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Registered number: 01645961
Woodfield Systems Limited
Financial statements
For the year ended 31 December 2019
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Woodfield Systems Limited
Registered number: 01645961
Balance sheet
As at 31 December 2019
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Page 1
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Woodfield Systems Limited
Registered number: 01645961
Balance sheet (continued)
As at 31 December 2019
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 16 form part of these financial statements.
Page 2
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
Woodfield Systems Limited is a private company limited by shares and is incorporated in England with the registration number 01645961. The address of the registered office is Tyler Way, Swalecliffe, Whitstable, Kent, CT5 2RS.
The company's principal activity is the design, manufacture, installation and after market support of marine loading arms and specialist engineering services.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statments are rounded to the nearest thousand pounds.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.
These financial statements are therefore the company’s separate financial statements, and present information about the company as an individual undertaking and not about its group.
The company is continuing to encounter challenging trading conditions and has reported an operating loss for the year. The directors continue to closely monitor the company’s cash flow to ensure that its obligations can be met as they fall due.
The company’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate within the level of its current facilities. While the directors have instituted measures to preserve cash and secure continued availability of finance, uncertainties remain over future trading results and cash flows.
While the impact of the COVID-19 pandemic has been assessed by the directors so far as reasonably possible, due to its unprecedented impact on the wider economy, it is difficult to evaluate the potential outcomes on the company's operations with certainty. However, the directors have taken every possible step to mitigate related losses, and have taken into consideration the latest UK Government restrictions and available support.
Notwithstanding these factors, after making enquiries and considering the uncertainties, the directors have formed a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
For these reasons, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Page 3
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
2.Accounting policies (continued)
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. The following criteria must also be met before revenue is recognised:
Revenue from goods sold are recorded after the significant risks and rewards have been transferred to the buyer and the company no longer has authority or control over the goods. Usually this means the moment when the goods have been handed over to the customer in accordance with the agreed contractual terms. Sales against which trade-ins are accepted are recorded at the contract price. Any difference between the agreed trade-in price and its recorded value in inventory is recognised in cost of goods sold to adjust the sales margin.
Revenue from separately identified construction contracts is recorded as sales under the percentage of completion method when the outcome of the project can be estimated reliably. The percentage of completion is determined by reference to the individual contract costs incurred to date as a percentage of the total estimated contract costs or by completion of a certain physical milestone. If the conditions for percentage of completion method are not met, costs are expected to be recovered. Expected contract losses are recognised as an expense immediately.
Revenue from service contracts is recognised as sales under the percentage of completion method when the outcome of the project can be estimated reliably. The percentage of completion is determined by reference to the individual contract costs incurred to date as a percentage of the total estimated contract costs or by reference to the amount of service work performed from the expected total amount of service work to be performed. With small service contracts, the percentage of completion is not assessed on a contract level based on the costs incurred and amount of work performed but based on an estimate of costs incurred and services performed over the contract period. When the services are delivered over specified period of time, the revenue is recognised on a straight-line basis over the contract period. When the conditions for percentage of completion method are not met, costs are recognised as incurred and revenues to the extent that corresponding costs are expected to be recovered. Possible contract losses are recognised as an expense immediately.
The directors have reviewed the allocation of costs between cost of sales and administrative expenses. This has resulted in costs of £391,000 (2018 - £400,000) being reanalysed from cost of sales to administrative expenses in the current and prior accounting periods.
Page 4
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is pounds sterling.
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'.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss 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 company in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss 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.
Page 5
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
2.Accounting policies (continued)
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Current and deferred taxation
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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 is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued.
When a business combination agreement provides for an adjustment to the cost of the combination which is contingent on future events, the company includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probably and can be measured reliably. However, if the potential adjustment is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration shall be treated as an adjustment to the cost of the combination. Changes in the estimated value of contingent consideration arising on business combinations completed as a consequence result in a change in the carrying value of the related goodwill.
Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the statement of comprehensive income over its useful economic life.
Page 6
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
2.Accounting policies (continued)
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.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Prior to the adoption of FRS 102 the company adopted the revaluation model for the measurement of its land and buildings. Land and buildings are currently held at deemed cost and a policy of continual revaluation has not been adopted by the company.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
The estimated useful lives range as follows:
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Leasehold land and buildings
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10 - 15 years straight line
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3 - 8 years straight line
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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 profit or loss.
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Leased assets: the company as lessee
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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 profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Investments in subsidiaries and other fixed asset investments are measured at cost less accumulated impairment.
Page 7
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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.
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Cash and cash equivalents
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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.
Page 8
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
2.Accounting policies (continued)
The company 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.
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.
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.
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.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the company 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 profit or loss in the year that the company 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.
Page 9
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgements have had the most significant impact on amounts recognised in the financial statements:
Going concern
In the judgement of the directors it is appropriate to prepare the financial statements in accordance with the going concern basis of accounting. See note 2.3 for further details.
Lease commitments
The company has entered into a range of lease commitments in respect of property, plant and equipment. The classification of these leases as either financial or operating lease requires the directors to consider whether the terms and conditions of each lease are such that the company has acquired the risks and rewards associated with the ownership of the underlying assets.
The following are the company's key sources of estimation uncertainty:
Provisions
Provision has been made in the financial statements for the expected cost of product warranties amounting to £42,000 (2018 - £43,000), see note 13 for further details. This provision is based upon the directors’ assessment of the likely level of warranty claims that will be received in respect of work performed prior to the year end based upon historic levels of claims received.
Revenue recognition
Revenue from construction contracts is recognised under the percentage completion method. Where the outcome of the contract can be estimated reliably, the company has recognised contract revenue and contract costs associated with the contract as revenue and expenses respectively by reference to the stage of completion of the contract at the end of the year reporting period.
Stage of completion is determined by reference to the individual contract costs incurred to date as a percentage of the total estimated contract costs or by reference to the amount of service work performed from the expected total amount of service work to be performed.
The auditor's report on the financial statements for the year ended 31 December 2019 was unqualified.
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In their report, the auditor emphasised the following matter without qualifying their report:
Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements, which indicates that the company is encountering challenging trading conditions. As stated in note 2.3, these conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 22 December 2020 by Mark Attwood FCCA (senior statutory auditor) on behalf of Kreston Reeves LLP.
Page 10
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
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The average monthly number of employees, including directors, during the year was 61 (2018 - 64).
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At 1 January 2019 and 31 December 2019
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At 1 January 2019 and 31 December 2019
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Page 11
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
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Leasehold land and buildings
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Charge for the year on owned assets
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Charge for the year on financed assets
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Page 12
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
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Other fixed asset investments
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The company acquired the entire share capital of Loadtec Marine Arms Limited during the year for consideration of £1. This amount was equal to the book and fair value of the company's net assets.
The company acquired the entire share capital of Woodfield Logistics Limited during the year for consideration of £100, following its incorporation.
The company has an investment of £10,000 in Woodfield Systems International PVT Limited, a company registered in India. This represents a 4% interest in the share capital of Woodfield Systems International PVT Limited.
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The following were subsidiary undertakings of the company:
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Woodfield Rochester Engineering Limited
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Woodfield Logistics Limited
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Loadtec Marine Arms Limited
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Each subsidiary is registered at Tyler Way Industrial Estate, Swalecliffe, Whitstable, Kent, CT5 2RS.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Page 13
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Charged to profit or loss
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Due to their nature, it is not possible to predict precisely when/or if these provisions will be utilised, but it is anticipated that if there were to be a liability then, in the majority of cases, it would be in the medium term.
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Page 14
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Accelerated capital allowances
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The amount of the net reversal of deferred tax expected to occur next year is £2,000 (2018 - £NIL) relating to the reversal of existing timing differences on tangible fixed assets.
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Allotted, called up and fully paid
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2,450,000 (2018 - 2,450,000) Ordinary shares of £1 each
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Revaluation reserve
Prior to the adoption of FRS 102 the company adopted the revaluation model for the measurement of its land and buildings. This reserve records the legacy revaluation surplus recognised less the related provision for deferred tax. The amount of depreciation provided on book value which represents valuation surpluses is transferred each year by way of a reserve movement to the profit and loss account.
Profit & loss account
This reserve comprises all current and prior year retained profits and losses for the year attributable to owners of the parent after deducting any distributions made to the company’s shareholders.
The company has provided security by way of a debenture of all assets of the company, in respect of any liabilities of the company or any other group member falling due to MacGregor PTE Limited. The total exposure as at 31 December 2019 was £1,290,000.
Page 15
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Woodfield Systems Limited
Notes to the financial statements
For the year ended 31 December 2019
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Commitments under operating leases
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At 31 December 2019 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The company is exempt from disclosing related party transactions with other companies that are wholly owned within the group.
All other related party transactions during the current and prior periods, including key management personnel compensation, were made under normal market conditions.
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Post balance sheet events
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Substantive information about the COVID-19 disease only came to light in early 2020, with the World Health Organisation declaring a pandemic on 11 March 2020.
The directors have carefully considered the impact of the pandemic, its effect on the economic climate, and the impact on the company. The directors will continue to seek to mitigate the risks to the company's operations, by following the UK Government's guidelines and adapting/developing their internal strategy.
While it has not been possible to estimate the financial effect that is directly attributable to these conditions, the company has continued to encounter challenging trading conditions and expects to report a loss for the year ended 31 December 2020. Notwithstanding these results, the directors are confident that following an internal review of operations in which they took actions to alter their cost base, in addition to a review of the latest sales projections, the company results will improve in future periods.
The company continues to maintain a strong relationship with its investors and the directors will continue to closely monitor the company's operational activities.
The company is a wholly owned subsidiary of Woodfield Industries Limited, a company registered in England.
Woodfield Industries Limited prepares consolidated financial statements which include the results of the company. Those financial statements may be obtained from its registered office at Tyler Way, Swalecliffe, Whitstable, Kent, CT5 2RS.
The current directors consider that the company has no ultimate controlling party.
Page 16
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