Centura Group Limited - Period Ending 2021-06-30
Centura Group Limited - Period Ending 2021-06-30
Registration number:
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Centura Group Limited
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Brebners
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Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Income Statement |
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Consolidated Statement of Comprehensive Income |
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Consolidated Statement of Financial Position |
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Statement of Financial Position |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Company Information
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Directors |
A P Rimoldi S S Patel A C Came C J Martin J F Drewett |
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Registered office |
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Auditor |
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Strategic Report for the Year Ended 30 June 2021
The directors present their strategic report for the year ended 30 June 2021.
Principal activity and fair review of the business
Centura Group is the holding company of a number of businesses which operate in the construction sector. The bulk of those activities and trade are based in the United Kingdom with one branch office in Australia. During the year the company acquired a property company, Standmark Limited, which owns all of the company's trading premises.
The principal activity of Centura Group is to provide management services to all group companies. Services provided include SHEQ and other quality systems, all finance functions, human resources, training and group marketing.
The consolidated results for the year reports an increase in both sales and profitability. The overriding reason has been the return to historic trading activity following the effects of the Covid 19 pandemic in the prior year.
Financial KPI's
The group's key financial and other performance indicators during the year were as follows:
|
Unit |
2021 |
2020 |
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Turnover |
£ |
38,225,049 |
27,580,742 |
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Increase/(decrease) in turnover |
% |
39 |
(34) |
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Gross profit percentage |
% |
17 |
22 |
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Operating profit percentage |
% |
1 |
(1) |
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Cash at bank and in hand |
£ |
4,831,231 |
4,240,068 |
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Net current (liabilities)/assets |
£ |
(1,018,763) |
859,644 |
Non-financial KPI's
The company seeks to ensure that responsible business practice is fully integrated into the management of all of its operations and into the culture of all parts of its business. It believes that the consistent adoption of responsible business practice is essential for operational excellence, which in turn, ensures the delivery of its core objectives of sustained real growth in profitability.
In a company this size the directors consider there are collectively numerous non-financial performance indicators but none individually are key.
Strategic Report for the Year Ended 30 June 2021
Principal risks and uncertainties
All group companies operate in the construction sector. The individual businesses recognise and identify risk and opportunity that affects them.
Significant risks identified within the businesses include;
• Cash flow, delayed payments and bad debts
• Availability of adequate resources both direct and indirect
• Retention of key staff
• Availability of sufficient opportunities to maintain strategic plans
• Poor cost control
• Global issues e.g Brexit and Covid 19.
The Directors and senior management team treat the management and reduction of these risks as a priority. Changes have been implemented to strategic plans to allow for expected market conditions in future trading. The Board expects an improved performance in future trading after reduction to most cost heads and a strong order book.
The Board are supported by an excellent management team and remain confident of successful future trading.
The directors oversee clear and effective risk management policies and procedures that cover all major financial transactions of the group. The directors are of the opinion that there is an adequate process in place to identify and evaluate significant risks.
Significant identified risks to the business include:
The availability of sufficient opportunities and retention of key customer contracts following the implications of the UK leaving the European Union, on government and corporate budgets that may affect infrastructure (both buildings and transportation), restoration, energy and utilities sales contracts. The group has diversified its operations and management are expecting to maintain its strategic plans and forecasts as indicated by a strong order book.
Maintaining adequate cash flow especially where extended credit or delayed payments by customers and the risks of potential bad debts. The group has arranged bank facilities to enable it to cover any cash shortfalls during trading and/or seasonal cycles.
Availability of adequate direct and indirect resources to perform contracts, both from maintaining adequate cash flow facilities and from retaining key suppliers of materials and services. The directors continue to maintain ongoing relationships with both suppliers and subcontractors.
Retention of key staff and subcontractors to enable significant contracts to be performed and completed in agreed timetables and budgets.
The continuing effect of Brexit did not impact significantly on the business, with most of its sales generated either within the United Kingdom or outside the EU. There has been some alignment of material costs imported from Europe.
The impact of Covid 19 continued to be far more of a challenge with the risks imposed by new variants and new restrictions. In the expectation of reduced sales, business plans are flexed, costs across the group are reviewed and cash management becomes the highest priority. This unexpected risk has been quickly understood and well managed. The outcome of these changes will positively effect future trading.
Reviews are carried out regularly to evaluate existing controls and develop future strategy for the management of risk.
Financial control is maintained through monthly monitoring of performance against budget and forecast and other KPIs with particular attention to cash management.
The directors and senior management team treat the reduction of these risks as a priority.
Strategic Report for the Year Ended 30 June 2021
Financial instruments
Objectives and policies
The group's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds and finance the group's operations.
Price risk, credit risk, liquidity risk and cash flow risk
The group's approach to price, credit, liquidity and cash flow risks applicable to the financial instruments concerned is shown below.
The group has agreed credit facilities with its bankers to manage its credit risk. Any liquidity and cash flow risks are met through the company maintaining positive cash balances and monitoring their requirements regularly.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.
Sales are determined via a contract tendering process and are recognised on a stage of completion basis, with provisions made for foreseeable losses.
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Future developments
The year under consideration reflects continued strong trading for the business in light of difficulties experienced during the COVID 19 pandemic across a number of sectors of a specialist market. Whilst there are many and varied opportunities it remains important that clients' needs are understood and best value solutions can be offered. The group's core speciality of structural repair and strengthening continues to account for the majority of sales in all regions. Much of this work is through publicly funded bodies. Of note is the group's continued presence in both the Highways and Water sectors. Repeat work continues to be derived through framework agreements across the UK.
The generation of cash remains a priority allowing future market expansion to be considered. The group continues to be risk averse not only to safeguard its financial position but to maintain the very highest standards of safety and health in the workplace. Significant training opportunities are available to staff at all levels not only to help individual careers but to maintain professionalism and integrity across the business. The group recognises its Corporate Social Responsibility and strives to enhance its position in the community.
The group has continued to invest in all sectors that it operates within. These activities now contribute positively and it is expected that further growth will be seen in future trading.
The Board and its senior management team are confident of continuing successful trading.
Approved by the Board on
.........................................
A P Rimoldi
Director
Directors' Report for the Year Ended 30 June 2021
The directors present their report and the for the year ended 30 June 2021.
Directors of the group
The directors who held office during the year were as follows:
Dividends
Particulars of recommended dividends are detailed in note 22 to the financial statements.
Engagement with employees
The group's policy is to consult and discuss with employees, through meetings, on matters likely to affect employees' interests, or matters of concern to them. Information on matters of concern to employees is communicated internally to achieve a common awareness of the financial and economic factors affecting the performance of the Group.The employees are encouraged to take an active role in these discussions and consultations by the directors of the group.
Additionally all employees are communicated through the Groups internal intranet webpage with announcements shown automatically on accessing the internet. Policy changes are notified to employees via e-mail directing them to the updates on our document library held on our intranet. The Group also produces a biannual newsletter and further information is available through the Group’s own website.
Employment of disabled persons
The group's policy is to offer equal opportunities to all persons, including disabled persons, applying for vacancies having regard to their aptitudes and abilities in relation to the jobs for which they apply. The opportunity also exists for continuing employment and appropriate training for such employees including those who become disabled during their employment with the group.
Branches outside the United Kingdom
The Group has a branch in Australia.
Disclosure of information in the Strategic Report
The Group has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the group's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of financial instruments and future developments.
Directors' Report for the Year Ended 30 June 2021
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
.........................................
Director
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Independent Auditor's Report to the Members of
Centura Group Limited
Opinion
We have audited the financial statements of Centura Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2021, which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 30 June 2021 and of its profit 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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 auditor’s 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 statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Independent Auditor's Report to the Members of
Centura Group Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors’ remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 7], 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.
Auditor 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 auditor’s 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.
Independent Auditor's Report to the Members of
Centura Group Limited
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the Group and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006), UK corporate taxation laws and health and safety legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the Group is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 auditor’s 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.
......................................
For and on behalf of
130 Shaftesbury Avenue
London
W1D 5AR
Consolidated Income Statement for the Year Ended 30 June 2021
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Note |
2021 |
2020 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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|
|
|
Administrative expenses |
( |
( |
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Other operating income |
|
|
|
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Operating profit/(loss) |
|
( |
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|
Other interest receivable and similar income |
|
|
|
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Interest payable and similar expenses |
( |
( |
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Profit/(loss) before tax |
|
( |
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Taxation |
( |
|
|
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Profit for the financial year |
|
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|
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Profit/(loss) attributable to: |
|||
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Owners of the company |
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Minority interests |
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|
|
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Consolidated Statement of Comprehensive Income for the Year Ended 30 June 2021
|
Note |
2021 |
2020 |
|
|
Profit for the year |
|
|
|
|
Foreign currency translation gains/losses |
|
( |
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Total comprehensive income for the year |
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Total comprehensive income attributable to: |
|||
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Owners of the company |
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Minority interests |
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Consolidated Statement of Financial Position as at 30 June 2021
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Note |
2021 |
2020 |
|
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current (liabilities)/assets |
( |
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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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Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
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|
|
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Capital redemption reserve |
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Profit and loss account |
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|
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Equity attributable to owners of the company |
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|
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Minority interests |
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|
|
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Total equity |
|
|
Approved and authorised by the
.........................................
Director
Company registration number: 05676721
Statement of Financial Position as at 30 June 2021
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Note |
2021 |
2020 |
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Fixed assets |
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Investments |
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Current assets |
|||
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Debtors |
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Cash at bank and in hand |
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Total assets less current liabilities |
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Provisions for liabilities |
- |
( |
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Net assets |
|
|
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Capital and reserves |
|||
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Called up share capital |
303,600 |
316,800 |
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Capital redemption reserve |
302,400 |
289,200 |
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Profit and loss account |
43,013 |
181,433 |
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Shareholders' funds |
649,013 |
787,433 |
The company made a profit after tax for the financial year of £485,330 (2020 - loss of £53,573).
Approved and authorised by the
.........................................
Director
Company registration number: 05676721
Consolidated Statement of Changes in Equity for the Year Ended 30 June 2021
Equity attributable to the parent company
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
Non- controlling interests |
Total equity |
|
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At 1 July 2019 |
|
|
|
|
|
|
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Profit for the year |
- |
- |
|
|
|
|
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Other comprehensive income |
- |
- |
( |
( |
- |
( |
|
Total comprehensive income |
- |
- |
|
|
|
|
|
At 30 June 2020 |
|
|
|
|
|
|
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
Non- controlling interests |
Total equity |
|
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At 1 July 2020 |
|
|
|
|
|
|
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Profit for the year |
- |
- |
|
|
|
|
|
Other comprehensive income |
- |
- |
|
|
- |
|
|
Total comprehensive income |
- |
- |
|
|
|
|
|
Dividends |
- |
- |
( |
( |
( |
( |
|
Purchase of own share capital |
(13,200) |
13,200 |
(135,000) |
(135,000) |
- |
(135,000) |
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Transfers |
- |
- |
(23,102) |
(23,102) |
23,102 |
- |
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At 30 June 2021 |
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|
|
|
|
|
Statement of Changes in Equity for the Year Ended 30 June 2021
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Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 July 2019 |
|
|
|
|
|
Loss for the year |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
( |
( |
|
At 30 June 2020 |
|
|
|
|
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 July 2020 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
Purchase of own share capital |
(13,200) |
13,200 |
(135,000) |
(135,000) |
|
At 30 June 2021 |
|
|
|
|
Consolidated Statement of Cash Flows for the Year Ended 30 June 2021
|
Note |
2021 |
2020 |
|
|
Cash flows from operating activities |
|||
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Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
(Profit)/loss on disposal of tangible assets |
( |
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
Foreign exchange gains/losses |
|
( |
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease in stocks |
|
|
|
|
(Increase)/decrease in trade debtors |
( |
|
|
|
Increase/(decrease) in trade creditors |
|
( |
|
|
Cash generated from operations |
|
( |
|
|
Income taxes received/(paid) |
|
( |
|
|
Net cash flow from operating activities |
|
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of intangible assets |
( |
- |
|
|
Acquisition of subsidiaries |
|
- |
|
|
Net cash flows from investing activities |
|
( |
|
|
Cash flows from financing activities |
|||
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Interest paid |
( |
- |
|
|
Payments for purchase of own shares |
( |
- |
|
|
Repayment of bank borrowing |
( |
- |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Interest on preference shares |
( |
( |
|
|
Dividends paid |
( |
- |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
|
Cash and cash equivalents at 1 July |
|
|
|
|
Cash and cash equivalents at 30 June |
4,831,231 |
4,240,068 |
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Notes to the Financial Statements for the Year Ended 30 June 2021
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The principal place of business is:
Cathite House
23A Willow Lane
Mitcham
Surrey
CR4 4TU
The principal activity of the company is to provide management services to all group companies. The principal activity of the group is specialised construction services.
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
Notes to the Financial Statements for the Year Ended 30 June 2021
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2021.
No Income Statement is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £485,330 (2020 - loss of £53,573).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The group had made a profit after tax for the year ended 30 June 2021 of £184,159 and had net assets at that date of £1,427,091.
The directors have considered the continuing impact of COVID-19 and have managed this risk throughout the pandemic and through the ongoing and potential future restrictions.
The group experienced the impact of the pandemic in the second half of the year ended 30 June 2020, however turnover has now returned to the levels experienced in prior years. The group of companies operate in the construction and related industries and as such has been able to operate under the COVID-19 restrictions.
The directors have considered the effect of the current COVID-19 crisis and, although there is no certainty as to when it will end, the director’s view is that the impact is manageable. The group has been able to continue trading during the pandemic restrictions and despite revenues being affected, the group has been able to generate profits. The group has restructured its operations to ensure more efficiencies within the business, which has resulted in reduced costs.
Current management accounts indicate continued group profitability and the directors have produced stressed cashflow forecasts for the next 12 months, which demonstrates that the group has sufficient working capital for a period exceeding 12 months from the approval of the financial statements.
On the basis of the above, and after making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
Notes to the Financial Statements for the Year Ended 30 June 2021
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for construction contracts or provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.
The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the company and specific criteria have been met for each of the company’s activities.
Revenue from construction contractors and the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.
Provision is made for foreseeable losses.
Government grants
Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met, usually on submission of a valid claim for payment.
Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Notes to the Financial Statements for the Year Ended 30 June 2021
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
straight line over 10 years |
|
Software |
straight line over 3 years |
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Leasehold property |
straight line over 10 years |
|
Plant and machinery |
straight line over 6 years |
|
Fixtures, fittings and equipment |
straight line over 3 years |
|
Motor vehicles |
straight line over 3 years |
|
Land and buildings |
straight line over 25 years |
Notes to the Financial Statements for the Year Ended 30 June 2021
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Inventories
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Income Statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Notes to the Financial Statements for the Year Ended 30 June 2021
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Statement of Financial Position as a finance lease obligation.
Lease payments are apportioned between finance costs in the Income Statement and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Assets held under hire purchase contracts are capitalised at the lesser of fair value or present value of minimum lease payments in the statement of financial position. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. A corresponding liability is recognised at the same value in the statement of financial position. The asset is then depreciated over its useful life.
The minimum lease payments are apportioned between the finance charge recognised in the income statement and the reduction of the outstanding liability using the effective interest method. The finance charge in each period is allocated so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Notes to the Financial Statements for the Year Ended 30 June 2021
|
Revenue |
The analysis of the group's revenue for the year from continuing operations is as follows:
|
2021 |
2020 |
|
|
Rendering of services |
|
|
|
Construction contracts |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2021 |
2020 |
|
|
Government grants |
|
|
|
Operating profit/(loss) |
Arrived at after charging/(crediting)
|
2021 |
2020 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange losses/(gains) |
|
( |
|
Operating lease expense - plant and machinery |
|
|
|
(Profit)/loss on disposal of property, plant and equipment |
( |
|
|
Interest payable and similar expenses |
|
2021 |
2020 |
|
|
Interest on bank overdrafts and borrowings |
|
- |
|
Interest on preference shares |
|
|
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2021 |
2020 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
365,863 |
|
Other employee expense |
|
- |
|
|
|
Notes to the Financial Statements for the Year Ended 30 June 2021
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2021 |
2020 |
|
|
Administration and support |
|
|
|
Other departments |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2021 |
2020 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
983,823 |
728,347 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2021 |
2020 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2021 |
2020 |
|
|
Remuneration |
|
|
|
Auditor's remuneration |
|
2021 |
2020 |
|
|
Audit of these financial statements |
3,100 |
3,100 |
|
Audit of the financial statements of subsidiaries |
40,875 |
36,100 |
|
|
|
Notes to the Financial Statements for the Year Ended 30 June 2021
|
Taxation |
Tax charged/(credited) in the income statement
|
2021 |
2020 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Research and development tax credit in prior period |
- |
( |
|
128,148 |
(334,432) |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
( |
|
Arising from changes in tax rates and laws |
|
- |
|
Total deferred taxation |
|
( |
|
Tax expense/(receipt) in the income statement |
|
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2020 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2021 |
2020 |
|
|
Profit/(loss) before tax |
|
( |
|
Corporation tax at standard rate |
|
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
60,669 |
34,287 |
|
Tax increase (decrease) from effect of capital allowances and depreciation |
(108) |
22,223 |
|
Tax increase (decrease) from other short-term timing differences |
(1,454) |
(13,813) |
|
Tax increase (decrease) from effect of unrelieved tax losses carried forward |
(281) |
(1,565) |
|
Effect of foreign tax rates |
(499) |
1,044 |
|
Tax increase (decrease) from effect of adjustment in research and development tax credit |
- |
(348,580) |
|
Deferred tax expense (credit) relating to changes in tax rates or laws |
33,490 |
- |
|
Total tax charge/(credit) |
|
( |
Notes to the Financial Statements for the Year Ended 30 June 2021
Deferred tax
Group
Deferred tax assets and liabilities
|
2021 |
Liability |
|
Accelerated capital allowances |
12,588 |
|
Tax losses |
- |
|
Provisions |
(4,541) |
|
Revaluation of property from acquisition |
132,446 |
|
|
|
2020 |
Liability |
|
Accelerated capital allowances |
16,502 |
|
Tax losses |
(281) |
|
Provisions |
(8,421) |
|
Revaluation of property from acquisition |
- |
|
|
Company
Deferred tax assets and liabilities
|
2021 |
Asset |
|
Provisions |
|
|
2020 |
Asset |
|
Provisions |
|
Notes to the Financial Statements for the Year Ended 30 June 2021
|
Intangible assets |
Group only
|
Goodwill |
Software |
Total |
|
|
Cost or valuation |
|||
|
At 1 July 2020 |
|
|
|
|
Additions acquired separately |
|
|
|
|
At 30 June 2021 |
|
|
|
|
Amortisation |
|||
|
At 1 July 2020 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 30 June 2021 |
|
|
|
|
Carrying amount |
|||
|
At 30 June 2021 |
|
|
|
|
At 30 June 2020 |
|
|
|
Notes to the Financial Statements for the Year Ended 30 June 2021
|
Tangible assets |
Group
|
Land and buildings |
Fixtures, fittings and equipment
|
Motor vehicles |
Plant and machinery
|
Total |
|
|
Cost or valuation |
|||||
|
At 1 July 2020 |
|
|
|
|
|
|
Acquired through business combinations |
|
- |
- |
- |
|
|
Additions |
|
|
|
- |
|
|
Disposals |
- |
- |
( |
- |
( |
|
Foreign exchange movements |
- |
( |
( |
( |
( |
|
At 30 June 2021 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 July 2020 |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
- |
( |
|
Foreign exchange movements |
- |
( |
( |
( |
( |
|
At 30 June 2021 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 30 June 2021 |
|
|
|
|
|
|
At 30 June 2020 |
- |
|
|
|
|
Notes to the Financial Statements for the Year Ended 30 June 2021
Land and buildings of £2,100,000 was brought into the group on 31 March 2021 when the group acquired Standmark Limited. At the date of acquisition the properties held in Standmark Limited were classified as investment properties. Following the acquisition of Standmark Limited, they were reclassified as land and buildings and the directors considered that the fair value at the date of acquisition was their deemed costs, as stated above, in accordance with FRS102. The historical cost of land and buildings is £1,472,954.
Company
|
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
||
|
At 1 July 2020 |
|
|
|
At 30 June 2021 |
|
|
|
Depreciation |
||
|
At 1 July 2020 |
|
|
|
At 30 June 2021 |
|
|
|
Carrying amount |
||
|
At 30 June 2021 |
- |
- |
|
Investments |
Company
|
2021 |
2020 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 July 2020 |
|
|
Provision |
|
|
At 1 July 2020 and 30 June 2021 |
|
|
Carrying amount |
|
|
At 30 June 2021 |
|
|
At 30 June 2020 |
|
Notes to the Financial Statements for the Year Ended 30 June 2021
Details of subsidiary undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office location |
Share class |
Proportion of voting rights and shares held |
|
|
2021 |
2020 |
|||
|
|
England |
Ordinary |
|
|
|
|
United Arab Emirates |
Ordinary ** |
|
|
|
|
England |
Ordinary |
|
|
|
|
England |
Ordinary |
|
|
|
|
England |
Ordinary |
|
|
|
|
England |
Ordinary |
|
|
|
|
England |
Ordinary |
|
|
|
|
England |
Ordinary |
|
|
|
|
England |
Ordinary |
|
|
|
|
England |
Ordinary |
|
|
|
|
England |
Ordinary |
|
|
* Indicates those that are indirect holdings
** Effective control held by Centura Group Limited, thus included within the consolidated accounts results
|
Stocks |
|
Group |
Company |
|||
|
2021 |
2020 |
2021 |
2020 |
|
|
Other inventories |
|
|
- |
- |
Notes to the Financial Statements for the Year Ended 30 June 2021
|
Debtors |
|
Group |
Company |
||||
|
Note |
2021 |
2020 |
2021 |
2020 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
- |
- |
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
|
Gross amount due from customers for contract work |
|
|
- |
- |
|
|
Deferred tax assets |
- |
- |
|
|
|
|
Corporation tax asset |
- |
|
- |
- |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2021 |
2020 |
2021 |
2020 |
|
|
Cash on hand |
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2021 |
2020 |
2021 |
2020 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
|
|
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
151,522 |
- |
8,482 |
2,463 |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
Notes to the Financial Statements for the Year Ended 30 June 2021
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £359,177 (2020 - £
|
Share capital |
Allotted, called up and fully paid shares
|
2021 |
2020 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
303,600 |
|
316,800 |
Ordinary shares
|
As regards return of capital, proceeds shall be applied firstly in paying the Redeemable Cumulative Preference Shareholders the nominal value of shares held and any unpaid dividend, secondly the balance of the proceeds being distributed amongst the holders of the Ordinary shares according to the amounts paid up.
|
Redeemable preference shares
|
The |
The Redeemable Cumulative Preference Shares are entitled to a cumulative dividend of 4% above the 3 month LIBOR for individual shareholdings up to 100,000 Preference Shares and 6% above the 3 month LIBOR for individual shareholdings in excess of 100,000 Preference Shares. The Redeemable Cumulative Preference Shares have been classified as financial liabilities.
On 1 July 2020 13,200 Centura Group Limited Ordinary A shares of £1 each were purchased by Centura Group Limited from a former shareholder for a total consideration of £135,000.
|
Reserves |
Group
The capital redemption reserve records the nominal value of shares repurchased by the company.
The profit and loss account records retained earnings and accumulated losses.
Notes to the Financial Statements for the Year Ended 30 June 2021
|
Loans and borrowings |
|
Group |
Company |
|||
|
2021 |
2020 |
2021 |
2020 |
|
|
Non-current loans and borrowings |
||||
|
Bank borrowings |
|
- |
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
|
|
- |
- |
|
Hire purchase secured on the assets concerned.
Bank borrowings are secured on the group's land and buildings.
|
Group |
Company |
|||
|
2021 |
2020 |
2021 |
2020 |
|
|
Current loans and borrowings |
||||
|
Bank borrowings |
|
- |
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
Redeemable preference shares |
|
|
|
|
|
|
|
|
|
|
Hire purchase secured on the assets concerned.
Bank borrowings are secured on the group's land and buildings.
|
Dividends |
|
2021 |
2020 |
|||
|
£ |
£ |
|||
|
Interim dividends declared |
488,750 |
- |
||
|
Contingent liabilities |
Group
There are contingent liabilities in respect of actual and potential claims by third parties under contracting and other arrangements entered into during the normal course of business. Whilst the outcome of these matters is uncertain, the Directors believe that appropriate provision has been made within the accounts.
Notes to the Financial Statements for the Year Ended 30 June 2021
|
Analysis of changes in net debt |
Group
|
At 1 July 2020 |
Financing cash flows |
Acquisition of subsidiaries |
Other non-cash changes |
At 30 June 2021 |
|
|
Cash and cash equivalents |
|||||
|
Cash |
4,240,068 |
317,955 |
273,208 |
- |
4,831,231 |
|
Borrowings |
|||||
|
Long term borrowings |
- |
- |
(280,525) |
2,772 |
(277,753) |
|
Short term borrowings |
- |
2,772 |
(47,834) |
(2,772) |
(47,834) |
|
Lease liabilities |
(62,570) |
21,422 |
- |
- |
(41,148) |
|
(62,570) |
24,194 |
(328,359) |
- |
(366,735) |
|
|
|
|
( |
- |
|
|
Notes to the Financial Statements for the Year Ended 30 June 2021
|
Related party transactions |
Group
Key management compensation
|
2021 |
2020 |
|
|
Salaries and other short term employee benefits |
|
|
|
Dividends paid to directors |
|
2021 |
2020 |
|||
|
|
||||
|
Aggregate dividends paid to directors |
488,750 |
- |
||
Summary of transactions with all subsidiaries
In accordance with FRS 102 paragraph 33.1A exemption is taken not to disclose transactions in the year between wholly owned group undertakings.