Ebac Group Limited - Period Ending 2018-12-31

Ebac Group Limited - Period Ending 2018-12-31


Ebac Group Limited 03421573 false 2018-01-01 2018-12-31 2018-12-31 The principal activity of the company is that of a holding company. Digita Accounts Production Advanced 6.24.8820.0 Software true true true true true true true true true false true true true true true true true true false false false 03421573 2018-01-01 2018-12-31 03421573 2018-12-31 03421573 bus:Director6 2018-12-31 03421573 bus:OrdinaryShareClass1 2018-12-31 03421573 bus:PreferenceShareClass1 2018-12-31 03421573 bus:PreferenceShareClass2 2018-12-31 03421573 bus:PreferenceShareClass3 2018-12-31 03421573 bus:Consolidated 2018-12-31 03421573 core:CapitalRedemptionReserve 2018-12-31 03421573 core:FurtherSpecificReserve1ComponentTotalEquity 2018-12-31 03421573 core:OtherReservesSubtotal 2018-12-31 03421573 core:RetainedEarningsAccumulatedLosses 2018-12-31 03421573 core:ShareCapital 2018-12-31 03421573 core:SharePremium 2018-12-31 03421573 core:CurrentFinancialInstruments 2018-12-31 03421573 core:CurrentFinancialInstruments core:WithinOneYear 2018-12-31 03421573 core:Non-currentFinancialInstruments core:AfterOneYear 2018-12-31 03421573 core:ProvisionsForImpairmentInvestments 2018-12-31 03421573 bus:FRS102 2018-01-01 2018-12-31 03421573 bus:Audited 2018-01-01 2018-12-31 03421573 bus:FullAccounts 2018-01-01 2018-12-31 03421573 bus:RegisteredOffice 2018-01-01 2018-12-31 03421573 bus:CompanySecretaryDirector1 2018-01-01 2018-12-31 03421573 bus:Director1 2018-01-01 2018-12-31 03421573 bus:Director2 2018-01-01 2018-12-31 03421573 bus:Director3 2018-01-01 2018-12-31 03421573 bus:Director4 2018-01-01 2018-12-31 03421573 bus:Director6 2018-01-01 2018-12-31 03421573 bus:OrdinaryShareClass1 2018-01-01 2018-12-31 03421573 bus:PreferenceShareClass1 2018-01-01 2018-12-31 03421573 bus:PreferenceShareClass2 2018-01-01 2018-12-31 03421573 bus:PreferenceShareClass3 2018-01-01 2018-12-31 03421573 bus:Consolidated 2018-01-01 2018-12-31 03421573 bus:PrivateLimitedCompanyLtd 2018-01-01 2018-12-31 03421573 core:FinancialGuarantees 2018-01-01 2018-12-31 03421573 core:CapitalRedemptionReserve 2018-01-01 2018-12-31 03421573 core:FurtherSpecificReserve1ComponentTotalEquity 2018-01-01 2018-12-31 03421573 core:OtherMiscellaneousReserve 2018-01-01 2018-12-31 03421573 core:RetainedEarningsAccumulatedLosses 2018-01-01 2018-12-31 03421573 core:ShareCapital 2018-01-01 2018-12-31 03421573 core:SharePremium 2018-01-01 2018-12-31 03421573 core:Subsidiary1 2018-01-01 2018-12-31 03421573 core:Subsidiary10 2018-01-01 2018-12-31 03421573 core:Subsidiary2 2018-01-01 2018-12-31 03421573 core:Subsidiary3 2018-01-01 2018-12-31 03421573 core:Subsidiary4 2018-01-01 2018-12-31 03421573 core:Subsidiary5 2018-01-01 2018-12-31 03421573 core:Subsidiary6 2018-01-01 2018-12-31 03421573 core:Subsidiary7 2018-01-01 2018-12-31 03421573 core:Subsidiary8 2018-01-01 2018-12-31 03421573 core:Subsidiary9 2018-01-01 2018-12-31 03421573 core:Subsidiary9 countries:AllCountries 2018-01-01 2018-12-31 03421573 core:UKTax 2018-01-01 2018-12-31 03421573 1 2018-01-01 2018-12-31 03421573 countries:AllCountries 2018-01-01 2018-12-31 03421573 2017-12-31 03421573 bus:PreferenceShareClass3 2017-12-31 03421573 core:CapitalRedemptionReserve 2017-12-31 03421573 core:FurtherSpecificReserve1ComponentTotalEquity 2017-12-31 03421573 core:RetainedEarningsAccumulatedLosses 2017-12-31 03421573 core:ShareCapital 2017-12-31 03421573 core:SharePremium 2017-12-31 03421573 core:CostValuation 2017-12-31 03421573 2017-01-01 2017-12-31 03421573 2017-12-31 03421573 bus:OrdinaryShareClass1 2017-12-31 03421573 bus:PreferenceShareClass1 2017-12-31 03421573 bus:PreferenceShareClass2 2017-12-31 03421573 bus:PreferenceShareClass3 2017-12-31 03421573 core:CapitalRedemptionReserve 2017-12-31 03421573 core:FurtherSpecificReserve1ComponentTotalEquity 2017-12-31 03421573 core:OtherReservesSubtotal 2017-12-31 03421573 core:RetainedEarningsAccumulatedLosses 2017-12-31 03421573 core:ShareCapital 2017-12-31 03421573 core:SharePremium 2017-12-31 03421573 core:CurrentFinancialInstruments 2017-12-31 03421573 core:CurrentFinancialInstruments core:WithinOneYear 2017-12-31 03421573 core:Non-currentFinancialInstruments core:AfterOneYear 2017-12-31 03421573 core:CapitalRedemptionReserve 2017-01-01 2017-12-31 03421573 core:FurtherSpecificReserve1ComponentTotalEquity 2017-01-01 2017-12-31 03421573 core:RetainedEarningsAccumulatedLosses 2017-01-01 2017-12-31 03421573 core:ShareCapital 2017-01-01 2017-12-31 03421573 core:SharePremium 2017-01-01 2017-12-31 03421573 core:Subsidiary1 2017-01-01 2017-12-31 03421573 core:Subsidiary10 2017-01-01 2017-12-31 03421573 core:Subsidiary2 2017-01-01 2017-12-31 03421573 core:Subsidiary3 2017-01-01 2017-12-31 03421573 core:Subsidiary4 2017-01-01 2017-12-31 03421573 core:Subsidiary5 2017-01-01 2017-12-31 03421573 core:Subsidiary6 2017-01-01 2017-12-31 03421573 core:Subsidiary7 2017-01-01 2017-12-31 03421573 core:Subsidiary8 2017-01-01 2017-12-31 03421573 core:Subsidiary9 2017-01-01 2017-12-31 03421573 core:UKTax 2017-01-01 2017-12-31 03421573 2016-12-31 03421573 core:CapitalRedemptionReserve 2016-12-31 03421573 core:FurtherSpecificReserve1ComponentTotalEquity 2016-12-31 03421573 core:RetainedEarningsAccumulatedLosses 2016-12-31 03421573 core:ShareCapital 2016-12-31 03421573 core:SharePremium 2016-12-31 iso4217:GBP xbrli:pure xbrli:shares

Registration number: 03421573

Ebac Group Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2018

 

Ebac Group Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Income Statement

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11 to 18

 

Ebac Group Limited

Company Information

Directors

JM Elliott MBE

Mrs MR Elliott

JC Laverick

G Currie

Ms A Hird

Company secretary

Ms A Hird

Registered office

Ketton Way
Aycliffe Industrial Park
Newton Aycliffe
County Durham
DL5 6SQ

Auditor

MHA Tait Walker
Chartered Accountants & Statutory Auditor
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS

 

Ebac Group Limited

Strategic Report for the Year Ended 31 December 2018

The directors present their strategic report for the year ended 31 December 2018.

Principal activity

The principal activity of the company is that of a holding company.

Fair review of the business

During the year the company incurred a small amount of bank charges and interest on amounts due to group undertakings. Income consisted of interest received on amounts due from group undertakings.

Principal risks and uncertainties

The directors are not aware of any specific risks or uncertainties facing the business in the next twelve months but the company remains concerned as to the state of the economy in the EU, the unknown effect of Brexit and the continuing negative effect of political uncertainty effecting some of the company's major markets.

Approved by the Board on 30 September 2019 and signed on its behalf by:

.........................................
JM Elliott MBE
Director

   
     
 

Ebac Group Limited

Directors' Report for the Year Ended 31 December 2018

The directors present their report and the financial statements for the year ended 31 December 2018.

Directors of the company

The directors who held office during the year were as follows:

JM Elliott MBE

Mrs MR Elliott

JC Laverick

G Currie

Ms A Hird - Company secretary and director

RA Hird (resigned 31 December 2018)

Financial instruments

Objectives and policies

The company finances its activities with a combination of cash and amounts due to group undertakings. Other financial assets and liabilities arise directly from the company's operating activities.

Future developments

The company holds investments in a number of UK and overseas companies. The companies in which the investments are held were assessed for impairment at the year end. The directors expect the investments to perform well in the future.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditor

The auditor MHA Tait Walker will be deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the Board on 30 September 2019 and signed on its behalf by:

.........................................
JM Elliott MBE
Director

   
     
 

Ebac Group Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and 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; and

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 transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Ebac Group Limited

Independent Auditor's Report to the Members of Ebac Group Limited

Opinion

We have audited the financial statements of Ebac Group Limited (the 'company') for the year ended 31 December 2018, which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity, 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 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 company's affairs as at 31 December 2018 and of its loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The 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.

 

Ebac Group Limited

Independent Auditor's Report to the Members of Ebac Group Limited (continued)

Opinion on other matter prescribed by the Companies Act 2006

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

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

the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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, or returns adequate for our audit have not been received from branches not visited by us; or

the 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 4), 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 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 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 www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Ebac Group Limited

Independent Auditor's Report to the Members of Ebac Group Limited (continued)

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 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.

......................................
Christopher Potter BA (Hons) ACA (Senior Statutory Auditor)
For and on behalf of MHA Tait Walker
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS

30 September 2019


MHA Tait Walker is a trading name of Tait Walker LLP.

 

Ebac Group Limited

Income Statement for the Year Ended 31 December 2018

Note

2018
£

2017
£

Turnover

-

-

Administrative expenses

 

(105)

(79)

Operating loss

(105)

(79)

Income from shares in group undertakings

 

-

200,000

Other interest receivable and similar income

3

172,313

164,108

Interest payable and similar expenses

4

(222,329)

(363,188)

(Loss)/profit before tax

 

(50,121)

841

Taxation

5

-

-

(Loss)/profit for the financial year

 

(50,121)

841

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

 

Ebac Group Limited

(Registration number: 03421573)
Statement of Financial Position as at 31 December 2018

Note

2018
£

2017
£

Fixed assets

 

Investments

6

15,654,517

15,654,517

Current assets

 

Debtors

7

3,623,582

3,451,269

Cash at bank and in hand

 

35,271

35,377

 

3,658,853

3,486,646

Creditors: Amounts falling due within one year

8

(4,837,532)

(4,615,204)

Net current liabilities

 

(1,178,679)

(1,128,558)

Total assets less current liabilities

 

14,475,838

14,525,959

Creditors: Amounts falling due after more than one year

8

(5,244,853)

(5,244,853)

Net assets

 

9,230,985

9,281,106

Capital and reserves

 

Called up share capital

9

139,500

139,500

Share premium reserve

10

1,117,500

1,117,500

Capital redemption reserve

10

1,462,340

1,462,340

Other reserves

10

6,594,146

6,594,146

Profit and loss account

 

(82,501)

(32,380)

Total equity

 

9,230,985

9,281,106

Approved and authorised by the Board on 30 September 2019 and signed on its behalf by:
 

.........................................
JM Elliott MBE
Director

   
     
 

Ebac Group Limited

Statement of Changes in Equity for the Year Ended 31 December 2018

Share capital
£

Share premium
£

Capital redemption reserve
£

Other reserves
£

Profit and loss account
£

Total
£

At 1 January 2017

139,500

1,117,500

5,137,054

6,594,146

(3,707,935)

9,280,265

Profit for the year

-

-

-

-

841

841

Total comprehensive income

-

-

-

-

841

841

Other capital redemption reserve movements

-

-

(3,674,714)

-

3,674,714

-

At 31 December 2017

139,500

1,117,500

1,462,340

6,594,146

(32,380)

9,281,106

Share capital
£

Share premium
£

Capital redemption reserve
£

Other reserves
£

Profit and loss account
£

Total
£

At 1 January 2018

139,500

1,117,500

1,462,340

6,594,146

(32,380)

9,281,106

Loss for the year

-

-

-

-

(50,121)

(50,121)

Total comprehensive income

-

-

-

-

(50,121)

(50,121)

At 31 December 2018

139,500

1,117,500

1,462,340

6,594,146

(82,501)

9,230,985

 

Ebac Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2018

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SQ.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' (FRS102) and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

These financial statements are prepared in sterling which is the functional currency of the entity.

Summary of disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.

The Company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and does not disclose related party transactions with members of the same group that are wholly owned.

Name of parent of group

These financial statements are consolidated in the financial statements of Ebac Holdings Limited.

The financial statements of Ebac Holdings Limited may be obtained from Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SR.

Group accounts not prepared

The entity has taken advantage of the exemption from preparing consolidated financial statements contained in Section 400 of the Companies Act 2006 on the basis that it is a subsidiary undertaking and its immediate parent undertaking is established under the law of an EEA State.

 

Ebac Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2018 (continued)

2

Accounting policies (continued)

Going concern

At the year end the company had net current liabilities of £1,178,679. The directors have received assurances of support from the ultimate parent company for a period of at least twelve months from the date of signing the financial statements and accordingly have prepared the accounts on a going concern basis.

Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

Impairment of fixed investments

A review of the carrying value of investments is monitored against the performance of each individual company to assess if a provision is required against the investment value. A further review of the market conditions is also performed to assess further if a provision is required. At the year end, no such conditions were met and no provision was deemed required.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Income Statement over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Ebac Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2018 (continued)

2

Accounting policies (continued)

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.


 

3

Other interest receivable and similar income

2018
 £

2017
 £

Interest receivable from group undertakings

172,313

164,108

4

Interest payable and similar expenses

2018
 £

2017
 £

Interest on preference shares

35,900

178,339

Interest payable on loans from group undertakings

186,429

184,849

222,329

363,188

 

Ebac Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2018 (continued)

5

Taxation

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2017 - lower than the standard rate of corporation tax in the UK) of 19% (2017 - 19.25%).

The differences are reconciled below:

2018
 £

2017
 £

(Loss)/profit before tax

(50,121)

841

Corporation tax at standard rate

(9,523)

162

Effect of revenues exempt from taxation

-

(38,493)

Effect of expense not deductible in determining taxable profit (tax loss)

6,821

34,324

Tax increase (decrease) from effect of unrelieved tax losses carried forward

2,702

-

Tax increase (decrease) arising from group relief

-

4,007

Total tax charge/(credit)

-

-

Deferred tax

There are £14,221 of unused tax losses (2017 - £Nil) for which no deferred tax asset is recognised in the Statement of Financial Position.

6

Investments in subsidiaries, joint ventures and associates

2018
 £

2017
 £

Investments in subsidiaries

15,654,517

15,654,517

Subsidiaries

£

Cost or valuation

At 1 January 2018 and 31 December 2018

15,654,517

Provision

At 1 January 2018 and 31 December 2018

-

Carrying amount

At 31 December 2018

15,654,517

At 31 December 2017

15,654,517

 

Ebac Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2018 (continued)

6

Investments in subsidiaries, joint ventures and associates (continued)

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2018

2017

Subsidiary undertakings

Ebac Limited

Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SR

Ordinary

100%

100%

 

     

Ebac Industrial Products Limited

St Helen Trading Estate, Bishop Auckland, County Durham, DL14 9AD

Ordinary

100%

100%

 

     

Ebac Waterfall Limited

Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SQ

Ordinary

100%

100%

 

     

B.C.M Machines Limited (Dormant)

Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SQ

Ordinary

99.99%

99.99%

 

     

Aquavest Limited (Dormant)

Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SR

Ordinary

100%

100%

 

     

Ebac Management Services Limited (Dormant)

Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6AR

Ordinary

100%

100%

 

     

SEG Fabrication Limited (Dormant)

Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SQ

Ordinary

100%

100%

 

     

Ebac Zephyr Limited (Dormant)*

Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SR

Ordinary

100%

100%

 

     

Fuente Isabel SA (Dormant)

Valverde del Camino 10, Elche, Alicante, 03206

Ordinary

100%

100%

 

Spain

     

Ebac Industrial Products Inc

700 Thimble Shoals Blvd, Suite 109, Newport News, Virginia, 23606-2575, USA

Ordinary

100%

100%

 

     
 

Ebac Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2018 (continued)

6

Investments in subsidiaries, joint ventures and associates (continued)

The principal activity of Ebac Limited is the design and manufacture of electrical appliances for the domestic dehumidifier, water cooler and domestic laundry market.

The principal activity of Ebac Industrial Products Limited is the design and manufacture of specialised air conditioning and dehumidifying equipment.

The principal activity of Ebac Waterfall Limited is the rental of spa facilities.

The principal activity of Ebac Industrial Products Inc is the sale of watercoolers and dehumidifiers.

7

Debtors

2018
£

2017
£

Amounts owed by group undertakings

3,623,582

3,451,269

 

3,623,582

3,451,269

Total non current element of trade and other debtors

(3,623,582)

(3,451,269)

-

-

Details of non-current trade and other debtors

£3,623,582 (2017 - £3,451,269) of amounts owed by group undertakings is classified as non current.

8

Creditors

2018
 £

2017
 £

Due within one year

Amounts due to group undertakings

4,091,861

3,905,432

Other creditors

745,671

709,772

4,837,532

4,615,204

Due after one year

Shares classed as financial liabilities

5,244,853

5,244,853

9

Share capital

Allotted, called up and fully paid shares

 

2018

2017

 

No.

£

No.

£

Ordinary of £0.05 each

2,789,993

139,500

2,789,993

139,500

Preference shares of £1 each

2,650,231

2,650,231

2,650,231

2,650,231

'A' Preference shares of £1 each

2,094,622

2,094,622

2,094,622

2,094,622

'B' Preference shares of £1 each

500,000

500,000

500,000

500,000

 

8,034,846

5,384,353

8,034,846

5,384,353

 

Ebac Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2018 (continued)

9

Share capital (continued)

Redeemable preference shares

The Preference shares are redeemable subject to sufficient distributable reserves. They are redeemable at £1 per share and carry no voting rights unless the dividend is in arrears or redemption has not taken place on the due date or the meeting called is to consider insolvency proceedings. On a winding up of the company the holders of the shares have a right to receive the amount paid up on the shares together with all accruals and arrears of the preference dividends.

The 'A' Preference shares are redeemable subject to sufficient distributable reserves. They are redeemable at £1 per share and carry no voting rights unless the dividend is in arrears or redemption has not taken place on the due date or the meeting called is to consider insolvency proceedings. On a winding up of the company the holders of the shares have a right to receive the amount paid up on the shares together with all accruals and arrears of the 'A' preference dividends.

The 'B' Preference shares are redeemable between 30 August 2007 and 31 December 2020 subject to sufficient distributable reserves. They are redeemable at £1 per share and carry no voting rights unless the dividend is in arrears or redemption has not taken place on the due date or the meeting called is to consider insolvency proceedings. On a winding up of the company the holders of the shares have a right to receive the amount paid up on the shares together with all accruals and arrears of the 'B' preference dividends.

Rights, preferences and restrictions

Preference Shares have the following rights, preferences and restrictions:
Rights to dividends:
Fixed cumulative preferential cash dividends are payable twice yearly at the rate of the base rate of HSBC bank less 2.5% per annum on the amounts paid on the preference shares, commencing on 31 December 2002.

'A' Preference Shares have the following rights, preferences and restrictions:
Rights to dividends:
Fixed cumulative preferential cash dividends are payable twice yearly at the rate of LIBOR on the amounts paid on the preference shares, commencing on 30 June 1999.

'B' Preference Shares have the following rights, preferences and restrictions:
Rights to dividends:
Fixed cumulative preferential cash dividends are payable twice yearly at a rate of the base rate of the Bank of England plus 1% per annum on the amounts paid on the preference shares.

10

Reserves

Called up share capital

This represents the nominal value of shares that have been issued.

Other reserves

This reserve was created on the receipt by the company of a dividend in specie from Ebac Limited and BCM Limited of shares in group companies not previously held directly by the company, the directors estimate of fair value.

 

Ebac Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2018 (continued)

10

Reserves (continued)

On 9 March 2017 the company completed a capital reduction. The capital redemption reserve was reduced from £5,137,054 to £1,462,340 and the amount by which the capital redemption reserve was so reduced was applied to the accumulated realised losses of the Company.

11

Contingent liabilities

At 31 December 2018 there were contingent liabilities of £2,027,013 (2017 - £4,949,372) in respect of bank guarantees given by the company in respect of Ebac Holdings Limited, Ebac Industrial Products Limited, Ebac Limited and Ebac Waterfall Limited.

12

Parent and ultimate parent undertaking

The company's immediate and ultimate parent is Ebac Holdings Limited, incorporated in England and Wales.

 The most senior parent entity producing publicly available financial statements is Ebac Holdings Limited. These financial statements are available upon request from Ketton Way, Aycliffe Industrial Estate, County Durham, DL5 6SR, which is also the registered address of the immediate parent company.