Ebac Group Limited - Period Ending 2018-12-31
Ebac Group Limited - Period Ending 2018-12-31
Registration number:
Ebac Group Limited
for the
Year Ended 31 December 2018
Ebac Group Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Income Statement |
|
Statement of Financial Position |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
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 |
|
Auditor |
|
1 |
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
......................................... |
2 |
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:
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
......................................... |
3 |
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.
4 |
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.
5 |
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.
6 |
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.
......................................
For and on behalf of
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Newcastle upon Tyne
NE3 3LS
MHA Tait Walker is a trading name of Tait Walker LLP.
7 |
Ebac Group Limited
Income Statement for the Year Ended 31 December 2018
Note |
2018 |
2017 |
|
Turnover |
- |
- |
|
Administrative expenses |
( |
( |
|
Operating loss |
( |
( |
|
Income from shares in group undertakings |
- |
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
(Loss)/profit before tax |
( |
|
|
Taxation |
- |
- |
|
(Loss)/profit for the financial year |
( |
|
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
8 |
Ebac Group Limited
(Registration number: 03421573)
Statement of Financial Position as at 31 December 2018
Note |
2018 |
2017 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Capital redemption reserve |
|
|
|
Other reserves |
|
|
|
Profit and loss account |
( |
( |
|
Total equity |
|
|
Approved and authorised by the
......................................... |
9 |
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 |
|
|
|
|
( |
|
Profit for the year |
- |
- |
- |
- |
|
|
Total comprehensive income |
- |
- |
- |
- |
|
|
Other capital redemption reserve movements |
- |
- |
(3,674,714) |
- |
3,674,714 |
- |
At 31 December 2017 |
|
|
|
|
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Other reserves |
Profit and loss account |
Total |
|
At 1 January 2018 |
|
|
|
|
( |
|
Loss for the year |
- |
- |
- |
- |
( |
( |
Total comprehensive income |
- |
- |
- |
- |
( |
( |
At 31 December 2018 |
|
|
|
|
( |
|
10 |
Ebac Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2018
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is
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
11 |
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.
12 |
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
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.
Other interest receivable and similar income |
2018 |
2017 |
|
Interest receivable from group undertakings |
|
|
Interest payable and similar expenses |
2018 |
2017 |
|
Interest on preference shares |
|
|
Interest payable on loans from group undertakings |
186,429 |
184,849 |
|
|
13 |
Ebac Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2018 (continued)
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
The differences are reconciled below:
2018 |
2017 |
|
(Loss)/profit before tax |
( |
|
Corporation tax at standard rate |
( |
|
Effect of revenues exempt from taxation |
- |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Tax increase (decrease) from effect of unrelieved tax losses carried forward |
|
- |
Tax increase (decrease) arising from group relief |
- |
|
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.
Investments in subsidiaries, joint ventures and associates |
2018 |
2017 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2018 and 31 December 2018 |
|
Provision |
|
At 1 January 2018 and 31 December 2018 |
- |
Carrying amount |
|
At 31 December 2018 |
|
At 31 December 2017 |
|
14 |
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 |
||||
|
Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SR |
Ordinary |
|
|
|
St Helen Trading Estate, Bishop Auckland, County Durham, DL14 9AD |
Ordinary |
|
|
|
Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SQ |
Ordinary |
|
|
|
Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SQ |
Ordinary |
|
|
|
Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SR |
Ordinary |
|
|
|
Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6AR |
Ordinary |
|
|
|
Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SQ |
Ordinary |
|
|
|
Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SR |
Ordinary |
|
|
|
Valverde del Camino 10, Elche, Alicante, 03206 |
Ordinary |
|
|
Spain |
||||
|
700 Thimble Shoals Blvd, Suite 109, Newport News, Virginia, 23606-2575, USA |
Ordinary |
|
|
15 |
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 principal activity of Ebac Industrial Products Limited is |
The principal activity of Ebac Waterfall Limited is |
The principal activity of Ebac Industrial Products Inc is |
Debtors |
2018 |
2017 |
|
Amounts owed by group undertakings |
|
|
|
|
|
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.
Creditors |
2018 |
2017 |
|
Due within one year |
||
Amounts due to group undertakings |
|
|
Other creditors |
|
|
|
|
|
Due after one year |
||
Shares classed as financial liabilities |
|
|
Share capital |
Allotted, called up and fully paid shares
2018 |
2017 |
|||
No. |
£ |
No. |
£ |
|
|
|
139,500 |
|
139,500 |
|
|
2,650,231 |
|
2,650,231 |
|
|
2,094,622 |
|
2,094,622 |
|
|
500,000 |
|
500,000 |
|
|
|
|
16 |
Ebac Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2018 (continued)
9 |
Share capital (continued) |
Redeemable preference shares
The |
The |
The |
Rights, preferences and restrictions
Preference Shares have the following rights, preferences and restrictions: |
'A' Preference Shares have the following rights, preferences and restrictions: |
'B' Preference Shares have the following rights, preferences and restrictions: |
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.
17 |
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.
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.
Parent and ultimate parent undertaking |
The company's immediate and ultimate parent is
The most senior parent entity producing publicly available financial statements is
18 |