ACCOUNTS - Final Accounts


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Registered number: 03628075










HARWOOD HOLDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

 
HARWOOD HOLDCO LIMITED
 
 
COMPANY INFORMATION


Directors
J J Brade 
C H B Mills 
C P H Mills 




Company secretary
Derringtons Limited



Registered number
03628075



Registered office
6 Stratton Street
Mayfair

London

W1J 8LD




Independent auditors
Simmons Gainsford LLP
Chartered Accountants & Statutory Auditors

7-10 Chandos Street

London

W1G 9DQ




Bankers
Bank of Scotland Plc
38 Threadneedle Street

London

EC2P 2EM





 
HARWOOD HOLDCO LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22


 
HARWOOD HOLDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2020

Introduction
 
The Directors present their strategic report on the Company for the year ended 31 March 2020.

Business review
 
The Company is an investment company and the principal activity continued to be proprietary trading in securities and derivatives, and investment holding for a number of subsidiaries. The Company has made a loss this year due to changes in valuation of year end stock.
In light of the prevailing volatility, the Company has been more cautious and holds significant cash, waiting for the right opportunity to invest.

Results and performance
 
The loss for the year is mentioned in the Directors’ report.
The Directors are pleased with the Company’s performance for the year and are looking to build on this in the forthcoming year. 
The Company’s subsidiary, Harwood Real Estate Limited, will be a much smaller operation once the properties it manages have been disposed of.

Business environment
 
The Coronavirus has created economic uncertainty. In these unprecedented times the UK government has implemented a string of measures to support the economy. Base rates are at record lows and government debt is likely to reach record highs. There is great uncertainty in the property market, particularly the commercial retail sector as many businesses are struggling to remain afloat.

Directors' statement of compliance with duty to promote the success of the Company
 
Section 172(1) statement
The board of directors of Harwood Holdco Limited consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1) Companies Act 2006.
Interests of members of the company
The Company is a private company and a wholly owned subsidiary of Harwood Capital Management Limited. Ultimately, the Company is family owned, the full Board consists of three members, two of whom are members of the family that are the ultimate shareholders. The day-to-day operations of the Company are managed by the executive directors.
In common with many private companies the interests of the Board and the shareholders are aligned in that the Company should create value by generating strong and sustainable results.
The Company is part of a Group which is regulated by the Financial Conduct Authority (FCA). The Group’s Compliance department ensures that we adhere not just to the letter of the law, but the spirit.
The Pillar 3 disclosure and The Stewardship Code disclosure can be found on our website www.harwoodcapital.co.uk 

 
Page 1

 
HARWOOD HOLDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020

The interests of employees and customers
The Company does not have any employees or customers. It is an investment company which engages in proprietary trading or investing in other group companies or different asset classes. These decisions are taken by the Chief Executive Officer.
The interests of our suppliers
Due to the nature of our activities the Company’s only suppliers are those that provide a service, such as auditing, taxation, or legal advice.
We continue to pay all our suppliers promptly and within the terms agreed. During the year we paid all the suppliers within 30 days of receipt of the invoice.
Where disputes arise, we strive to reach outcomes that are satisfactory and fair to both the Company and its suppliers.
The impact of the Company’s operations on the community and the environment
We are committed to maintaining a reputation for high standards of business conduct with all our stakeholders and the wider community. We are conscious of our impact on the environment and try to minimise our carbon footprint. The Company, as well as the whole Group, operates from one site which only uses electricity, and 56% of the electricity from our supplier is from renewable sources.

Strategy

The success of the Company, and its subsidiaries, is dependent on proper selection, pricing and ongoing management of the risks that they face. The Company has continued to trade in securities and derivatives where it has identified value both over the long and short term. Only those which meet our risk appetite and add value to the business are selected.

Principal risks and uncertainties

The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to Board approval and ongoing review by management.
 
Compliance with the regulatory, legal and ethical framework is a high priority for the Group. The main risks faced by the Group are detailed below. The Group closed out virtually all the open option positions in early 2015. A handful of option contracts remain open at the year end. These are carefully monitored and all investments are regularly reviewed. An assessment is made as to their suitability in light of current market information and sentiment. Appropriate action is taken if it has been deemed necessary.
Exchange rate risk
The company is exposed to movements in exchange rates as it holds foreign currency accounts. Movements in exchange rates will affect the value of these currencies when converted into UK Sterling. The company does not hedge against exchange rate risk.
Credit risk
The company is exposed to credit risk on derivative contracts, which arises as a result of counterparty credit risk and movements in the fair value of credit derivatives. The company's exposure to counterparty risk is affected by the nature of the trades, the credit worthiness of the counterparty, and netting and collateral arrangements.
Market risk
The company is exposed to market risk as the derivatives values are based on the value of the underlying securities which are subject to market fluctuations. A market downturn may result in the price of the underlying securities declining meaning that the buyer of the put options may exercise the option resulting in the company having to purchase the underlying security.

Page 2

 
HARWOOD HOLDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020

Financial key performance indicators

The Board monitors the progress of the company by reference to the following KPIs:
                                                           2020                2019
                                                                £                     £
Net Assets                                           88.2m              93.1m      Closing net asset position        
Operating Profit                                   -40.1%             14.9%     Operating Profit as a percentage of turnover
The operating loss was a result of fair value movements and was not due to unprofitable trading.

Future Developments

The management of the Company does not believe that the Coronavirus will have a direct impact on its ability to continue with its principal activity. The economic environment has become very uncertain following the lock down, however, greater volatility can result in mis-pricing of assets and present good opportunities.
The political environment in the UK has stabilised following the election in late 2019, but the UK government is still involved with Brexit negotiations with the EU. There are clearly a range of outcomes from these negotiations but what ‘deal’ the UK will end up with is still unclear.
The management will closely monitor the situation and act accordingly to mitigate any impact.


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




C H B Mills
Director

Date: 8 December 2020

Page 3

 
HARWOOD HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2020

The directors present their report and the financial statements for the year ended 31 March 2020.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 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 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 £4,867,418 (2019 - profit £1,780,722).

The Company has not proposed any dividends for the year.
 
Page 4

 
HARWOOD HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020


Directors

The directors who served during the year were:

J J Brade 
C H B Mills 
C P H Mills 

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'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's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

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

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





C H B Mills
Director

Date: 8 December 2020

Page 5

 
HARWOOD HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARWOOD HOLDCO LIMITED
 

Opinion


We have audited the financial statements of Harwood Holdco Limited (the 'Company') for the year ended 31 March 2020, which comprise the Statement of comprehensive income, the Balance sheet, the 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 Company's affairs as at 31 March 2020 and of its loss for the year then ended;

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

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



Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 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 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.



Page 6

 
HARWOOD HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARWOOD HOLDCO LIMITED (CONTINUED)


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 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.


Page 7

 
HARWOOD HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARWOOD HOLDCO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


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, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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, as a body, for our audit work, for this report, or for the opinions we have formed.





Atulya Mehta, FCCA (Senior statutory auditor)
  
for and on behalf of
Simmons Gainsford LLP
 
Chartered Accountants
Statutory Auditors
  
7-10 Chandos Street
London
W1G 9DQ

8 December 2020
Page 8

 
HARWOOD HOLDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2020

2020
2019
Note
£
£

  

Turnover
 4 
15,552,393
15,751,398

Cost of sales
  
(20,663,211)
(12,592,858)

Gross (loss)/profit
  
(5,110,818)
3,158,540

Administrative expenses
  
(14,110)
97,516

Fair value movements
  
(1,199,517)
(906,784)

Operating (loss)/profit
 5 
(6,324,445)
2,349,272

Interest receivable and similar income
  
67,449
17,205

(Loss)/profit before tax
  
(6,256,996)
2,366,477

Tax on (loss)/profit
 8 
1,389,578
(585,755)

(Loss)/profit for the financial year
  
(4,867,418)
1,780,722

There was no other comprehensive income for 2020 (2019:£NIL).

The notes on pages 12 to 22 form part of these financial statements.

Page 9

 
HARWOOD HOLDCO LIMITED
REGISTERED NUMBER: 03628075

BALANCE SHEET
AS AT 31 MARCH 2020

2020
2019
Note
£
£

Fixed assets
  

Investments
 9 
89
89

  
89
89

Current assets
  

Stocks
 10 
54,201,979
54,566,602

Debtors: amounts falling due within one year
 11 
21,562,885
25,932,613

Cash at bank and in hand
 12 
38,414,831
19,173,659

  
114,179,695
99,672,874

Creditors: amounts falling due within one year
 13 
(25,187,306)
(4,746,165)

Net current assets
  
 
 
88,992,389
 
 
94,926,709

Total assets less current liabilities
  
88,992,478
94,926,798

Creditors: amounts falling due after more than one year
 14 
(261,744)
-

Provisions for liabilities
  

Deferred tax
 15 
(508,048)
(1,836,694)

  
 
 
(508,048)
 
 
(1,836,694)

Net assets
  
88,222,686
93,090,104


Capital and reserves
  

Called up share capital 
 16 
549,329
549,329

Capital redemption reserve
 17 
152,958
152,958

Other reserves
 17 
60,961,631
67,429,420

Profit and loss account
 17 
26,558,768
24,958,397

  
88,222,686
93,090,104


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




C H B Mills
Director

Date: 8 December 2020

The notes on pages 12 to 22 form part of these financial statements.

Page 10

 
HARWOOD HOLDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2020


Called up share capital
Capital redemption reserve
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2019
549,329
152,958
67,429,420
24,958,397
93,090,104


Comprehensive income for the year

Loss for the year
-
-
-
(4,867,418)
(4,867,418)
Total comprehensive income for the year
-
-
-
(4,867,418)
(4,867,418)

Fair value loss on securities
-
-
(7,632,565)
7,632,565
-

Tax on loss on securities
-
-
1,330,417
(1,330,417)
-

Transfer of fair value adjustment on disposal
-
-
(165,641)
165,641
-


At 31 March 2020
549,329
152,958
60,961,631
26,558,768
88,222,686


The notes on pages 12 to 22 form part of these financial statements.


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2019


Called up share capital
Capital redemption reserve
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2018
549,329
152,958
67,727,555
22,879,540
91,309,382


Comprehensive income for the year

Profit for the year
-
-
-
1,780,722
1,780,722
Total comprehensive income for the year
-
-
-
1,780,722
1,780,722

Fair value gain on securities
-
-
499,542
(499,542)
-

Tax on gains on securities
-
-
(94,913)
94,913
-

Transfer of fair value adjustment on disposal
-
-
(702,764)
702,764
-


At 31 March 2019
549,329
152,958
67,429,420
24,958,397
93,090,104


The notes on pages 12 to 22 form part of these financial statements.

Page 11

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

1.


General information

The company is a private company limited by shares and is incorporated in England and Wales. The address of its registered office and principal trading address is 6 Stratton Street, Mayfair, London, W1J 8LD. 
The principal activity continued to be proprietary trading in securities and derivatives, and investment holding for a number of subsidiaries.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of fixed asset investments and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom 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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The company is itself a subsidiary company and is exempt from the requirement to prepare group accounts by virtue of section 400 of the Companies Act 2006. These financial statements therefore present information about the company as an individual undertaking and not about its group.
The individual accounts of Harwood Holdco Limited have also adopted the following disclosure exemptions:
- the requirement to present a statement of cash flows and related notes
- the total amount of key management personnel compensation
- financial instrument disclosures, including categories of financial instruments, items of income, expenses, gains or losses relating to financial instruments, and exposure to and management of financial risks. 
This information is included in the consolidated financial statements of Harwood Capital Management Limited as at 31 March 2020 and these financial statements may be obtained from 6 Stratton Street, Mayfair, London, W1J 8LD.
The following principal accounting policies have been applied:

 
2.2

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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. 

Revenue derived from trading of securities is recognised when the securities are sold and the transaction has been settled.
Premium income received from the sale of options is recognised when an option has expired. If an option is exercised, or a payment is made to close out a particular position, then the cost is recognised as an expense. 

Page 12

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

2.Accounting policies (continued)

 
2.3

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.4

Stocks

Investments in listed and unlisted company shares held as stock are remeasured to market value at each Balance sheet date. Unlisted shares are valued at prices obtained from accredited sources. Where such a source is difficult to obtain then the Company uses reasonable discretion to determine a fair value for the asset. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.5

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Page 13

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

2.Accounting policies (continued)

 
2.6

Financial instruments

The Company only enters into basic financial instrument transactions, with the exception of options, 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.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Derivatives, including options, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Page 14

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

2.Accounting policies (continued)

 
2.7

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 15

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgement 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.
The company makes estimates and assumptions concerning the future. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors consider there to be areas of judgements (including key sources of estimation uncertainty) on the following areas:
Fair value of stocks
The company utilises services of an FCA registered organisation to determine the fair value of investments at the reporting date. Details of the techniques used have been detailed in note 2.4.


4.


Turnover

An analysis of turnover by class of business is as follows:


2020
2019
£
£

Sales and income from trading of financial instruments
15,031,015
16,100,559

Premiums received
521,378
(349,161)

15,552,393
15,751,398


All turnover arose within the United Kingdom.


5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2020
2019
£
£

Exchange differences
(477,089)
(109,577)

Page 16

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

6.


Auditors' remuneration

2020
2019
£
£


Fees payable to the Company's auditor for the audit of the Company's annual accounts
7,750
9,240

Fees payable to the Company's auditor in respect of:


Other services relating to taxation
1,850
2,160




7.


Employees

The Company has no employees other than the directors, who did not receive any renumeration in the year (2019 - £nil).






8.


Taxation


2020
2019
£
£

Corporation tax


Current tax on profits for the year
(1,340)
809,592

Adjustments in respect of previous periods
(59,592)
(318,750)


Deferred tax


Origination and reversal of timing differences
(1,328,646)
94,913


Taxation on (loss)/profit on ordinary activities
(1,389,578)
585,755
Page 17

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
 
8.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2019 - lower than) the standard rate of corporation tax in the UK of19% (2019 - 19%). The differences are explained below:

2020
2019
£
£


(Loss)/profit on ordinary activities before tax
(6,256,996)
2,366,477


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)
(1,188,829)
449,631

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
318,924
369,278

Adjustments to tax charge in respect of prior periods
(59,592)
(318,750)

Other timing differences leading to an increase (decrease) in taxation
(727,231)
94,913

Non-taxable income
(155,500)
-

Double taxation relief
-
(9,317)

Group relief
422,650
-

Total tax charge for the year
(1,389,578)
585,755


9.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 April 2019
89



At 31 March 2020
89




Page 18

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Direct Subsidiary undertaking
.
Harwood Real Estate Limited
Management of real estate on a fee or contract basis
Ordinary
60
Indirect Subsidiary undertakings
.
Harwood Property Investments Limited
Investment property
Ordinary
60
Harwood Squirrel Limited
Investment property
Ordinary
60
Stratton Street (Anthony) Ltd
Dormant
Ordinary
60
Stratton Street (Mouse No. 1) Ltd
Dormant
Ordinary
60

Harwood Shrew 2 Limited, an indirect subsidiary, which was dormant during the year  was dissolved on 22 October 2019.
Harwood Red Limited, an indirect subsidiary, which was dormant during the year was dissolved on 12 November 2019.


10.


Stocks

2020
2019
£
£

Stocks and shares
54,201,979
54,566,602


The value of stocks and shares at the year end is made up of historic cost of £44,941,710 (2019 - £38,873,285)and fair value adjustment of £9,260,269 (2019 - £15,693,317).

Page 19

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

11.


Debtors

2020
2019
£
£


Amounts owed by group undertakings
18,998,323
25,570,775

Other debtors
2,078,667
-

Prepayments and accrued income
485,895
361,838

21,562,885
25,932,613



12.


Cash and cash equivalents

2020
2019
£
£

Cash at bank and in hand
38,414,831
19,173,659


Included within cash at bank and in hand is investment cash of £34,064,041 (2019: £15,480,847) which represents cash held within collateral accounts, traded options or dealing accounts. The cash in the collateral accounts is the margin required to cover open option positions and cannot be used for trading. A fixed charge is held over a balance of £7,370,457 (2019: £nil).


13.


Creditors: Amounts falling due within one year

2020
2019
£
£

Trade creditors
2,160
-

Amounts owed to group undertakings
20,465,978
2,188,407

Corporation tax
-
400,240

Accruals and deferred income
4,719,168
2,157,518

25,187,306
4,746,165


During the year, the company sold a number of put options for which it received a premium. At the year end, the premium associated with all open, unexpired options has been recognised as deferred income of £4,707,668 (2019: £2,145,518).

Page 20

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

14.


Creditors: Amounts falling due after more than one year

2020
2019
£
£

Accruals and deferred income
261,744
-


During the year the company sold a number of put options for which it received a premium. At the year end, the premium associated with all open, unexpired options has been recognised as deferred income of £261,744 (2019: £nil).


15.


Deferred taxation




2020
2019


£

£






At beginning of year
(1,836,694)
(1,741,781)


Charged to profit or loss
1,328,646
(94,913)



At end of year
(508,048)
(1,836,694)

The provision for deferred taxation is made up as follows:

2020
2019
£
£


Tax liability on fair value adjustment
(508,048)
(1,836,694)


16.


Share capital

2020
2019
£
£
Allotted, called up and fully paid



54,932,871 (2019 - 54,932,871) Ordinary shares of £0.01 each
549,329
549,329

Page 21

 
HARWOOD HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020

17.


Reserves

Capital redemption reserve

The Capital Redemption Reserve arose in 2012 due to the net of creations, cancellations, share buybacks and capitalisation of the issued share capital.

Other reserves

The Other Reserve arose in 2012 following the acquisition of J O Hambro Capital Management Limited ("JOHCML"), a former subsidiary undertaking, by BT Investment Management Limited. This reserve  of £54,616,458 represents the excess of proceeds over the company's investment in JOHCML.
The balancing figure comprises the fair value gains on fixed asset investments net of associated deferred tax. This reserve is not available for distribution.

Profit & loss account

The profit and loss account does not contain any non-distributable reserves in the current or prior periods.


18.


Contingent liabilities

At the balance sheet date the company had entered into an agreement to commit funds of up to £8,500,000 (2019: £nil) to a UK SME fund.
At the balance sheet date, the company was party to an omnibus guarantee for a bank loan with a fellow group undertaking, Growth Financial Services Limited. The contingent liability attributable to the company amounted to £nil (2019: £2,900,000).


19.


Related party transactions

At the balance sheet date an amount of £3,856,449 (2019 - £4,646,920) was due from a subsidiary undertaking of the company which is not wholly owned within the group.
At the balance sheet date, the company owed £468,111 (2019 - £1,574,000) to a fellow subsidiary undertaking which is not wholly owned within the group.


20.


Controlling party

The ultimate and immediate parent undertaking is Harwood Capital Management Limited which is registered in England and Wales. The consolidated financial statements of Harwood Capital Management Limited are held and are available at 6 Stratton Street, Mayfair, London W1J 8LD.
CHB Mills is the ultimate controlling party in both this and the preceding year by virtue of his shareholding in Harwood Capital Management Limited.

 
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