Direct Holdings Limited - Limited company accounts 18.2

REGISTERED NUMBER: 04365944 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2019

FOR

DIRECT HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

M P Blackwell

SECRETARY:

R P Messinger

REGISTERED OFFICE:

Dickens House

Guithavon Street

Witham

Essex

CM8 1BJ

REGISTERED NUMBER:

04365944 (England and Wales)

SENIOR STATUTORY AUDITOR:

Philip Lawrence

AUDITORS:

Baverstocks

Statutory Auditor

Chartered Accountants

Dickens House

Guithavon Street

Witham

Essex

CM8 1BJ

BANKERS:

Barclays Bank PLC

1 Churchill Place

Canary Wharf

London

E14 5HP

The director presents his strategic report for the year ended 31 May 2019.

REVIEW OF BUSINESS

During the year, the company has continued to provide management and equipment hire support to it's subsidiary

companies and acted as a holding company.

The company has generated a profit for the financial year, due to dividends received from it's subsidiary companies of

£16,858. This has also seen a growth in the balance sheet, with equity shareholders funds standing at £244,008.

PRINCIPAL RISKS AND UNCERTAINTIES

The only risks the company is exposed to are in relation to the failure of the subsidiary companies as all income is

generated by charging services to these companies.

ON BEHALF OF THE BOARD:

M P Blackwell - Director

12 December 2019

The director presents his report with the financial statements of the company for the year ended 31 May 2019.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company providing management

and consultancy services associated with group activity.

DIVIDENDS

No dividends will be distributed for the year ended 31 May 2019.

DIRECTOR

M P Blackwell held office during the whole of the period from 1 June 2018 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in

accordance with applicable law and regulations.

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

has 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 director must not approve

the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

2006) of which the company's auditors are unaware, and he 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 company's auditors are

aware of that information.

AUDITORS

The auditors, Baverstocks, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M P Blackwell - Director

12 December 2019

Opinion

We have audited the financial statements of Direct Holdings Limited (the 'company') for the year ended 31 May 2019

which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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 May 2019 and of its 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 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 director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the director has 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 director is responsible for the other information. The other information comprises the information in the Strategic

Report and the Report of the Director, 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.

Opinions 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 Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 company and its environment obtained in the course of the audit,

we have not identified material misstatements in the Strategic Report or the Report of the Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

Philip Lawrence (Senior Statutory Auditor)

for and on behalf of Baverstocks

Statutory Auditor

Chartered Accountants

Dickens House

Guithavon Street

Witham

Essex

CM8 1BJ

15 December 2019

TURNOVER

-

-

Administrative expenses

254,705

196,947

(254,705

)

(196,947

)

Other operating income

212,352

166,762

OPERATING LOSS

4

(42,353

)

(30,185

)

Write off of group company

loan balance

5

10,169

-

(32,184

)

(30,185

)

Income from shares in group undertakings

50,000

50,000

Interest receivable and similar income

3

1

50,003

50,001

17,819

19,816

Interest payable and similar expenses

6

203

600

PROFIT BEFORE TAXATION

17,616

19,216

Tax on profit

7

758

1,108

PROFIT FOR THE FINANCIAL YEAR

16,858

18,108

PROFIT FOR THE YEAR

16,858

18,108

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

16,858

18,108

FIXED ASSETS

Tangible assets

8

580,929

619,062

Investments

9

160,001

160,001

740,930

779,063

CURRENT ASSETS

Debtors

10

1,471,583

1,406,212

Cash at bank and in hand

50,836

6,660

1,522,419

1,412,872

CREDITORS

Amounts falling due within one year

11

2,014,369

1,760,571

NET CURRENT LIABILITIES

(491,950

)

(347,699

)

TOTAL ASSETS LESS CURRENT LIABILITIES

248,980

431,364

CREDITORS

Amounts falling due after more than one year

12

-

(200,000

)

PROVISIONS FOR LIABILITIES

13

(4,972

)

(4,214

)

NET ASSETS

244,008

227,150

CAPITAL AND RESERVES

Called up share capital

14

850,100

850,100

Retained earnings

15

(606,092

)

(622,950

)

SHAREHOLDERS' FUNDS

244,008

227,150

The financial statements were approved by the director on 12 December 2019 and were signed by:

M P Blackwell - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 June 2017

850,100

(641,058

)

209,042

Changes in equity

Total comprehensive income

-

18,108

18,108

Balance at 31 May 2018

850,100

(622,950

)

227,150

Changes in equity

Total comprehensive income

-

16,858

16,858

Balance at 31 May 2019

850,100

(606,092

)

244,008

1.	STATUTORY INFORMATION

Direct Holdings Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements,

as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d);

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Direct Holdings Limited as an individual company and do not

contain consolidated financial information as the parent of a group. The company is exempt under Section 400

of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its

subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent,

Direct Consolidated Limited, Dickens House, Guithavon Street, Witham, Essex, CM8 1BJ.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors,

including expectations of future events that are believed to be reasonable under the circumstances.

There are no estimates and assumptions that have a significant risk of causing material adjustment in the financial

statements.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to Property

-

4% on cost and 2% on cost

Plant and Machinery

-

25% on monthly reducing balance and 15% on monthly reducing balance

Fixtures and Fittings

-

15% on monthly reducing balance and 4% on cost

Motor Vehicles

-

25% on monthly reducing balance

Office Equipment

-

25% on monthly reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the

timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension

scheme are charged to profit or loss in the period to which they relate.

Impairment

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance

sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is

estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an

impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the

impairment loss is a revaluation decrease.

3.	EMPLOYEES AND DIRECTORS

2019

2018

£

£

Wages and salaries

184,956

128,228

Social security costs

13,594

11,014

Other pension costs

2,385

1,035

200,935

140,277

The average number of employees during the year was as follows:

2019

2018

Administration

5

4

2019

2018

£

£

Director's remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2019

2018

£

£

Depreciation - owned assets

38,133

38,933

Auditors Remuneration

3,000

2,500

5.	EXCEPTIONAL ITEMS

2019

2018

£

£

Write off of group company

loan balance

10,169

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2019

2018

£

£

Hire Purchase Interest

203

600

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2019

2018

£

£

Deferred Taxation

758

1,108

Tax on profit

758

1,108

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is

explained below:

2019

2018

£

£

Profit before tax

17,616

19,216

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2018 - 19%)

3,347

3,651

Effects of:

Expenses not deductible for tax purposes

5,846

5,855

Income not taxable for tax purposes

(11,432

)

(9,500

)

Utilisation of group tax losses

2,997

1,102

Total tax charge

758

1,108

8.	TANGIBLE FIXED ASSETS

Improvements

Freehold

to

Plant and

Property

Property

Machinery

£

£

£

COST

At 1 June 2018

and 31 May 2019

151,500

819,385

5,299

DEPRECIATION

At 1 June 2018

-

435,915

4,102

Charge for year

-

30,635

360

At 31 May 2019

-

466,550

4,462

NET BOOK VALUE

At 31 May 2019

151,500

352,835

837

At 31 May 2018

151,500

383,470

1,197

Fixtures

and

Motor

Office

Fittings

Vehicles

Equipment

Totals

£

£

£

£

COST

At 1 June 2018

and 31 May 2019

112,376

23,100

15,172

1,126,832

DEPRECIATION

At 1 June 2018

41,316

15,312

11,125

507,770

Charge for year

4,495

1,739

904

38,133

At 31 May 2019

45,811

17,051

12,029

545,903

NET BOOK VALUE

At 31 May 2019

66,565

6,049

3,143

580,929

At 31 May 2018

71,060

7,788

4,047

619,062

Included in cost of land and buildings is freehold land of £ 151,500 (2018 - £ 151,500 ) which is not depreciated.

9.	FIXED ASSET INVESTMENTS

Shares in

Group

Undertakings

£

COST

At 1 June 2018

and 31 May 2019

160,001

NET BOOK VALUE

At 31 May 2019

160,001

At 31 May 2018

160,001

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Direct Meats (Knight Farms) Limited

Registered office:

Nature of business: Wholesale and retail meat distribution

%

Class of shares:

holding

Ordinary

100.00

2019

2018

£

£

Aggregate capital and reserves

2,221,963

1,901,061

Profit for the year

443,438

329,418

Direct Transportation Limited

Registered office:

Nature of business: Motor Vehicle Hire

%

Class of shares:

holding

Ordinary

100.00

2019

2018

£

£

Aggregate capital and reserves

191,604

58,504

Profit/(loss) for the year

133,100

(193,500

)

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

£

Amounts owed by group undertakings

1,463,791

1,404,858

Other Debtors

7,594

1,142

Prepayments and Accrued Income

198

212

1,471,583

1,406,212

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

£

Trade Creditors

5,010

5,100

Amounts owed to group undertakings

1,705,239

1,589,020

Social Security and Other

Taxes

3,565

2,772

Other Creditors

6,374

13,462

Directors Current Accounts

291,291

147,487

Accruals and Deferred Income

2,890

2,730

2,014,369

1,760,571

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2019

2018

£

£

Directors' loan accounts

-

200,000

13.	PROVISIONS FOR LIABILITIES

2019

2018

£

£

Deferred Taxation

4,972

4,214

Deferred

tax

£

Balance at 1 June 2018

4,214

Charge to Income Statement during year

758

Balance at 31 May 2019

4,972

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2019

2018

value:

£

£

849,950

Ordinary

£1

849,950

849,950

20

'A' Ordinary

£1

20

20

30

Premier Ordinary

£1

30

30

100

B

£1

100

100

850,100

850,100

All shares are to be equal in all respects except that the 'A' Ordinary shares have the rights to 49 times the

dividend distribution rights of the Ordinary shares unless specifically stated to the contrary in the resolution

proposing the distribution and Premier Ordinary shares shall have no voting rights.

15.

RESERVES

Retained

earnings

£

At 1 June 2018

(622,950

)

Profit for the year

16,858

At 31 May 2019

(606,092

)

16.	ULTIMATE PARENT COMPANY

Direct Consolidated Limited is regarded by the director as being the company's ultimate parent company.

Copies of the group financial statements of Direct Consolidated Limited can be obtained from the registered

office, Dickens House, Guithavon Street, Witham, Essex, CM8 1BJ.

17.	CONTINGENT LIABILITIES

There is a cross guarantee in place between Direct Meats (Knights Farm) Limited, Direct Transportation

Limited, Direct Consolidated Limited and Direct Holdings Limited.