset Hose & Hydraulics Limited
United Kingdom
Supply of flexible hose products
Ordinary
100.00
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
17
Subsidiaries
(Continued)
- 32 -
West Cornwall Hose & Hydraulics Limited
United Kingdom
Supply of flexible hose products
Ordinary
100.00
Henry Gallacher Limited
United Kingdom
Provision of fast emergency gasket cutting services
Ordinary
100.00
18
Associates
Details of associates at 31 December 2018 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Pearson Hydraulics Limited
United Kingdom
Design and distribution of hydraulic components
Ordinary
33.33
19
Joint ventures
Details of joint ventures at 31 December 2018 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Merseyflex Limited
United Kingdom
Import, sale and distribution of industrial hose and fittings
Ordinary
50.00
20
Financial instruments
Group
Company
2018
2017
2018
2017
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
5,808,824
2,773,005
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
22,058,070
4,237,960
n/a
n/a
As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments
,
denoted by
'
n/a
'
above
.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 33 -
21
Stocks
Group
Company
2018
2017
2018
2017
£
£
£
£
Work in progress
34,095
-
-
-
Finished goods and goods for resale
5,995,247
2,475,896
-
-
6,029,342
2,475,896
-
-
22
Debtors
Group
Company
2018
2017
2018
2017
Amounts falling due within one year:
£
£
£
£
Trade debtors
5,405,893
2,532,137
87,640
-
Corporation tax recoverable
-
2,112
-
-
Amounts owed by group undertakings
-
-
3,617,936
-
Amounts owed by undertakings in which the company has a participating interest
57,026
-
57,026
-
Other debtors
358,388
240,868
67,741
-
Prepayments and accrued income
303,611
28,540
106,200
-
6,124,918
2,803,657
3,936,543
-
Amounts falling due after more than one year:
Deferred tax asset (note 27)
-
43,417
1,560
-
Total debtors
6,124,918
2,847,074
3,938,103
-
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 34 -
23
Creditors: amounts falling due within one year
Group
Company
2018
2017
2018
2017
Notes
£
£
£
£
Bank loans and overdrafts
25
3,036,583
1,254,387
-
-
Obligations under finance leases
26
341,290
127,651
14,422
-
Other borrowings
25
175,375
130,000
45,375
-
Trade creditors
3,989,037
1,558,026
36,020
-
Amounts owed to group undertakings
-
(471,542)
3,806,771
-
Corporation tax payable
329,910
200,917
-
-
Other taxation and social security
678,965
194,878
22,755
-
Other creditors
1,757,209
92,426
824,097
-
Accruals and deferred income
490,752
339,222
34,894
-
10,799,121
3,425,965
4,784,334
-
Finance lease obligations are secured over the assets to which they relate.
24
Creditors: amounts falling due after more than one year
Group
Company
2018
2017
2018
2017
Notes
£
£
£
£
Bank loans and overdrafts
25
634,093
256,829
-
-
Obligations under finance leases
26
491,008
141,305
29,127
-
Other borrowings
25
3,363,125
809,656
2,680,625
-
Other creditors
7,779,598
-
6,208,598
-
12,267,824
1,207,790
8,918,350
-
Finance lease obligations are secured over the assets to which they relate.
Amounts included above which fall due after five years are as follows:
Payable by instalments
162,500
292,500
-
-
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 35 -
25
Loans and overdrafts
Group
Company
2018
2017
2018
2017
£
£
£
£
Bank loans
805,663
291,715
-
-
Bank overdrafts
2,865,013
1,219,501
-
-
Preference shares
2,000,000
-
2,000,000
-
Other loans
1,538,500
939,656
726,000
-
7,209,176
2,450,872
2,726,000
-
Payable within one year
3,211,958
1,384,387
45,375
-
Payable after one year
3,997,218
1,066,485
2,680,625
-
Bank loans are secured by a debenture, incorporating a fixed and floating charge over the current and future assets of a subsidiary company, along with a first charge over the freehold land and buildings of that company.
Invoice finance facilities, stated within bank overdrafts, are secured over the trade debtor books of the relevant group companies.
Preference shares do not carry any voting rights and are redeemable at the direction of the holder, after giving due notice to the Board of Directors. Accordingly these shares are classified as debt within the financial statements. The holders are entitled to a fixed cumulative preferential dividend of 6% per annum. The preference share rights upon wind up or capital distribution, are limited to par plus dividend arrears.
Other loans are repayable in two tranches. Firstly, in quarterly instalments of £32,500 with interest charged at 3% above base rate. Secondly, in quarterly instalments of £45,375, commencing in November 2019, with no interest levied.
26
Finance lease obligations
Group
Company
2018
2017
2018
2017
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
381,671
143,522
22,500
-
In two to five years
534,359
159,610
33,827
-
916,030
303,132
56,327
-
Less: future finance charges
(83,732)
(34,176)
(12,778)
-
832,298
268,956
43,549
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is up to 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 36 -
27
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2018
2017
2018
2017
Group
£
£
£
£
Accelerated capital allowances
263,905
-
-
(180,141)
Tax losses
(190,625)
-
-
236,124
Revaluations
37,410
-
-
-
Short term timing differences
(2,152)
-
-
474
108,538
-
-
56,457
Statutory database figures differ from the trial balance:
Deferred tax balances
108,538
-
-
43,417
Difference
-
-
-
13,040
Liabilities
Liabilities
Assets
Assets
2018
2017
2018
2017
Company
£
£
£
£
Accelerated capital allowances
-
-
(12,069)
-
Tax losses
-
-
13,629
13,040
-
-
1,560
13,040
Statutory database figures differ from the trial balance:
Deferred tax balances
-
-
1,560
-
Difference
-
-
-
13,040
Group
Company
2018
2018
Movements in the year:
£
£
Liability/(asset) at 1 January 2018
(43,417)
-
Charge to profit or loss
78,268
12,376
Effect of change in tax rate - profit or loss
(21,365)
(1,303)
Other
108,092
407
Liability at 31 December 2018
121,578
11,480
Balance per TB
108,538
(1,560)
Warning - Difference exists; check stat db entries
(13,040)
(13,040)
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
27
Deferred taxation
(Continued)
- 37 -
It is not possible to quantify the amounts expected to reverse over the upcoming twelve months owing to uncertainties over the group's expected profit and its capital expenditure programme for the next financial year.
During the year, the group acquired deferred tax liabilities of £106,179. This, along with a prior year adjustment of £1,913, make up the other changes noted above.
28
Retirement benefit schemes
2018
2017
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
139,472
67,836
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.
29
Share capital
Group and company
2018
2017
Ordinary share capital
£
£
Issued and fully paid
500 Ordinary A shares of £1 each
500
-
250 Ordinary B shares of £1 each
250
-
250 Ordinary C shares of £1 each
250
-
5 (2017: -) Ordinary D shares of £1 each
5
-
5 (2017: -) Ordinary E shares of £1 each
5
-
45 (2017: -) Ordinary F shares of £1 each
45
-
23 (2017: -) Ordinary G shares of £1 each
23
-
22 (2017: -) Ordinary H shares of £1 each
22
-
1,100
-
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
29
Share capital
(Continued)
- 38 -
On 2 May 2018, 5 £1 Ordinary D shares, 5 £1 Ordinary E shares, 45 £1 Ordinary F shares, 23 £1 Ordinary G shares and 22 £1 Ordinary H shares were issued at par.
Ordinary B shares entitle the holder to veto any of the following:
-
the company arranging finance or borrowings in excess of £100,000;
-
the dilution of shareholdings, or alteration of rights attached to any of the existing classes of shares in the company;
-
the employment of key individuals involved in the management of the company or its subsidiaries.
Upon wind-up or in the event of a full or partial share disposal, any fair value shall be attributed as follows:
-
the first tranche exclusively to the holders of the £1 Ordinary B and C holders;
-
the next tranche equally to the holders of the £1 Ordinary A, B and C holders;
-
any value over and above the combined amounts covered by the above, shall be attributed to the holders of the £1 Ordinary D, E, F, G and H pro rata to the number of shares held by each party.
Other than as noted above, each class of shares ranks pari passu.
30
Reserves
Other reserves
Other reserves consist solely of a merger reserve. This was recognised to reflect the fair value of the net assets acquired within a business combination transaction during the prior period.
31
Acquisitions
On 1 January 2018 the company acquired 100% of the issued capital of Hose & Hydraulics Group Limited, and its five subsidiaires, Fluid Power Products Limited and Ferschl Hose & Hydraulics Limited.
On 12 January 2018, the company acquired 100% of the issued capital of R&G Investments Limited (formerly known as Rubberfast Holdings Limited), and its subsidiary.
On 24 January 2018, the company acquired 100% of the issued capital of Northern Hose & Hydraulics Limited.
On 1 April 2018, the company acquired 100% of the issued capital of Henry Gallacher Limited.
On 11 July 2018, the group acquired the final 5% of the issued capital of Integraflex Ltd, a subsidiary of Millennium Coupling Company Ltd.
On 18 October 2018, the company acquired 100% of the issued capital of Pneumatic Services Limited (formerly known as R&G Acquisitions No. 3 Limited), which then acquired 100% of the issued capital of Pennine Air Holdings Limited, and its subsidiary, on 1 November 2018.
On 20 December 2018, the company acquired 100% of of the issued capital Hyphose Limited.
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
31
Acquisitions
(Continued)
- 39 -
Book Value
Adjustments
Fair Value
£
£
£
Intangible assets
24,015
-
24,015
Property, plant and equipment
2,063,894
-
2,063,894
Inventories
2,757,905
-
2,757,905
Trade and other receivables
4,215,892
-
4,215,892
Cash and cash equivalents
640,347
-
640,347
Borrowings
(638,722)
-
(638,722)
Obligations under finance leases
(372,191)
-
(372,191)
Trade and other payables
(4,068,143)
-
(4,068,143)
Tax liabilities
(220,813)
-
(220,813)
Deferred tax
(106,179)
-
(106,179)
Total identifiable net assets
4,296,005
-
4,296,005
Non-controlling interests
(548,415)
Goodwill
5,096,361
Total consideration
8,843,951
The consideration was satisfied by:
£
Cash
4,512,847
Deferred consideration
4,331,104
8,843,951
Contribution by the acquired business for the reporting period included in the consolidated statement of comprehensive income since acquisition:
£
Turnover
7,265,176
Profit after tax
812,149
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 40 -
32
Operating lease commitments
Lessee
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
2018
2017
2018
2017
£
£
£
£
Within one year
390,823
201,054
-
-
Between two and five years
568,323
517,171
-
-
In over five years
65,020
61,100
-
-
1,024,166
779,325
-
-
33
Events after the reporting date
Subsequent to the period end, the company acquired the total issued share capital of a private limited company, incorporated in England and Wales.
34
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2018
2017
£
£
Aggregate compensation
282,412
163,685
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Sales
Purchases
2018
2017
2018
2017
£
£
£
£
Group
Entities with control, joint control or significant influence over the group
529,521
39,368
-
-
Entities over which the group has control, joint control or significant influence
-
-
290,897
-
Company
Entities with control, joint control or significant influence over the company
43,833
25,666
18,396
-
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
34
Related party transactions
(Continued)
- 41 -
Services provided
Interest charged
2018
2017
2018
2017
£
£
£
£
Group
Key management personnel
-
48,990
61,053
7,093
Other related parties
-
-
20,000
-
Company
Key management personnel
-
48,690
61,053
7,093
Other related parties
-
-
20,000
-
The group and company were paid dividends totalling £125,000 (2017: £18,750) by entities over the which the entity has control, joint control or significant influence.
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
2018
2017
£
£
Group
Entities over which the group has control, joint control or significant influence
160,315
-
Key management personnel
4,285,884
2,072,341
Other related parties
2,090,656
90,756
Company
Entities over which the company has control, joint control or significant influence
617,817
52,337
Key management personnel
4,285,884
2,072,179
Other related parties
2,000,000
-
The following amounts were outstanding at the reporting end date:
Amounts due from related parties
2018
2017
Balance
Balance
£
£
Group
Entities over which the group has control, joint control or significant influence
278,463
942
Key management personnel
796
-
Other related parties
-
17,790
R&G ACQUISITIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
34
Related party transactions
(Continued)
- 42 -
Company
Entities over which the company has control, joint control or significant influence
335,209
-
Key management personnel
45
-
35
Directors' transactions
Dividends totalling £131,079 (2017 - £0) were paid in the year in respect of shares held by the company's directors.
36
Controlling party
In the opinion of the directors, Mr C F Ford is considered to be the ultimate controlling party.
37
Cash generated from group operations
2018
2017
£
£
Profit for the year after tax
1,441,233
306,505
Adjustments for:
Share of results of associates and joint ventures
(301,486)
-
Taxation charged
205,806
121,871
Finance costs
196,141
67,869
Investment income
(129,504)
598,204
Gain on disposal of tangible fixed assets
(12,921)
(970)
Amortisation and impairment of intangible assets
420,187
201,726
Depreciation and impairment of tangible fixed assets
347,057
205,761
Movements in working capital:
(Increase) in stocks
(795,541)
(145,844)
Decrease/(increase) in debtors
917,329
(315,713)
Increase/(decrease) in creditors
4,583,304
(3,209,504)
Cash generated from/(absorbed by) operations
6,871,605
(2,170,095)
2018-12-31
2018-01-01
false
CCH Software
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Mr C F Ford
Mr G Dallimore
Mr B K Scowcroft
Mr R J Davies
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2018-01-01
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2018-01-01
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2018-01-01
2018-12-31
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2018-01-01
2018-12-31
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2018-01-01
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2018-01-01
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2018-01-01
2018-12-31
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2018-01-01
2018-12-31
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2018-01-01
2018-12-31
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2018-01-01
2018-12-31
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2018-01-01
2018-12-31
10404128
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2018-01-01
2018-12-31
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2018-12-31
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2018-12-31
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2018-12-31
10404128
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2018-12-31
10404128
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2018-12-31
10404128
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2018-01-01
2018-12-31
10404128
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2018-01-01
2018-12-31
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2018-12-31
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2018-01-01
2018-12-31
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