Thorpe Interior Group Limited - Limited company accounts 18.2

REGISTERED NUMBER: 09673306 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2018

FOR

THORPE INTERIOR GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Mr SH Simpson

Mr JC Thorpe

SECRETARY:

Mr JC Thorpe

REGISTERED OFFICE:

Unit D

Harrison Road

Airfield Business Park

Market Harborough

Leicestershire

LE16 7UL

REGISTERED NUMBER:

09673306 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mark Harrison FCA BA

AUDITORS:

Mark J Rees LLP, Statutory Auditor

Chartered Accountants

Granville Hall

Granville Road

Leicester

LE1 7RU

BANKERS:

Lloyds Bank Plc

7 High Street

Leicester

LE1 9FS

The directors present their strategic report for the period ended 31st October 2018.

The Group's principal activities are the manufacture and fitting of bespoke joinery together with ceiling and wall sound

solutions within the commercial fit-out industry.

REVIEW OF BUSINESS

The Group was formed on 14 September 2015 from a reorganisation of a previous group and the owners of the Group

have remained the same. At the start of the period the Group comprised of the parent Thorpe Interior Group Limited and

subsidiaries Thorpe's Joinery Limited and Omnis Exhibitions Limited.

The Group purchased 60% of GTG Installation Services Limited's share capital on 21 August 2018.

During the period the Group acquired an additional 10% stake in Omnis Exhibitions Limited taking its total holding to

100%.

Financial Key Performance Indicators

We continue to place heavy reliance upon a variety of financial performance indicators which include the monitoring of

the sales order book, manufacturing look ahead, gross margin, cash and overall profitability within the Group.

The Group's turnover for the period ending 31st October 2018 was £12,801,520 (2017: £10,414,692) and we are

confident in the order book, currently showing future sales to November 2019.

The profit for the period before taxation was £1,186,006 (2017: £3,635,714).

Group KPI's £

2018

2017

Turnover

£12,802

£10,415

Gross Profit

£4,227

£3,031

Gross Profit %

33.02%

29.10%

Net Assets

£5,662

£5,113

PRINCIPAL RISKS AND UNCERTAINTIES

We are fully aware that the Group operates in a very competitive market, that can quickly change if there is any

uncertainty within the economy, and also appreciate we may see challenges to growth outside of the Group's control.

FUTURE ACTIVITIES

We realise that due to the success of the Group we must invest in order to continue to drive the business forward. By

doing so we can take the business to the next level. Continual review of internal procedures and processes, maximising

synergies to become more efficient will drive profitability.

We believe that the outlook for the Group over the next few years is an exciting one. We realise there will be challenges

ahead but are positive our goals are realistic and can be achieved.

ON BEHALF OF THE BOARD:

Mr JC Thorpe - Director

7 June 2019

The directors present their report with the financial statements of the company and the group for the year ended

31 October 2018.

DIVIDENDS

The total distribution of dividends for the year ended 31 October 2018 will be £ 450,000 .

The above distribution includes the portion of the dividends paid on the shares held outside of the Group.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2017 to the date of this

report.

Mr SH Simpson

Mr JC Thorpe

DONATIONS

The group paid donations of £8,556 (2017: £10,199) during the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial

statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not

approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the

directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as

a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are

aware of that information.

AUDITORS

The auditors, Mark J Rees LLP, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual

General Meeting.

ON BEHALF OF THE BOARD:

Mr JC Thorpe - Director

7 June 2019

Opinion

We have audited the financial statements of Thorpe Interior Group Limited (the 'parent company') and its subsidiaries

(the 'group') for the year ended 31 October 2018 which comprise the Consolidated Income Statement, Consolidated

Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of

Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the

Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting

policies. The financial reporting framework that has been applied in their preparation is applicable law and United

Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard

applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the group in accordance with the ethical requirements

that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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 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 directors are responsible for the other information. The other information comprises the information in the Group

Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the

Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether 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.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in

the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the

Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and

for such internal control as the directors determine necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease

operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Harrison FCA BA (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP, Statutory Auditor

Chartered Accountants

Granville Hall

Granville Road

Leicester

LE1 7RU

19 June 2019

TURNOVER

Group and share of joint venture

12,801,520

10,453,124

Less:

Share of joint venture's turnover

-

(38,432

)

GROUP TURNOVER

5

12,801,520

10,414,692

Cost of sales

8,574,307

7,383,524

GROSS PROFIT

4,227,213

3,031,168

Administrative expenses

3,073,093

2,733,641

1,154,120

297,527

Other operating income

60,000

67,600

OPERATING PROFIT

7

1,214,120

365,127

Group

8

Profit on sale of subsidiary

-

3,364,447

Joint venture

Profit/loss on disposal of fixed asset investment

-

3,610

1,214,120

3,733,184

Share of joint venture's

profit/(loss)

-

(23,940

)

1,214,120

3,709,244

Amounts written off investments

9

-

68,080

1,214,120

3,641,164

Interest payable and similar expenses

10

28,114

5,450

PROFIT BEFORE TAXATION

1,186,006

3,635,714

Tax on profit

11

187,053

(206,758

)

PROFIT FOR THE FINANCIAL YEAR

998,953

3,842,472

Profit attributable to:

Owners of the parent

994,129

3,977,168

Non-controlling interests

4,824

(134,696

)

998,953

3,842,472

PROFIT FOR THE YEAR

998,953

3,842,472

OTHER COMPREHENSIVE INCOME

Merger reserve - disposal

-

(31,489

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(31,489

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

998,953

3,810,983

Total comprehensive income attributable to:

Owners of the parent

994,129

3,945,679

Non-controlling interests

4,824

(134,696

)

998,953

3,810,983

FIXED ASSETS

Tangible assets

14

3,884,377

4,248,430

Investments

15

861,000

861,000

4,745,377

5,109,430

CURRENT ASSETS

Stocks

16

204,648

137,998

Debtors

17

3,667,276

2,305,036

Cash at bank and in hand

1,134,344

1,147,676

5,006,268

3,590,710

CREDITORS

Amounts falling due within one year

18

3,144,234

3,421,936

NET CURRENT ASSETS

1,862,034

168,774

TOTAL ASSETS LESS CURRENT LIABILITIES

6,607,411

5,278,204

CREDITORS

Amounts falling due after more than one year

19

(944,949

)

(164,725

)

NET ASSETS

5,662,462

5,113,479

CAPITAL AND RESERVES

Called up share capital

24

4,210

4,210

Merger reserve

25

895

895

Retained earnings

25

5,652,493

5,108,364

SHAREHOLDERS' FUNDS

5,657,598

5,113,469

NON-CONTROLLING INTERESTS

26

4,864

10

TOTAL EQUITY

5,662,462

5,113,479

The financial statements were approved by the Board of Directors on 7 June 2019 and were signed on its behalf by:

Mr JC Thorpe - Director

Mr SH Simpson - Director

FIXED ASSETS

Tangible assets

14

3,111,207

3,123,892

Investments

15

863,166

863,106

3,974,373

3,986,998

CURRENT ASSETS

Debtors

17

867,227

447,730

Cash at bank

259,208

309,983

1,126,435

757,713

CREDITORS

Amounts falling due within one year

18

669,880

1,445,282

NET CURRENT ASSETS/(LIABILITIES)

456,555

(687,569

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,430,928

3,299,429

CREDITORS

Amounts falling due after more than one year

19

784,231

-

NET ASSETS

3,646,697

3,299,429

CAPITAL AND RESERVES

Called up share capital

24

4,210

4,210

Retained earnings

25

3,642,487

3,295,219

SHAREHOLDERS' FUNDS

3,646,697

3,299,429

Company's profit for the financial year

797,268

4,811,123

The financial statements were approved by the Board of Directors on 7 June 2019 and were signed on its behalf by:

Mr JC Thorpe - Director

Mr SH Simpson - Director

Called up

share

Retained

Merger

capital

earnings

reserve

£

£

£

Balance at 1 November 2016

4,210

3,263,080

32,384

Changes in equity

Dividends

-

(2,131,884

)

-

Total comprehensive income

-

3,977,168

(31,489

)

Balance at 31 October 2017

4,210

5,108,364

895

Changes in equity

Dividends

-

(450,000

)

-

Total comprehensive income

-

994,129

-

4,210

5,652,493

895

Acquisition of non-controlling interest

-

-

-

Balance at 31 October 2018

4,210

5,652,493

895

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 November 2016

3,299,674

134,706

3,434,380

Changes in equity

Dividends

(2,131,884

)

-

(2,131,884

)

Total comprehensive income

3,945,679

(134,696

)

3,810,983

Balance at 31 October 2017

5,113,469

10

5,113,479

Changes in equity

Dividends

(450,000

)

-

(450,000

)

Total comprehensive income

994,129

4,824

998,953

5,657,598

4,834

5,662,432

Acquisition of non-controlling interest

-

40

40

Balance at 31 October 2018

5,657,598

4,874

5,662,472

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2016

4,210

488,376

492,586

Changes in equity

Dividends

-

(2,004,280

)

(2,004,280

)

Total comprehensive income

-

4,811,123

4,811,123

Balance at 31 October 2017

4,210

3,295,219

3,299,429

Changes in equity

Dividends

-

(450,000

)

(450,000

)

Total comprehensive income

-

797,268

797,268

Balance at 31 October 2018

4,210

3,642,487

3,646,697

Cash flows from operating activities

Cash generated from operations

1

(251,958

)

2,068,931

Interest paid

(19,062

)

(3,866

)

Interest element of hire purchase payments paid

(9,052

)

(1,584

)

Tax paid

(50,000

)

(289,152

)

Taxation refund

196,582

-

OneE tax paid

(166,847

)

-

Net cash from operating activities

(300,337

)

1,774,329

Cash flows from investing activities

Purchase of tangible fixed assets

(167,817

)

(3,428,640

)

Purchase of fixed asset investments

-

(886,290

)

Sale of tangible fixed assets

394,417

950

Sale of fixed asset investments

-

3,280,240

Net cash from investing activities

226,600

(1,033,740

)

Cash flows from financing activities

New loans in year

1,005,900

-

Loan repayments in year

(143,792

)

(30,102

)

Assets financed in year

104,686

-

Capital repayments in period

(93,296

)

(106,020

)

Amount withdrawn by shareholders

(813,093

)

-

Equity dividends paid

-

(1,762,771

)

Net cash from financing activities

60,405

(1,898,893

)

Decrease in cash and cash equivalents

(13,332

)

(1,158,304

)

Cash and cash equivalents at beginning of year

2

1,147,676

2,305,980

Cash and cash equivalents at end of year

2

1,134,344

1,147,676

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2018

2017

£

£

Profit before taxation

1,186,006

3,635,714

Depreciation charges

173,679

92,063

(Profit)/loss on disposal of fixed assets

(36,235

)

19,831

Goodwill amortisation

-

1,764

Profit on sale of subsidiary

-

(3,364,447

)

Company aquisition

-

64,470

Finance costs

28,114

5,450

Finance income

-

23,940

1,351,564

478,785

Increase in stocks

(66,650

)

(32,234

)

(Increase)/decrease in trade and other debtors

(1,567,760

)

455,453

Increase in trade and other creditors

30,888

1,166,927

Cash generated from operations

(251,958

)

2,068,931

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these

Balance Sheet amounts:

Year ended 31 October 2018

31.10.18

1.11.17

£

£

Cash and cash equivalents

1,134,344

1,147,676

Year ended 31 October 2017

31.10.17

1.11.16

£

£

Cash and cash equivalents

1,147,676

2,305,980