Registered number:
09443258
FOAM & SUBSTANCE LTD
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2022
|
FOAM & SUBSTANCE LTD
COMPANY INFORMATION
|
FOAM & SUBSTANCE LTD
CONTENTS
|
|
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
FOAM & SUBSTANCE LTD
REGISTERED NUMBER:
09443258
BALANCE SHEET
AS AT
31 MARCH 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOAM & SUBSTANCE LTD
REGISTERED NUMBER:
09443258
BALANCE SHEET
(CONTINUED)
AS AT
31 MARCH 2022
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The
financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on pages 4 to 12 form part of these financial statements.
* See note 13 for details of the restatement
|
|
FOAM & SUBSTANCE LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 MARCH 2022
|
|
|
|
|
|
|
|
At 1 April 2020 (as previously stated)
|
|
|
|
|
|
|
|
At 1 April 2020 (as restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2021 (as previously stated)
|
|
|
|
|
|
|
|
At 1 April 2021 (as restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 4 to 12 form part of these financial statements.
|
|
* See note 13 for details of the restatement
|
|
FOAM & SUBSTANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
Foam and Substance Limited is a private company, limited by shares, incorporated in England and Wales with registration number 09443258. The registered office address is Eighth Floor, 6 New Street Square, New Fetter Lane, London, EC4A 3AQ.
2.
Accounting policies
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of
Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
.
The following principal accounting policies have been applied:
|
|
Exemption from preparing consolidated financial statements
|
The
company
, and the
group
headed by it, qualify as small as set out in
section 383 of the Companies Act 2006
and the parent and
group
are considered eligible for the exemption to prepare consolidated accounts.
The directors have assessed the company's financial position and resources and believe that the company is well placed to manage its business risks. The directors expect the continued support of the ultimate controlling party for the foreseeable future and for at least twelve months from the date of signing of these financial statements. Accordingly the directors consider the adoption of the going concern basis in preparing these financial statements is appropriate.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
|
FOAM & SUBSTANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.
Accounting policies (continued)
|
|
Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other debtors and creditors, are initially measured at the present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are
|
FOAM & SUBSTANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.
Accounting policies (continued)
|
|
Financial instruments (continued)
|
payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙
at fair value with changes recognised in the Profit and Loss Account if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙
at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.
|
|
Foreign currency translation
|
Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
|
FOAM & SUBSTANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.
Accounting policies (continued)
Defined contribution pension plan
The company operated a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions were recognised as an expense in profit or loss when they fell due. Amounts not paid were shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
|
The average monthly number of employees, including directors, during the year was 3
(2021 -
3
)
.
|
|
FOAM & SUBSTANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
|
FOAM & SUBSTANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOAM & SUBSTANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
|
|
|
The following was a subsidiary undertaking of the company:
|
|
|
|
|
|
|
|
Eighth Floor, 6 New Street Square, New Fetter Lane, London, EC4A 3AQ
|
|
|
|
In addition to the above holding, the company held 60% of the issued B Shares and 100% of the issued C Shares. All of the shareholdings were directly held.
The A shares confer on the holders the right to attend and vote at general meetings of the relevant company. The B and C shares do not entitle the holders to any voting rights nor confer on the holders any right to receive notice of or to attend and vote at any general meetings of the relevant company.
|
|
The aggregate of the share capital and reserves as at 31 March 2022 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
|
|
|
Aggregate of share capital and reserves
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
Amounts owed by entities under common control
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings and by entities under common control are interest free, unsecured and repayable on demand.
|
|
FOAM & SUBSTANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
The other loans are interest free, unsecured and repayable on demand.
* See note 13 for details of the restatement
|
|
|
|
|
|
Financial assets measured at fair value through profit or loss
|
|
|
|
Financial assets measured at fair value through profit or loss comprise of cash at bank and in hand.
|
|
FOAM & SUBSTANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
100,000
(2021 -
100,000
)
Ordinary
shares of £
1.00
each
|
|
|
Profit and loss account
The Profit and Loss Account represents cumulative profits and losses net of dividends and other adjustments.
In the course of the preparation of the financial statements of the company for the year ended 31 March 2022, it was identified that a dividend-in-specie declared in the year ended 31 March 2020 was incorrectly calculated leading to an overstatement of the value of dividend declared of £89,000. These financial statements correct this error by way of prior year adjustment with previously reported profit & loss account reserves being increased by £89,000 accordingly with a corresponding increase to net current assets in the comparative periods.
|
Commitments under operating leases
|
|
At 31 March 2022 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The ultimate controlling party is The R&H Trust Company Limited as Trustee of the Pie Trust, the sole shareholder of the company. The R&H Trust Company Limited is incorporated in The Cayman Islands.
|
|