Picasso Holdings Limited - Limited company accounts 20.1

REGISTERED NUMBER: 09509238 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2020

for

Picasso Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

H R Jackson

N J Hamilton

REGISTERED OFFICE:

The Glades

Festival Way

Festival Park

Stoke on Trent

Staffordshire

ST1 5SQ

REGISTERED NUMBER:

09509238 (England and Wales)

AUDITORS:

Mitten Clarke Audit Limited

Statutory Auditors

The Glades

Festival Way

Stoke on Trent

Staffordshire

ST1 5SQ

The directors present their strategic report for the year ended 31 December 2020.

REVIEW OF BUSINESS

During the period the company continued to operate as a parent company receiving dividends from its subsidiary undertaking.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board consider the principal risks and uncertainties to the business to be:

Valuation of investment

The Board monitors the performance of the subsidiary company to identify any potential impairments.

KEY PERFORMANCE INDICATORS

Given the nature of the company, being a non trading intermediate parent company, the Board do not consider there to be any key performance indicators.

ON BEHALF OF THE BOARD:

H R Jackson - Director

27 September 2021

The directors present their report with the financial statements of the company for the year ended 31 December 2020.

CESSATION OF TRADING

The company ceased trading on 14 December 2020.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

The principal activity of the subsidiary undertakings is as follows:

P J Colours Holdings Limited - a holding company.

DIVIDENDS

Interim dividends of £2,704,599 were paid during the period.

The directors recommend that no final dividend be paid.

The total distribution of dividends for the period ended 31 December 2020 will be £2,704,599.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2020 to the date of this report.

H R Jackson

N J Hamilton

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies 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 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. 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.

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 company'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 company's auditors are aware of that information.

AUDITORS

Mitten Clarke Audit Limited, has indicated its willingness to continue in office and will be proposed for re-appointment in accordance with section 485 Companies Act 2006.

ON BEHALF OF THE BOARD:

H R Jackson - Director

27 September 2021

Opinion

We have audited the financial statements of Picasso Holdings Limited (the 'company') for the year ended 31 December 2020 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity 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 31 December 2020 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

Emphasis of matter - Basis of preparing the financial statements

We draw attention to Note 3 to the financial statements, 'Basis of preparing the financial statements', which explains that the company ceased trading during the period and therefore it is not considered appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 3. Our opinion is not modified in this respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.

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:

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including legislation such as the Companies Act 2006, taxation legislation, data protection, employment, and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations through making enquiries of management and reviewing legal and professional fee invoices.

We assessed the susceptibility of the financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

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.

Lindsey Shepherd (Senior Statutory Auditor)

for and on behalf of Mitten Clarke Audit Limited

Statutory Auditors

The Glades

Festival Way

Stoke on Trent

Staffordshire

ST1 5SQ

29 September 2021

TURNOVER

-

-

Administrative expenses

2,016,033

-

OPERATING LOSS

(2,016,033

)

-

Income from shares in group undertakings

1,569,670

370,000

Interest receivable and similar income

5

9

101,775

1,569,679

471,775

(446,354

)

471,775

Interest payable and similar expenses

6

-

67,270

(LOSS)/PROFIT BEFORE TAXATION

(446,354

)

404,505

Tax on (loss)/profit

7

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(446,354

)

404,505

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(446,354

)

404,505

FIXED ASSETS

Investments

9

1

2,016,001

CURRENT ASSETS

Debtors

10

24

2,894,985

Cash at bank

9,329

-

9,353

2,894,985

CREDITORS

Amounts falling due within one year

11

-

11,010

NET CURRENT ASSETS

9,353

2,883,975

TOTAL ASSETS LESS CURRENT LIABILITIES

9,354

4,899,976

CREDITORS

Amounts falling due after more than one year

12

9,353

1,749,022

NET ASSETS

1

3,150,954

CAPITAL AND RESERVES

Called up share capital

13

1

1,600,002

Retained earnings

14

-

1,550,952

SHAREHOLDERS' FUNDS

1

3,150,954

The financial statements were approved by the Board of Directors and authorised for issue on 27 September 2021 and were signed on its behalf by:

H R Jackson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 May 2019

1,600,002

1,203,447

2,803,449

Changes in equity

Dividends

-

(57,000

)

(57,000

)

Total comprehensive income

-

404,505

404,505

Balance at 31 December 2019

1,600,002

1,550,952

3,150,954

Changes in equity

Reduction in share capital

(1,600,001

)

1,600,001

-

Dividends

-

(2,704,599

)

(2,704,599

)

Total comprehensive income

-

(446,354

)

(446,354

)

Balance at 31 December 2020

1

-

1

1.	STATUTORY INFORMATION

Picasso Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements cover the company as an individual entity, have been prepared under the historical cost convention and are presented in Pounds Sterling (£) being the functional currency.

The financial statements for the prior year were for a period shorter than one year for commercial reasons. As a result, the comparative amounts presented in the financial statements, including related notes, are not entirely comparable.

As noted in the Report of the Director, the company has ceased trading during the period and is no longer considered to be a going concern. The financial statements have been prepared on a basis other than that of a going concern which includes, where appropriate, the impairment in the fixed asset investment of the subsidiary. The financial statements do not include any provision for the future costs of terminating the business of the company except to the extent that such costs were committed at the balance sheet date.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Picasso Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Procter Johnson Holdings Limited, The Glades, Festival Way, Stoke on Trent, Staffordshire ST1 5SQ.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment.

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

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.

(i) Financial assets and liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments which meet the conditions for basic financial instruments set out by the FRC in 'Amendments to FRS102: Basic Financial Instruments and Hedge Accounting' are subsequently measured at amortised cost using the effective interest method.

Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet these conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

(ii) Investments and Equity instruments

Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable net of direct issue costs.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 0 (2019 - 0).

Period

1.5.19

Year Ended

to

31.12.20

31.12.19

£

£

Directors' remuneration

-

-

5.

INTEREST RECEIVABLE AND SIMILAR INCOME

Period

1.5.19

Year Ended

to

31.12.20

31.12.19

£

£

Other loan interest

-

101,775

Other interest

9

-

9

101,775

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.5.19

Year Ended

to

31.12.20

31.12.19

£

£

Other loan interest

-

67,270

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2020 nor for the period ended 31 December 2019.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1.5.19

Year Ended

to

31.12.20

31.12.19

£

£

(Loss)/profit before tax

(446,354

)

404,505

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19% (2019 - 19%)

(84,807

)

76,856

Effects of:

Income not taxable for tax purposes

(298,237

)

(70,300

)

Utilisation of tax losses

4

-

Group relief

-

(6,556

)

Impairment of fixed asset investments

383,040

-

Total tax charge

-

-

8.

DIVIDENDS

Period

1.5.19

Year Ended

to

31.12.20

31.12.19

£

£

Ordinary share of £1

Interim

2,704,599

57,000

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2020

2,016,001

Impairments

(2,016,000

)

At 31 December 2020

1

NET BOOK VALUE

At 31 December 2020

1

At 31 December 2019

2,016,001

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

PJ Colours (Holdings) Limited

Registered office: The Glades, Festival Way, Festival Park, Stoke on Trent, Staffordshire ST1 5SQ

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

2020

2019

£

£

Aggregate capital and reserves

1

450,149

Profit for the year/period

1,119,522

385,653

10.

DEBTORS

2020

2019

£

£

Amounts falling due within one year:

Other debtors

24

-

Amounts falling due after more than one year:

Amounts owed by group undertakings

-

2,894,985

Aggregate amounts

24

2,894,985

The amounts owed by group undertakings are unsecured and interest is being charged at a commercial rate.

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

£

£

Tax

-

10,411

Directors' current accounts

-

599

-

11,010

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2020

2019

£

£

Amounts owed to group undertakings

9,353

1,749,022

The amounts owed to group undertakings are unsecured and interest is being charged at a commercial rate.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2020

2019

value:

£

£

1

Ordinary

£1

1

1,600,002

On 14 December 2020, 1,600,001 ordinary shares were cancelled.

Each Ordinary share has full voting rights, the right to receive dividends and the right to participate in a capital distribution on a sale or winding up. They do no convey any rights of redemption.

14.

RESERVES

Retained earnings represents the accumulated profits less accumulated losses and distributions up to the reporting date. This is a distributable reserve.

15.	ULTIMATE PARENT COMPANY

Procter Johnson Holdings Limited is regarded by the directors as being the company's ultimate parent company.

Copies of Procter Johnson Holdings Limited accounts can be obtained from The Glades Festival Way, Festival Park, Stoke-On-Trent, Staffordshire, United Kingdom, ST1 5SQ.

16.	ULTIMATE CONTROLLING PARTY

The controlling party is H R Jackson.