ACCOUNTS - Final Accounts


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Registered number: 07457197









UNITED COMPANIES LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

 
UNITED COMPANIES LTD
 
 
COMPANY INFORMATION


Directors
R Aldridge 
K Ardern 
V Hammond 
M Insley 
A Ringrose 
J Wallis 




Registered number
07457197



Registered office
Unit 7 Astra Centre
Edinburgh Way

Harlow

Essex

CM20 2BN




Independent auditors
Barnes Roffe LLP
Chartered Accountants

Leytonstone House

3 Hanbury Drive

Leytonstone

London

E11 1GA





 
UNITED COMPANIES LTD
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 7
Consolidated statement of 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 Statement of cash flows
 
13 - 14
Analysis of net debt
 
15
Notes to the financial statements
 
16 - 35


 
UNITED COMPANIES LTD
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019

Introduction
 
The directors present their strategic report on the company for the year ended 31 December 2019.
Review of the business 
The principal activity of the Group continues to be property management and provision of ancillary services such as accountancy, company secretarial, solicitor enquiry, risk management and maintenance services. 

Business review
 
The financial results of the Group for the year, show a loss on ordinary activities before tax of £89k (2018: £86k profit). The shareholders’ funds of the Group total £309k (2018: £191k).
The Directors are satisfied with the performance of the Group during the year. The Group has continued to grow both organically and through acquisition, with the total number of units in management increasing to 39k (2018: 37k). Income generated through property management has increased by 7% to £5.3m.  
On 31 May 2019 the Group acquired the whole of the issued share capital of Urban Life Property Management Limited, a property management company. Details of this acquisition have been set out in note 24 ‘Business Combinations’. 
The Group continues to invest in strengthening operational capabilities, in particular through investment into its bespoke IT system and into the development of the Warwick Premier brand which has quickly established a strong presence in the London market. The Directors continue to monitor these and other investments and look for additional ways to improve the business and product offering to clients. 
The Group had a cash at bank balance at 31 December 2019 of £446k (2018: £453k).

Principal risks and uncertainties
 
The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls. The Company is registered with both the Royal Institution of Chartered Surveyors and the Association of Residential Managing Agents and the Group’s policies are designed to ensure that the requirements of both bodies are adhered to.
The Group’s Audit Committee is responsible for satisfying itself that a proper internal control framework exists to manage financial risks and that controls operate effectively. 
The principal risks affecting the Group are economic factors, such as adverse movements in the housing market, which indirectly affects ancillary services provided by the company which impacts the Group’s profitability. 

Page 1

 
UNITED COMPANIES LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019

Financial key performance indicators
 
The Board is satisfied with the performance of the Group during the year and use the following financial performance indicators to assess the Group’s performance:
Adjusted Earnings before tax, interest and depreciation (EBITDA)
2019: £1.0m
2018: £1.0m
Adjusted EBITDA / turnover ratio
2019: 10%
2018: 11%
Ratio of earnings before interest, tax, depreciation and amortisation to total turnover

Other key performance indicators
 
The Board observes the following non-financial performance indicators to assess the Group’s performance: 
Headcount
2019: 158
2018: 144
Headcount, excluding site staff, as at 31 December. 
Sites in management
2019: 1,496
2018: 1,380
Number of sites in management at 31 December 
Units in management
2019: 39k
2018: 37k
Number of leaseholds, freeholds and commercial units in management at 31 December 


This report was approved by the board on 17 June 2020 and signed on its behalf.



A Ringrose
Director

Page 2

 
UNITED COMPANIES LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019

The directors present their report and the financial statements for the year ended 31 December 2019.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £89,368 (2018 - profit £85,701).

The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

R Aldridge 
K Ardern 
V Hammond 
M Insley 
A Ringrose 
C Stevens (resigned 24 April 2020)
J Wallis 

Page 3

 
UNITED COMPANIES LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 17 June 2020 and signed on its behalf.
 





A Ringrose
Director

Page 4

 
UNITED COMPANIES LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNITED COMPANIES LTD
 

Opinion


We have audited the financial statements of United Companies Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2019, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 December 2019 and of the Group's 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 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 United Kingdom, including the Financial Reporting Council'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 or the parent 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 Auditors' 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 statementsour 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
Page 5

 
UNITED COMPANIES LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNITED COMPANIES LTD (CONTINUED)


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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Group strategic report and the 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 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 Directors' report.


We have nothing to report in respect of the following matters in relation to which 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 Directors' responsibilities statement on page 3, 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 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.


Page 6

 
UNITED COMPANIES LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNITED COMPANIES LTD (CONTINUED)


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 an Auditors' 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 Auditors' report.


Use of our report
 

This report is made solely to the Company's members in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 Auditors' 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 for our audit work, for this report, or for the opinions we have formed.





Simon Liggins (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants
Leytonstone House
3 Hanbury Drive
Leytonstone
London
E11 1GA

17 June 2020
Page 7

 
UNITED COMPANIES LTD
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019

2019
2018
                                                                                                                   Note
 £
£

  

Turnover
 3 
9,764,905
8,895,776

Cost of sales
  
(217,701)
(158,050)

Gross profit
  
9,547,204
8,737,726

Administrative expenses
  
(9,368,733)
(8,515,431)

Operating profit
 4 
178,471
222,295

Interest receivable and similar income
 9 
-
16,705

Interest payable and expenses
 10 
(267,839)
(237,412)

(Loss)/profit before taxation
  
(89,368)
1,588

Tax on (loss)/profit
 11 
-
84,113

(Loss)/profit for the financial year
  
(89,368)
85,701

(Loss)/profit for the year attributable to:
  

Owners of the parent Company
  
(89,368)
85,701

  
(89,368)
85,701

There were no recognised gains and losses for 2019 or 2018 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2019 (2018: £NIL).

The notes on pages 16 to 35 form part of these financial statements.

Page 8

 
UNITED COMPANIES LTD
REGISTERED NUMBER: 07457197

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2019

2019
2018
                                                                       Note
£
£

Fixed assets
  

Intangible assets
 13 
3,957,605
3,427,723

Tangible assets
 14 
519,298
562,495

  
4,476,903
3,990,218

Current assets
  

Debtors: amounts falling due within one year
 16 
1,656,010
1,330,452

Cash at bank and in hand
 17 
446,211
453,438

  
2,102,221
1,783,890

Creditors: amounts falling due within one year
 18 
(2,664,348)
(2,419,951)

Net current liabilities
  
 
 
(562,127)
 
 
(636,061)

Total assets less current liabilities
  
3,914,776
3,354,157

Creditors: amounts falling due after more than one year
 19 
(3,406,104)
(3,034,811)

Provisions for liabilities
  

Other provisions
 22 
(199,299)
(128,045)

  
 
 
(199,299)
 
 
(128,045)

Net assets
  
309,373
191,301


Capital and reserves
  

Called up share capital 
 23 
107
102

Share premium account
 24 
277,433
69,998

Profit and loss account
 24 
31,833
121,201

Equity attributable to owners of the parent Company
  
309,373
191,301

  
309,373
191,301


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 June 2020.



A Ringrose
Director

The notes on pages 16 to 35 form part of these financial statements.

Page 9

 
UNITED COMPANIES LTD
REGISTERED NUMBER: 07457197

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2019

2019
2018
                                                                   Note
£
£

Fixed assets
  

Investments
 15 
100
100

  
100
100

Current assets
  

Debtors: amounts falling due within one year
 16 
277,538
70,000

Cash at bank and in hand
 17 
-
57

  
277,538
70,057

Creditors: amounts falling due within one year
 18 
(255)
(214)

Net current assets
  
 
 
277,283
 
 
69,843

Total assets less current liabilities
  
277,383
69,943

  

  

Net assets
  
277,383
69,943


Capital and reserves
  

Called up share capital 
 23 
107
102

Share premium account
 24 
277,433
69,998

Profit and loss account brought forward
  
(157)
(157)

Profit and loss account carried forward
  
(157)
(157)

  
277,383
69,943


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 June 2020.


A Ringrose
Director

The notes on pages 16 to 35 form part of these financial statements.

Page 10

 
UNITED COMPANIES LTD
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£


At 1 January 2018
102
69,998
35,500
105,600
105,600



Profit for the year
-
-
85,701
85,701
85,701



At 1 January 2019
102
69,998
121,201
191,301
191,301



Loss for the year
-
-
(89,368)
(89,368)
(89,368)

Shares issued during the year
5
207,435
-
207,440
207,440


At 31 December 2019
107
277,433
31,833
309,373
309,373


The notes on pages 16 to 35 form part of these financial statements.

Page 11

 
UNITED COMPANIES LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2018
102
69,998
(157)
69,943



At 1 January 2019
102
69,998
(157)
69,943

Shares issued during the year
5
207,435
-
207,440


At 31 December 2019
107
277,433
(157)
277,383


The notes on pages 16 to 35 form part of these financial statements.

Page 12

 
UNITED COMPANIES LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2019

2019
2018
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(89,368)
85,701

Adjustments for:

Amortisation of intangible assets
467,590
518,771

Depreciation of tangible assets
246,035
210,823

Profit on disposal of tangible assets
(4,671)
(53)

Interest paid
250,090
253,373

Interest received
-
(16,705)

Taxation charge
-
(84,113)

(Increase) in debtors
(325,558)
(624,488)

Increase in creditors
244,395
857,071

Increase in provisions
71,254
73,045

Net cash generated from operating activities

859,767
1,273,425


Cash flows from investing activities

Purchase of intangible fixed assets
(997,472)
(2,860,041)

Purchase of tangible fixed assets
(209,260)
(186,015)

Sale of tangible fixed assets
11,093
-

Interest received
-
16,705

Net cash from investing activities

(1,195,639)
(3,029,351)
Page 13

 
UNITED COMPANIES LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019


2019
2018

£
£



Cash flows from financing activities

Issue of ordinary shares
207,440
70,002

New secured loans
400,000
2,270,000

Repayment of/new finance leases
(46,454)
(130,812)

Interest paid
(232,341)
(237,412)

Net cash used in financing activities
328,645
1,971,778

Net (decrease)/increase in cash and cash equivalents
(7,227)
215,852

Cash and cash equivalents at beginning of year
453,438
237,586

Cash and cash equivalents at the end of year
446,211
453,438


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
446,211
453,438

446,211
453,438


The notes on pages 16 to 35 form part of these financial statements.

Page 14

 
UNITED COMPANIES LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2019




At 1 January 2019
Cash flows
At 31 December 2019
£

£

£

Cash at bank and in hand

453,438

(7,227)

446,211

Debt due after 1 year

(2,930,579)

(417,749)

(3,348,328)

Finance leases

(150,681)

46,454

(104,227)


(2,627,822)
(378,522)
(3,006,344)

The notes on pages 16 to 35 form part of these financial statements.

Page 15

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

1.


General information

United Companies Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 7, Astra Centre, Edinburgh Way, Harlow, Essex, CM20 2BN.
The principal activity of the company continued to be that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2018.

  
2.3

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 16

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated statement of comprehensive income on a straight line basis over the lease term.

  
2.6

Leased assets: the company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Statement of income and retained earnings so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 5 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 17

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

  
2.8

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the costs of stock or fixed assets.
The costs of any unused holiday entitlement are recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

 
2.9

Interest income

Interest income is recognised in the Consolidated statement of comprehensive income using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to the Consolidated statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Borrowing costs

All borrowing costs are recognised in the Consolidated statement of comprehensive income in the year in which they are incurred.

 
2.12

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.13

Taxation

Tax is recognised in the Consolidated statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 19

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Software
-
3 and 10 years
Customer lists
-
10 years
Warwick Academy
-
4 years
Goodwill
-
10 years

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following annual basis.

Depreciation is provided on the following basis:

Plant and machinery
-
25% straight line
Motor vehicles
-
25% straight line
Fixtures and fittings
-
25% straight line
Leasehold improvements
-
20% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated statement of comprehensive income.

Page 20

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

  
2.16

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the assets for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount in which case the reversal of the impairment loss is treated as a revaluation increase.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.18

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 21

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.19

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.20

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.21

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Consolidated statement of comprehensive income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

 
2.22

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


3.


Turnover

The whole of the turnover is attributable to property management.

All turnover arose within the United Kingdom.

Page 22

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

4.


Operating profit

The operating profit is stated after charging:

2019
2018
£
£

Depreciation of tangible fixed assets
246,035
210,823

Profit on disposal of tangible fixed assets
(4,671)
(53)

Other operating lease rentals
287,018
255,466

Amortisation of intangible fixed assets
467,590
518,771

Defined contribution costs
167,436
174,480


5.


Research and development expenditure

Research and development expenditure charged as an expense during the year is as follows:


2019
2018
£
£



Wages and salaries
20,213
20,856

Social security costs
875
610

Other pension costs
2,559
2,559

23,647
24,025


6.


Auditors' remuneration

2019
2018
£
£


Fees payable to the Group's auditor and its associates for the audit of the Group's and subsidiaries annual financial statements
13,500
13,500


Fees payable to the Group's auditor and its associates in respect of:


Taxation compliance services
2,500
3,800

All other services
3,250
6,850

5,750
10,650

Page 23

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£


Wages and salaries
5,537,512
4,861,637
-
-

Social security costs
551,296
495,379
-
-


Other pension costs
167,436
174,480
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2019
        2018
            No.
            No.







Employees
165
138


8.


Directors' remuneration




During the year retirement benefits were accruing to 3 directors (2018 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £153,375 (2018 - £157,000).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,275 (2018 - £8,250).


9.


Interest receivable

2019
2018
£
£


Other interest receivable
-
16,705

-
16,705

Page 24

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

10.


Interest payable and similar expenses

2019
2018
£
£


Bank interest payable
241,487
199,824

Other loan interest payable
26,352
37,588

267,839
237,412


11.


Taxation


2019
2018
£
£

Corporation tax


Current tax on profits for the year
-
(12,113)


-
(12,113)


Total current tax
-
(12,113)

Deferred tax


Origination and reversal of timing differences
-
(72,000)

Total deferred tax
-
(72,000)


Taxation on profit/(loss) on ordinary activities
-
(84,113)
Page 25

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2018 - lower than) the standard rate of corporation tax in the UK of 19% (2018 - 19%). The differences are explained below:

2019
2018
£
£


(Loss)/profit on ordinary activities before tax
(89,368)
1,588


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
(16,980)
302

Effects of:


Non-tax deductible amortisation of goodwill and impairment
87,543
33,120

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
30,183
19,672

Capital allowances for year in excess of depreciation
2,747
(29,765)

Utilisation of tax losses
(21,612)
(46,206)

Research and development claim
(83,496)
(92,956)

Unrelieved tax losses carried forward
1,615
31,720

Total tax charge for the year
-
(84,113)


Factors that may affect future tax charges

The group has unrelieved tax losses of £49,390 to offset against future taxable profits.


12.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £Nil1 (2018 - £NIL).

Page 26

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

13.


Intangible assets

Group and Company





Customer lists
Software
Warwick Academy
Goodwill
Total

£
£
£
£
£



Cost


At 1 January 2019
1,603,704
902,445
47,380
1,717,869
4,271,398


Additions
491,137
506,335
-
-
997,472



At 31 December 2019

2,094,841
1,408,780
47,380
1,717,869
5,268,870



Amortisation


At 1 January 2019
584,066
73,478
11,815
174,316
843,675


Charge for the year on owned assets
156,524
126,170
11,845
173,051
467,590



At 31 December 2019

740,590
199,648
23,660
347,367
1,311,265



Net book value



At 31 December 2019
1,354,251
1,209,132
23,720
1,370,502
3,957,605



At 31 December 2018
1,019,638
828,967
35,565
1,543,553
3,427,723

The company holds no intangible assets.
During the year, the company has applied a change in accounting estimate. The company previously applied amortisation on customer lists over 5 years this has been revised to 10 years. This has increased net assets by £197,465.

Page 27

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

14.


Tangible fixed assets

Group






Leasehold property improvements
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost or valuation


At 1 January 2019
369,067
21,718
154,177
506,859
1,051,821


Additions
61,516
967
-
146,777
209,260


Disposals
(60,812)
-
(25,099)
-
(85,911)



At 31 December 2019

369,771
22,685
129,078
653,636
1,175,170



Depreciation


At 1 January 2019
159,689
13,121
109,821
206,695
489,326


Charge for the year on owned assets
13,018
4,456
28,223
141,197
186,894


Disposals
(57,917)
-
(21,572)
-
(79,489)


Charge for the year on financed assets
59,141
-
-
-
59,141



At 31 December 2019

173,931
17,577
116,472
347,892
655,872



Net book value



At 31 December 2019
195,840
5,108
12,606
305,744
519,298



At 31 December 2018
209,378
8,597
44,356
300,164
562,495

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2019
2018
£
£



Leasehold improvements
137,995
197,135

Page 28

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2019
100



At 31 December 2019
100





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Newton Jones Limited*
Ordinary
100%
Urban Owners Limited*
Ordinary
100%
Urban Life Property Management Limited*
Ordinary
100%
Esstoo Limited*
Ordinary
100%
Axis Management Limited**
Ordinary
100%
Warwick Estates Property Management Limited
Ordinary
100%



* Indirect subsidiary 
**Dissolved on 17 September 2019.









Page 29

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

16.


Debtors



Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£


Trade debtors
687,449
704,376
-
-

Amounts owed by group undertakings
-
-
16,200
16,200

Other debtors
482,305
211,849
261,338
53,800

Prepayments and accrued income
486,256
414,227
-
-

1,656,010
1,330,452
277,538
70,000



17.


Cash and cash equivalents

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Cash at bank and in hand
446,211
453,438
-
57

446,211
453,438
-
57



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2019
2018
2019
2018
£
£
£
£

Trade creditors
382,879
291,923
-
-

Other taxation and social security
547,367
525,831
-
-

Obligations under finance lease and hire purchase contracts
46,451
46,449
-
-

Other creditors
415,157
378,766
255
214

Accruals and deferred income
1,272,494
1,176,982
-
-

2,664,348
2,419,951
255
214


Page 30

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

19.


Creditors: Amounts falling due after more than one year

Group
Group
2019
2018
£
£

Bank loans
3,348,328
2,930,579

Net obligations under finance leases and hire purchase contracts
57,776
104,232

3,406,104
3,034,811


Secured loans
Bank loans are secured by way of a fixed charge over the group's assets.


20.


Loans

Analysis of the maturity of loans is given below:


Group
Group
2019
2018
£
£



Amounts falling due 2-5 years

Bank loans
3,348,328
2,930,579




21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2019
2018
£
£

Within one year
46,451
46,449

Between 1-5 years
46,451
46,451

Over 5 years
11,330
57,781

104,232
150,681

Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

Page 31

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

22.


Provisions


Group



Claims

£





At 1 January 2019
128,045


Charged to profit or loss
71,254



At 31 December 2019
199,299


23.


Share capital

2019
2018
£
£
Allotted, called up and fully paid



6,410 (2018 - 6,410) Ordinary A shares of £0.01 each
64
64
4,340 (2018 - 3,812) Ordinary B shares of £0.01 each
43
38

107

102

During the prior year, the company sub-divided its existing 10,222 ordinary shares of £1.00 each into ordinary A and B shares of £0.01 each.
During the year the company issued 528 ordinary B shares of £0.01. The shares were issued at a premium of £392.87 over their par value.


24.


Reserves

Share premium account

The share premium accounts relates to consideration paid in excess of the nominal value of the shares acquired.

Profit and loss account

The profit and loss account represents cumulative distributable profits and losses net of dividends and other adjustments.

Page 32

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

25.


Business combinations




On 31 May 2019 Warwick Estates Property Management Limited acquired 100% of the Ordinary share capital in Urban Life Property Management Limited.
Due to the straightforward nature of the assets and liabilities of Urban Life Property Management Limited, no fair value adjustments on acquisition were required.
The following table summarises the consideration paid by the group, the fair value of assets acquired and the liabilities assumed at the acquisition date. 


Acquisition of Urban Life Property Management Limited


Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustment
Fair value
£
£
£


Tangible
 
5,791
 
-
 
5,791

5,791
-
5,791


Debtors
10,305
-
10,305

Cash at bank and in hand
15,603
-
15,603

Total assets
31,699
-
31,699


Due within one year
(83,513)
-
(83,513)

Total identifiable net liabilities
(51,814)
-
(51,814)


Goodwill
506,247
Total purchase consideration
454,433

Consideration

£


Cash
377,607

Deferred consideration
47,494

Directly attributable costs
29,332

Total purchase consideration
454,433

Page 33

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

25.Business combinations (continued)
Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
377,607

377,607


Less: Cash and cash equivalents acquired
(15,603)

Net cash outflow on acquisition
362,004


The goodwill arising on acquisition is attributable to the entities customer lists.
The company was immediately hived up on acquisition and therefore has been dormant since acquisition.


26.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £166,171 (2018 - £173,206). Contributions totalling £37,713 (2018 - £741) were payable to the fund at the balance sheet date and are included in creditors.


27.


Commitments under operating leases

At 31 December 2019 the Group and the Company had future minimum lease payments under non-cancellable operating leases as follows:


Group
Group
2019
2018
£
£

Not later than 1 year
390,933
206,969

Later than 1 year and not later than 5 years
981,070
270,902

1,372,003
477,871

28.


Transactions with directors

During the year the company made advances to directors of £13,583 (2018 - £280,993) and the directors made repayments of £585 (2018 - £181,139). The balance outstanding at the year end owed to the company was £90,450 (2018 - £77,451). The outstanding balance was settled in on 3 February 2020.

Page 34

 
UNITED COMPANIES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

29.


Related party transactions

The Group has taken advantage of the exemption, under FRS 102 paragraph 1.12 and paragraph 33.1A, from disclosing transactions and balances with its group companies because group accounts consolidating all group entities are prepared by the parent undertaking and are available from Companies House.
During the year the group recharged rent and rent related costs of £87,039 
(2018 - £Nil) to companies in which there are common directors.
During the year the group paid consultancy costs of £40,192 
(2018 - £114,287) to companies in which there are common directors. No amounts were outstanding at the balance sheet date (2018 - £Nil).
During the year the group paid rent and rent related costs of £89,802 
(2018 - £88,502) to companies in which there are common directors. No amounts were outstanding at the balance sheet date (2018 - £Nil).


30.


Post balance sheet events

Subsequent to the year end, the group acquired a fixed asset investment for consideration of £407,342.

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