ROTOTHERM_GROUP_LIMITED - Accounts

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Rototherm Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Kenfig Industrial Estate, Port Talbot, West Glamorgan, SA13 2PW.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The financial statements contain information about Rototherm Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken the option under Section 399 of the Companies Act 2006 not to prepare consolidated financial statements.

The financial statements have been prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future. trueIn making their assessment the directors have reviewed the balance sheet, the likely future cash flows of the business and have considered the facilities that are in place at the date of signing the report.

The group that this company heads meets its day to day working capital requirements from its cash reserves, overdraft and loan facilities. The situation arising post year end in the UK and globally in respect of Covid-19 and the measures taken by the UK Government to contain the virus have impacted the global economy but also presented opportunities. The group has looked to diversify its operations during this period and has successfully achieved a growth in its sales levels and profitability as a result. With no indication that at the current time the trading position will change, the group's forecasts and projections show that they will be able to operate within those facilities.

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

Turnover represents rentals receivable from the lease of investment property to subsidiary companies, net of value added tax. Turnover is recognised in the period to which it relates.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Deferred tax is recognised on any fair value changes at the rate that would apply to the sale of the investment property, unless the property has a limited useful life and is held as part of a business model to consume all of the economic benefits associated with it.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

Related Party Transactions

The company discloses all transactions with related parties which are not wholly owned members within the same group. Conversely, the company does not disclose transactions with members of the same group that are wholly owned.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. 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.

Fair values of investment properties

The fair value of investment properties involved the use of professional valuation techniques, which are reviewed annually by management. Where factors that could impact the fair value are identified, appropriate adjustments are made via the Profit and Loss Account.

The average monthly number of persons (including directors) employed by the company during the year was 5 (2018 - 5).

The fair value of the investment property at the Kenfig site has been arrived at on the basis of a valuation carried out at 4 April 2017 by HR Thomas Limited Estate Agents & Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

The directors believe there is no significant change in the valuation as at the 31 December 2019.

The directors consider that the carrying amounts of fixed assets investments are supported by the underlying net asset values and forecast trading positions of the subsidiaries concerned.

The company indirectly owns 24% of the ordinary issued share capital of the following company registered in India:-

HNL Instrument and Control Limited (Trading)

Debentures comprise fixed rate unsecured 5 and 10 year loan notes. See note 16 for further details.

Debentures comprise fixed rate unsecured 5 and 10 year loan notes. See note 16 for further details.

On 4 February 2019 67,500 ordinary £1 shares were redesignated at par value into 67,500 ordinary A shares, with these A shares having the same rights as the existing A ordinary shares.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

As at the 31 December 2019 the company had a cross guarantee with HNL Engineering Limited and The British Rototherm Company Limited in respect of an overdraft facility of £500,000 utilised by The British Rototherm Company Limited. No liability is expected to arise as at the balance sheet date.

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.

Debentures (interest bearing 5 and 10 year loan notes) held for the benefit of Directors and the Conger Trust amount to £2,835,309 (2018: £3,179,858) as follows:

                          2019              2018

                               £         £

Conger Trust              -      1,809,825

CJ Rea                         597,000         597,000

H&P Conger                     2,238,309      773,033

Total                          2,835,309      3,179,858

The loan notes held for the benefit of the Conger Trust accrued interest annually at rates of 2% and 5%. During the year the interest accrued on these balances to date of £394,325 was waived and the remaining loan note balance was settled.

All interest due and payable to the date of redemption in respect of the loan notes held in both periods for the benefit of CJ Rea and H & P Conger has been waived. During the year new loan notes for the benefit of H & P Conger were introduced with a total value of £1,415,000, and these loan notes accrue interest at a rates of 2% and 5% respectively.

Interest accruing on these loan notes has been recognised in these financial statements at 31 December 2019 of £49,776 (2018: £49,776).

During the year ended 31 December 2019, dividends of £131,250 (2018: £90,000) were declared in respect of shares held by the directors of the company. As at 31 December 2019 £33,500 (2018: £nil) remain unpaid and are included in other creditors due within one year.

As per note 1.2 the directors have considered the impact of COVID-19 on the operations of the company and wider group of which the company forms a part, and the groups ability to continue as a going concern. The directors consider that the entity has adequate resources to continue in operational existence for the foreseeable future. Further the directors consider this a non-adjusting post balance sheet event due to the pandemic and related restrictions not being known as at 31 December 2019.

The company was under the control of Conger Trust during the year to 31 December 2018 by virtue of its majority shareholding in Rototherm Group. On 5 December 2018 53% of the share capital of Rototherm Group Limited were transferred to Melius Holdings Limited from the Conger Trust.

From 5 December 2018 the directors considered the ultimate controlling party to be Melius Holdings Limited by virtue of its shareholding in Rototherm Group Limited.