Otto Simon Holdings Limited and - Limited company accounts 20.1
Otto Simon Holdings Limited and - Limited company accounts 20.1
| REGISTERED NUMBER: 06523021 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements for the Year Ended 30 June 2021 |
| for |
| Otto Simon Holdings Limited and |
| Subsidiaries |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 30 June 2021 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Consolidated Income Statement | 8 |
| Consolidated Other Comprehensive Income | 9 |
| Consolidated Balance Sheet | 10 |
| Company Balance Sheet | 12 |
| Consolidated Statement of Changes in Equity | 13 |
| Company Statement of Changes in Equity | 15 |
| Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Financial Statements | 18 |
| Otto Simon Holdings Limited and |
| Subsidiaries |
| Company Information |
| for the Year Ended 30 June 2021 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditor |
| 8 Winmarleigh Street |
| Warrington |
| Cheshire |
| WA1 1JW |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Group Strategic Report |
| for the Year Ended 30 June 2021 |
| The directors present their strategic report of the company and the group for the year ended 30 June 2021. |
| The group consolidated profit and loss account on page six shows that the group's revenue has decreased in the year from £15.1m to £9.4m, a post tax profit of £697k for the year was generated compared to £1.1m in the previous year. |
| The downturn is attributed to the impact of COVID-19 both domestically and internationally. Turnover has reduced for all subsidiary companies, with the exception of John M Henderson Machines Ltd as a result of securing a prominent contract in South Korea. |
| In October 2019 the group became an Employee Ownership Trust. This has been an exciting step forward and assures that employees, together with their ideas and beliefs, are fully represented at all levels within the group's management structure so ensuring that the groups legacy continues for the benefit of both our clients and employees. |
| Key Performance Indicators |
| The directors monitor progress with reference to the following key performance indicators: |
| 2021 | 2020 | Definition and method of calculation |
Gross Profit as a % of turnover |
31.26% |
26.81% |
Profit before administration and exceptional costs. |
Operating Profit as a % of turnover |
7.53% |
7.35% |
Earnings before interest receivable and interest payable. |
Liquidity ratio |
2.45 |
2.27 |
Current Assets divided by current liabilities |
| ON BEHALF OF THE BOARD: |
| 22 March 2022 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Report of the Directors |
| for the Year Ended 30 June 2021 |
| The directors present their report with the financial statements of the company and the group for the year ended 30 June 2021. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the year under review was that of a holding company, with trading subsidiaries providing consultancy and engineering services |
| DIVIDENDS |
| No dividends will be distributed for the year ended 30 June 2021. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 July 2020 to the date of this report. |
| Other changes in directors holding office are as follows: |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Report of the Directors |
| for the Year Ended 30 June 2021 |
| AUDITORS |
| The auditors, Voisey & Co incorporated into Voisey & Co LLP on 1st May 2021, the partnership resigned and the limited liability partnership was appointed as succeeding auditors. A resolution proposing the re-appointment of Voisey & Co LLP will be proposed at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Otto Simon Holdings Limited and |
| Subsidiaries |
| Opinion |
| We have audited the financial statements of Otto Simon Holdings Limited and Subsidiaries (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2021 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 30 June 2021 and of the group's 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 Auditors' 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 directors' 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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 in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Otto Simon Holdings Limited and |
| Subsidiaries |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept 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 three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 1 - Enquiry of management, those charged with governance around actual and potential litigation and claims; |
| 2 - Enquiry of entity staff to identify any instances of non-compliance with laws and regulations; |
| 3 - Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
| 4 - Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Otto Simon Holdings Limited and |
| Subsidiaries |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditor |
| 8 Winmarleigh Street |
| Warrington |
| Cheshire |
| WA1 1JW |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Consolidated |
| Income Statement |
| for the Year Ended 30 June 2021 |
| 30.6.21 | 30.6.20 |
| Notes | £ | £ |
| TURNOVER | 3 | 9,587,629 | 15,678,614 |
| Cost of sales | (6,635,079 | ) | (11,623,285 | ) |
| GROSS PROFIT | 2,952,550 | 4,055,329 |
| Administrative expenses | (2,420,474 | ) | (3,048,223 | ) |
| 532,076 | 1,007,106 |
| Other operating income | 4 | 179,581 | 99,365 |
| OPERATING PROFIT | 6 | 711,657 | 1,106,471 |
| Interest receivable and similar income | - | 5,360 |
| 711,657 | 1,111,831 |
| Interest payable and similar expenses | 7 | (14,240 | ) | (12,224 | ) |
| PROFIT BEFORE TAXATION | 697,417 | 1,099,607 |
| Tax on profit | 8 | (15,205 | ) | (79,602 | ) |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 547,981 | 1,096,169 |
| Non-controlling interests | 134,231 | (76,164 | ) |
| 682,212 | 1,020,005 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Consolidated |
| Other Comprehensive Income |
| for the Year Ended 30 June 2021 |
| 30.6.21 | 30.6.20 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 682,212 | 1,020,005 |
| OTHER COMPREHENSIVE INCOME |
| Distributions to Otto Simon Employee | (1,500,000 | ) | (4,308,129 | ) |
| Ownership Trust |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
(1,500,000 |
) |
(4,308,129 |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(817,788 |
) |
(3,288,124 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | (817,788 | ) | (3,288,124 | ) |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Consolidated Balance Sheet |
| 30 June 2021 |
| 30.6.21 | 30.6.20 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 | 739,072 | 868,798 |
| Tangible assets | 12 | 911,245 | 979,863 |
| Investments | 13 | - | - |
| 1,650,317 | 1,848,661 |
| CURRENT ASSETS |
| Stocks | 14 | 248,502 | 238,347 |
| Debtors | 15 | 4,086,506 | 3,908,747 |
| Cash at bank and in hand | 1,273,673 | 2,458,119 |
| 5,608,681 | 6,605,213 |
| CREDITORS |
| Amounts falling due within one year | 16 | (2,284,606 | ) | (2,910,212 | ) |
| NET CURRENT ASSETS | 3,324,075 | 3,695,001 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
4,974,392 |
5,543,662 |
| CREDITORS |
| Amounts falling due after more than one year |
17 |
(683,251 |
) |
(433,515 |
) |
| PROVISIONS FOR LIABILITIES | 21 | (38,867 | ) | (40,085 | ) |
| NET ASSETS | 4,252,274 | 5,070,062 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Consolidated Balance Sheet - continued |
| 30 June 2021 |
| 30.6.21 | 30.6.20 |
| Notes | £ | £ |
| CAPITAL AND RESERVES |
| Called up share capital | 22 | 1 | 1 |
| Share premium | 23 | 206,824 | 206,824 |
| Retained earnings | 23 | 3,931,745 | 4,883,764 |
| SHAREHOLDERS' FUNDS | 4,138,570 | 5,090,589 |
| NON-CONTROLLING INTERESTS | 24 | 113,704 | (20,527 | ) |
| TOTAL EQUITY | 4,252,274 | 5,070,062 |
| The financial statements were approved by the Board of Directors and authorised for issue on 22 March 2022 and were signed on its behalf by: |
| P Cooper - Director |
| S P Haywood - Director |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Company Balance Sheet |
| 30 June 2021 |
| 30.6.21 | 30.6.20 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Debtors | 15 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 16 | ( |
) | ( |
) |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
17 |
( |
) |
( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 22 |
| Share premium |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 1,414,469 | 3,971,436 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 30 June 2021 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Balance at 1 July 2019 | 304 | 9,058,724 | - |
| Prior year adjustment | - | (960,000 | ) | - |
| As restated | 304 | 8,098,724 | - |
| Changes in equity |
| Issue of share capital | (303 | ) | - | 206,824 |
| Dividends | - | (3,000 | ) | - |
| Total comprehensive income | - | (3,211,960 | ) | - |
| 1 | 4,883,764 | 206,824 |
| Non-controlling interest arising on business combination |
- |
- |
- |
| Balance at 30 June 2020 | 1 | 4,883,764 | 206,824 |
| Changes in equity |
| Total comprehensive income | - | (952,019 | ) | - |
| 1 | 3,931,745 | 206,824 |
| Non-controlling interest arising on business combination |
- |
- |
- |
| Balance at 30 June 2021 | 1 | 3,931,745 | 206,824 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Consolidated Statement of Changes in Equity - continued |
| for the Year Ended 30 June 2021 |
| Non-controlling | Total |
| Total | interests | equity |
| £ | £ | £ |
| Balance at 1 July 2019 | 9,059,028 | 55,637 | 9,114,665 |
| Prior year adjustment | (960,000 | ) | - | (960,000 | ) |
| As restated | 8,099,028 | 55,637 | 8,154,665 |
| Changes in equity |
| Issue of share capital | 206,521 | - | 206,521 |
| Dividends | (3,000 | ) | - | (3,000 | ) |
| Total comprehensive income | (3,211,960 | ) | - | (3,211,960 | ) |
| 5,090,589 | 55,637 | 5,146,226 |
| Non-controlling interest arising on business combination |
- |
(76,164 |
) |
(76,164 |
) |
| Balance at 30 June 2020 | 5,090,589 | (20,527 | ) | 5,070,062 |
| Changes in equity |
| Total comprehensive income | (952,019 | ) | - | (952,019 | ) |
| 4,138,570 | (20,527 | ) | 4,118,043 |
| Non-controlling interest arising on business combination |
- |
134,231 |
134,231 |
| Balance at 30 June 2021 | 4,138,570 | 113,704 | 4,252,274 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Company Statement of Changes in Equity |
| for the Year Ended 30 June 2021 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 July 2019 |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 30 June 2020 |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 30 June 2021 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Consolidated Cash Flow Statement |
| for the Year Ended 30 June 2021 |
| 30.6.21 | 30.6.20 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | (326,351 | ) | 3,050,252 |
| Interest paid | (12,247 | ) | (12,224 | ) |
| Interest element of hire purchase payments paid |
(1,993 |
) |
- |
| Tax paid | (51,486 | ) | (169,798 | ) |
| Net cash from operating activities | (392,077 | ) | 2,868,230 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | - | (2,930 | ) |
| Purchase of tangible fixed assets | (13,763 | ) | (145,729 | ) |
| Interest received | - | 5,360 |
| Net cash from investing activities | (13,763 | ) | (143,299 | ) |
| Cash flows from financing activities |
| New loans in year | 750,000 | - |
| Loan repayments in year | (28,606 | ) | (26,960 | ) |
| Share issue | - | 206,824 |
| Otto Simon employee ownership trust | (1,500,000 | ) | (4,308,129 | ) |
| Equity dividends paid | - | (3,000 | ) |
| Net cash from financing activities | (778,606 | ) | (4,131,265 | ) |
| Decrease in cash and cash equivalents | (1,184,446 | ) | (1,406,334 | ) |
| Cash and cash equivalents at beginning of year |
2 |
2,458,119 |
3,864,453 |
| Cash and cash equivalents at end of year | 2 | 1,273,673 | 2,458,119 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Cash Flow Statement |
| for the Year Ended 30 June 2021 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Profit before taxation | 697,417 | 1,099,607 |
| Depreciation charges | 212,108 | 191,184 |
| Finance costs | 14,240 | 12,224 |
| Finance income | - | (5,360 | ) |
| 923,765 | 1,297,655 |
| (Increase)/decrease in stocks | (10,155 | ) | 2,025,370 |
| (Increase)/decrease in trade and other debtors | (50,530 | ) | 1,576,673 |
| Decrease in trade and other creditors | (1,189,431 | ) | (1,849,446 | ) |
| Cash generated from operations | (326,351 | ) | 3,050,252 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 30 June 2021 |
| 30.6.21 | 1.7.20 |
| £ | £ |
| Cash and cash equivalents | 1,273,673 | 2,458,119 |
| Year ended 30 June 2020 |
| 30.6.20 | 1.7.19 |
| £ | £ |
| Cash and cash equivalents | 2,458,119 | 3,864,453 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.7.20 | Cash flow | At 30.6.21 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 2,458,119 | (1,184,446 | ) | 1,273,673 |
| 2,458,119 | (1,184,446 | ) | 1,273,673 |
| Debt |
| Finance leases | (86,650 | ) | 25,649 | (61,001 | ) |
| Debts falling due within 1 year | (25,788 | ) | (448,732 | ) | (474,520 | ) |
| Debts falling due after 1 year | (363,968 | ) | (273,532 | ) | (637,500 | ) |
| (476,406 | ) | (696,615 | ) | (1,173,021 | ) |
| Total | 1,981,713 | (1,881,061 | ) | 100,652 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 30 June 2021 |
| 1. | STATUTORY INFORMATION |
| Otto Simon Holdings Limited and Subsidiaries is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The group financial statements consolidate the financial statements of Otto Simon Holdings Limited and all its subsidiaries drawn up to 30th June each year. |
| Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continues to consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities. |
| The subsidiaries have been included in the group financial statements using the purchase method of accounting. Accordingly the group profit and loss account and statement of cashflows include the results and cash flows of the subsidiaries for the 12 month period. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition. |
| In the parent company financial statements investments in subsidiaries are accounted for at cost less impairment. The parent has taken advantage of section 408 of the Companies Act 2006 and has not included its own Profit and Loss Account in these financial statements. |
| Significant judgements and estimates |
| 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. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| The progress of contracts are consistently monitored against milestone stages and income earned to which the company is entitled is recognised as the projects progress. Where losses are anticipated, these are recognised immediately, in full. |
| Government grants |
| The accrual model has been adopted to recognise government grants in the year and are measured at the fair value of the asset received or receivable. |
| Where a grant becomes repayable it is recognised as a liability when the repayment meets the definition of a liability. |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 2. | ACCOUNTING POLICIES - continued |
| Goodwill |
| The Group established a reliable estimate of the useful life of goodwill arising on business combinations as 10 - 20 years. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses. |
| Intangible assets acquired separately from a business are capitalised at cost. Intangible assets acquired as part of an acquisition of a business are capitalised separately from goodwill if the fair value can be measured reliably on initial recognition. |
| Subsequent to initial recognition, intangible assets are stated at cost less accumulated amortisation and accumulated impairment. Intangible assets are amortised on a straight line basis over their estimated useful life. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. |
| Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
| Freehold property | 2% straight line |
| Short leasehold | 2% straight line |
| Plant and machinery | 50% straight line |
| Fixtures and fittings | 15% straight line |
| Computers equipment | 25% straight line |
| Motor vehicles | 25% straight line |
| The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss. |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 2. | ACCOUNTING POLICIES - continued |
| Cash and cash equivalents |
| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with bank, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. |
| Financial instruments |
| 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 statement of financial position 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 enforcible right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the net asset and settle the liability simultaneously. |
| Basic financial assets |
| 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 costs 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. |
| Other financial assets |
| Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publically traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
| Impairment of financial assets |
| Financial assets, other than those held at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date. |
| Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. |
| Derecognition of financial assets |
| Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. |
| Classification of financial liabilities |
| 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 receipts 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. |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Derecognition of financial liabilities |
| Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. |
| Equity instruments |
| Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
| Employee benefits |
| The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
| Provisions |
| A provision is recognised in the balance sheet when the company has a constructive or legal obligation as a result of a past event and it is probable that an outflow of economic benefit will be required to settle the obligation. Provisions are recognised at their discounted net present value. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by geographical market is given below: |
| 30.6.21 | 30.6.20 |
| £ | £ |
| United Kingdom | 7,813,148 | 13,083,746 |
| Europe | 268,641 | 1,703,890 |
| United States of America | 152,928 | 195,751 |
| South America | - | 300,398 |
| Asia | 1,234,282 | 394,829 |
| Middle East | 118,630 | - |
| 9,587,629 | 15,678,614 |
| 4. | OTHER OPERATING INCOME |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Sundry receipts | 29,318 | 10,000 |
| Government grants | 150,263 | 89,365 |
| 179,581 | 99,365 |
| Grant income in the year of £150,263 (2020:£89,365) is in relation to the Coronavirus Job Retention Scheme, all conditions attached to the grant have been met. |
| 5. | EMPLOYEES AND DIRECTORS |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Wages and salaries | 2,922,196 | 3,551,091 |
| Social security costs | 326,656 | 380,473 |
| Other pension costs | 137,044 | 144,856 |
| 3,385,896 | 4,076,420 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 30.6.21 | 30.6.20 |
| Average number of employees |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Directors' remuneration | 303,828 | 603,570 |
| Information regarding the highest paid director is as follows: |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Emoluments etc | 80,355 | 84,756 |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Hire of plant and machinery | 19,334 | 20,601 |
| Depreciation - owned assets | 73,716 | 82,889 |
| Depreciation - assets on hire purchase contracts | 8,665 | 4,333 |
| Goodwill amortisation | 129,726 | 103,796 |
| Auditors' remuneration | 16,896 | 22,162 |
| Foreign exchange differences | 2,100 | 10,592 |
| Grant income in the year of £150,263 is in relation to the Coronavirus Job Retention Scheme, all conditions attached to the grant have been met. |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Bank interest | 154 | 38 |
| Bank loan interest | 12,089 | 11,883 |
| Interest payable | 4 | 303 |
| Hire purchase | 1,993 | - |
| 14,240 | 12,224 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Current tax: |
| UK corporation tax | 16,423 | 62,717 |
| Deferred tax | (1,218 | ) | 16,885 |
| Tax on profit | 15,205 | 79,602 |
| Tax effects relating to effects of other comprehensive income |
| 30.6.21 |
| Gross | Tax | Net |
| £ | £ | £ |
| Distributions to Otto Simon Employee | (1,500,000 | ) | - | (1,500,000 | ) |
| Ownership Trust |
| (1,500,000 | ) | - | (1,500,000 | ) |
| 30.6.20 |
| Gross | Tax | Net |
| £ | £ | £ |
| Distributions to Otto Simon Employee | (4,308,129 | ) | - | (4,308,129 | ) |
| Ownership Trust |
| (4,308,129 | ) | - | (4,308,129 | ) |
| 9. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 10. | DIVIDENDS |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Ordinary £1 shares of £1 each |
| Interim | - | 3,000 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 11. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| At 1 July 2020 |
| and 30 June 2021 | 1,691,565 |
| AMORTISATION |
| At 1 July 2020 | 822,767 |
| Amortisation for year | 129,726 |
| At 30 June 2021 | 952,493 |
| NET BOOK VALUE |
| At 30 June 2021 | 739,072 |
| At 30 June 2020 | 868,798 |
| 12. | TANGIBLE FIXED ASSETS |
| Group |
| Freehold | Short | Plant and |
| property | leasehold | machinery |
| £ | £ | £ |
| COST |
| At 1 July 2020 | 779,805 | 25,636 | 131,548 |
| Additions | - | - | 1,275 |
| At 30 June 2021 | 779,805 | 25,636 | 132,823 |
| DEPRECIATION |
| At 1 July 2020 | 48,212 | 15,060 | 33,392 |
| Charge for year | 11,844 | 1,283 | 13,017 |
| At 30 June 2021 | 60,056 | 16,343 | 46,409 |
| NET BOOK VALUE |
| At 30 June 2021 | 719,749 | 9,293 | 86,414 |
| At 30 June 2020 | 731,593 | 10,576 | 98,156 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 12. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Fixtures |
| and | Motor | Computer |
| fittings | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 July 2020 | 188,594 | 30,058 | 384,878 | 1,540,519 |
| Additions | 2,142 | - | 10,346 | 13,763 |
| At 30 June 2021 | 190,736 | 30,058 | 395,224 | 1,554,282 |
| DEPRECIATION |
| At 1 July 2020 | 126,010 | 22,525 | 315,457 | 560,656 |
| Charge for year | 21,172 | 2,825 | 32,240 | 82,381 |
| At 30 June 2021 | 147,182 | 25,350 | 347,697 | 643,037 |
| NET BOOK VALUE |
| At 30 June 2021 | 43,554 | 4,708 | 47,527 | 911,245 |
| At 30 June 2020 | 62,584 | 7,533 | 69,421 | 979,863 |
| Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
| Plant and |
| machinery |
| £ |
| COST |
| At 1 July 2020 |
| and 30 June 2021 | 86,650 |
| DEPRECIATION |
| At 1 July 2020 | 4,333 |
| Charge for year | 8,665 |
| At 30 June 2021 | 12,998 |
| NET BOOK VALUE |
| At 30 June 2021 | 73,652 |
| At 30 June 2020 | 82,317 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 12. | TANGIBLE FIXED ASSETS - continued |
| Company |
| Fixtures |
| Freehold | and | Computer |
| property | fittings | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 July 2020 |
| Additions |
| At 30 June 2021 |
| DEPRECIATION |
| At 1 July 2020 |
| Charge for year |
| At 30 June 2021 |
| NET BOOK VALUE |
| At 30 June 2021 |
| At 30 June 2020 |
| 13. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 July 2020 |
| and 30 June 2021 |
| NET BOOK VALUE |
| At 30 June 2021 |
| At 30 June 2020 |
| 14. | STOCKS |
| Group |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Stocks | 243,383 | 233,293 |
| Work-in-progress | 5,119 | 5,054 |
| 248,502 | 238,347 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 15. | DEBTORS |
| Group | Company |
| 30.6.21 | 30.6.20 | 30.6.21 | 30.6.20 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 48,692 | 180,055 |
| Amounts recoverable on contract | 3,850,878 | 3,485,502 |
| Other debtors | 33,235 | 84,176 |
| Directors' current accounts | - | 1,380 | - | - |
| VAT | - | - |
| Prepayments and accrued income | 153,701 | 157,633 |
| 4,086,506 | 3,908,746 |
| Amounts falling due after more than one | year: |
| Called up share capital not paid | - | 1 |
| Aggregate amounts | 4,086,506 | 3,908,747 |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 30.6.21 | 30.6.20 | 30.6.21 | 30.6.20 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 18) | 474,520 | 25,788 |
| Hire purchase contracts (see note 19) | 15,250 | 17,103 |
| Trade creditors | 614,283 | 807,240 |
| Amounts owed to group undertakings | - | - |
| Tax | 16,523 | 51,586 |
| Social security and other taxes | 260,077 | 674,857 |
| VAT | 557,282 | 615,596 | - | 4,490 |
| Other creditors | 111,922 | 167,513 |
| Accrued expenses | 234,749 | 550,529 |
| 2,284,606 | 2,910,212 |
| 17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 30.6.21 | 30.6.20 | 30.6.21 | 30.6.20 |
| £ | £ | £ | £ |
| Bank loans (see note 18) | 637,500 | 363,968 |
| Hire purchase contracts (see note 19) | 45,751 | 69,547 |
| 683,251 | 433,515 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 18. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 30.6.21 | 30.6.20 | 30.6.21 | 30.6.20 |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 474,520 | 25,788 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 150,000 | 25,788 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 450,000 | 77,364 |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans more 5 yr by instal | 37,500 | 260,816 | 37,500 | 260,816 |
| 19. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase contracts |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Net obligations repayable: |
| Within one year | 15,250 | 17,103 |
| Between one and five years | 45,751 | 69,547 |
| 61,001 | 86,650 |
| 20. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group | Company |
| 30.6.21 | 30.6.20 | 30.6.21 | 30.6.20 |
| £ | £ | £ | £ |
| Bank loans | 1,112,020 | 389,756 |
| 21. | PROVISIONS FOR LIABILITIES |
| Group |
| 30.6.21 | 30.6.20 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 38,867 | 40,085 |
| Otto Simon Holdings Limited and |
| Subsidiaries (Registered number: 06523021) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 June 2021 |
| 21. | PROVISIONS FOR LIABILITIES - continued |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 July 2020 | 40,085 |
| Credit to Income Statement during year | (1,218 | ) |
| Balance at 30 June 2021 | 38,867 |
| 22. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 30.6.21 | 30.6.20 |
| value: | £ | £ |
| Ordinary £0.001 | 0.01p | 1 | 1 |
| 23. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 July 2020 | 4,883,764 | 206,824 | 5,090,588 |
| Profit for the year | 547,981 | 547,981 |
| Distributions to the Otto Simo |
| n Employee Ownership Trust | (1,500,000 | ) | - | (1,500,000 | ) |
| At 30 June 2021 | 3,931,745 | 206,824 | 4,138,569 |
| 24. | NON-CONTROLLING INTERESTS |
| Mr G J McCombie has 20% interest in John M Henderson Machines Limited and is a Director of that company. |
| Mr R A Buckley has a 10% interest in Otto Simon Chemicals Limited and is a Director of that company. |
| Mr N P Shaw has a 30% interest in Otto Simon Services Limited and is a Director of that company. |
| 25. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is Kentnere Limited. |