Picasso Holdings Limited - Limited company accounts 20.1

REGISTERED NUMBER: 09509238 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Period 1 May 2019 to 31 December 2019

for

Picasso Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

H R Jackson

N J Hamilton

REGISTERED OFFICE:

The Glades

Festival Way

Festival Park

Stoke on Trent

Staffordshire

ST1 5SQ

REGISTERED NUMBER:

09509238 (England and Wales)

AUDITORS:

Mitten Clarke Audit Limited

Statutory Auditors

The Glades

Festival Way

Stoke on Trent

Staffordshire

ST1 5SQ

The directors present their strategic report for the period 1 May 2019 to 31 December 2019.

REVIEW OF BUSINESS

During the period the company continued to operate as a parent company receiving dividends from its subsidiary undertaking.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board consider the principal risks and uncertainties to the business to be:

Valuation of investment

The Board monitors the performance of the subsidiary company to identify any potential impairments.

KEY PERFORMANCE INDICATORS

Given the nature of the company, being a non trading intermediate parent company, the Board do not consider there to be any key performance indicators.

ON BEHALF OF THE BOARD:

H R Jackson - Director

16 November 2020

The directors present their report with the financial statements of the company for the period 1 May 2019 to 31 December 2019.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of a holding company.

The principal activity of the subsidiary undertakings is as follows:

P J Colours Limited - the manufacture and sale of pigments and additives to the concrete and asphalt industries.

P J Colours Holdings Limited - a holding company.

DIVIDENDS

Interim dividends of £57,000 were paid during the period.

The directors recommend that no final dividend be paid.

The total distribution of dividends for the period ended 31 December 2019 will be £57,000.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 May 2019 to the date of this report.

H R Jackson

N J Hamilton

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Mitten Clarke Audit Limited, has indicated its willingness to continue in office and will be proposed for re-appointment in accordance with section 485 Companies Act 2006.

ON BEHALF OF THE BOARD:

H R Jackson - Director

16 November 2020

Opinion

We have audited the financial statements of Picasso Holdings Limited (the 'company') for the period ended 31 December 2019 which comprise the Statement of Comprehensive Income, 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 2019 and of its profit for the period 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 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 in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 Report of the Directors for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the Report of the Directors has 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 Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, 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 three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

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.

Lindsey Shepherd (Senior Statutory Auditor)

for and on behalf of Mitten Clarke Audit Limited

Statutory Auditors

The Glades

Festival Way

Stoke on Trent

Staffordshire

ST1 5SQ

19 November 2020

TURNOVER

-

-

OPERATING PROFIT

-

-

Income from shares in group undertakings

370,000

780,000

Interest receivable and similar income

5

101,775

130,047

471,775

910,047

471,775

910,047

Interest payable and similar expenses

6

67,270

75,256

PROFIT BEFORE TAXATION

404,505

834,791

Tax on profit

7

-

10,410

PROFIT FOR THE FINANCIAL PERIOD

404,505

824,381

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

404,505

824,381

FIXED ASSETS

Investments

9

2,016,001

2,016,001

CURRENT ASSETS

Debtors

10

2,894,985

2,297,491

CREDITORS

Amounts falling due within one year

11

11,010

180,521

NET CURRENT ASSETS

2,883,975

2,116,970

TOTAL ASSETS LESS CURRENT LIABILITIES

4,899,976

4,132,971

CREDITORS

Amounts falling due after more than one year

12

1,749,022

1,329,522

NET ASSETS

3,150,954

2,803,449

CAPITAL AND RESERVES

Called up share capital

13

1,600,002

1,600,002

Retained earnings

14

1,550,952

1,203,447

SHAREHOLDERS' FUNDS

3,150,954

2,803,449

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 16 November 2020 and were signed on its behalf by:

H R Jackson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 May 2018

1,600,002

703,066

2,303,068

Changes in equity

Dividends

-

(324,000

)

(324,000

)

Total comprehensive income

-

824,381

824,381

Balance at 30 April 2019

1,600,002

1,203,447

2,803,449

Changes in equity

Dividends

-

(57,000

)

(57,000

)

Total comprehensive income

-

404,505

404,505

Balance at 31 December 2019

1,600,002

1,550,952

3,150,954

1.	STATUTORY INFORMATION

Picasso 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.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements cover the company as an individual entity, have been prepared under the historical cost convention and are presented in Pounds Sterling (£) being the functional currency.

The financial statements have been prepared on the assumption that the company is able to carry on business as a going concern, which the directors consider appropriate having regard to the company's current and expected performance.

Financial Reporting Standard 102 - reduced disclosure exemptions

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 requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Picasso 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, Procter Johnson Holdings Limited, The Glades, Festival Way, Stoke on Trent, Staffordshire ST1 5SQ.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

(i) Financial assets and liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments which meet the conditions for basic financial instruments set out by the FRC in 'Amendments to FRS102: Basic Financial Instruments and Hedge Accounting' are subsequently measured at amortised cost using the effective interest method.

Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet these conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

(ii) Investments and Equity instruments

Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable net of direct issue costs.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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.

4.	EMPLOYEES AND DIRECTORS

Period

1.5.19

to

Year Ended

31.12.19

30.4.19

£

£

Directors' remuneration

-

-

5.

INTEREST RECEIVABLE AND SIMILAR INCOME

Period

1.5.19

to

Year Ended

31.12.19

30.4.19

£

£

Other loan interest

101,775

130,047

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.5.19

to

Year Ended

31.12.19

30.4.19

£

£

Other loan interest

67,270

75,256

7.

TAXATION

Analysis of the tax charge

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

Period

1.5.19

to

Year Ended

31.12.19

30.4.19

£

£

Current tax:

UK corporation tax

-

10,410

Tax on profit

-

10,410

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1.5.19

to

Year Ended

31.12.19

30.4.19

£

£

Profit before tax

404,505

834,791

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2019 - 19%)

76,856

158,610

Effects of:

Income not taxable for tax purposes

(70,300

)

(148,200

)

Group relief

(6,556

)

-

Total tax charge

-

10,410

8.

DIVIDENDS

Period

1.5.19

to

Year Ended

31.12.19

30.4.19

£

£

Ordinary shares of £1 each

Interim

57,000

324,000

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 May 2019

and 31 December 2019

2,016,001

NET BOOK VALUE

At 31 December 2019

2,016,001

At 30 April 2019

2,016,001

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

PJ Colours (Holdings) Limited

Registered office: The Glades, Festival Way, Festival Park, Stoke on Trent, Staffordshire ST1 5SQ

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

2019

2019

£

£

Aggregate capital and reserves

450,149

434,496

Profit for the period/year

385,653

777,811

PJ Colours Limited

Registered office: The Glades, Festival Park, Festival Way, Stoke on Trent, Staffordshire ST1 5SQ

Nature of business: Manufacture and sale of pigments and additives

%

Class of shares:

holding

Ordinary

100.00

2019

2019

£

£

Aggregate capital and reserves

2,180,399

2,172,922

Profit for the period/year

432,477

722,363

The shares of PJ Colours Limited are owned by PJ Colours (Holdings) Limited.

10.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2019

2019

£

£

Amounts owed by group undertakings

2,894,985

2,297,491

The amounts owed by group undertakings are unsecured and interest is being charged at a commercial rate.

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2019

£

£

Tax

10,411

10,411

Directors' current accounts

599

170,110

11,010

180,521

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2019

2019

£

£

Amounts owed to group undertakings

1,749,022

1,329,522

The amounts owed to group undertakings are unsecured and interest is being charged at a commercial rate.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2019

2019

value:

£

£

1,600,002

Ordinary

£1

1,600,002

1,600,002

Each Ordinary share has full voting rights, the right to receive dividends and the right to participate in a capital distribution on a sale or winding up. They do no convey any rights of redemption.

14.

RESERVES

Retained earnings represents the accumulated profits less accumulated losses and distributions up to the reporting date. This is a distributable reserve.

15.	ULTIMATE PARENT COMPANY

Procter Johnson Holdings Limited is regarded by the directors as being the company's ultimate parent company.

Copies of Procter Johnson Holdings Limited accounts can be obtained from The Glades Festival Way, Festival Park, Stoke-On-Trent, Staffordshire, United Kingdom, ST1 5SQ.

16.	POST BALANCE SHEET EVENTS

Since the balance sheet date, but before the date of the approval of the financial statements, the company has declared dividends of £141,000. These are in respect of profits earned in the current financial year.

17.	ULTIMATE CONTROLLING PARTY

The controlling party is H R Jackson.

On 11 October 2019, 100% of the share capital in Picasso Holdings Limited was acquired by Procter Johnson Holdings Limited. The ultimate controlling party is H R Jackson who is also the director of Picasso Holdings Limited.