PJ_CAPITAL_HOLDINGS_LIMIT - Accounts

The directors present the strategic report for the period ended 30 April 2021.

The objectives of this report are to provide shareholders and other users of these statements:

• the appropriate level of background context for these financial statements;

• analysis of the company's past performance; and

• insight into the company's main objectives and strategies, the principal risks it faces and how they might affect future prospects.

Newly created in the year the group's objective is to be recognised as a market leading provider of retail services and complimentary solutions to the world's leading technology brands.

The board seeks to deliver sustainable, responsible and profitable business growth so as to build shareholder value and offer challenging and rewarding careers for the group's employees.

The directors are pleased with the group's financial performance for the period. The group achieved revenues of £65.6million and operating EBITDA of £1.42m, before exceptional costs and re-structuring expenses. Exceptional costs are a provision for related party debt. After exceptional items the group is reporting an operating loss of £4.1million for the period. The directors are confident that the group is in an excellent position and will build on the growth opportunities that lie ahead.

In regular monitoring of financial reporting, the directors assess the group's development and performance against forecasts prepared annually and are reviewed regularly for continuing appropriateness given strategic developments in the business. Key financial performance measures include turnover and EBITDA vs budgeted forecast.

The group has a risk management process in place to identify and effectively manage risk across the subsidiaries. The following principle risks have been identified and may have an impact on the group and its operations:

• Partner Retail Services Limited (PRS) and Data Select LLC (DSQ) operate in a competitive retail environment and there is an on-going risk that sales may be lost to rival businesses.

• the general economic environment and market conditions for the products and services, also a risk common to all retailers and the continuing impact of Covid-19. The global pandemic creates multiple challenges for almost all companies, ranging from supply chain disruption to logistical problems to cash management. This is a developing situation however the Group is well placed to weather any short-medium term difficulties through a combination of Governmental initiatives available, access to funding and sufficient cash reserves. Furthermore, the Group has a robust business continuity plan through its subsidiaries including remote working; and

• whilst the risk reduces as PRS and DSQ strengthen their market leading position, there is a risk that PRS and DSQ trading could be adversely impacted by changes in strategy by key suppliers.

The directors believe that one of the key differentiators of the group’s business model is its customer service and seeks to build on this to set the trading entities apart from their competitors.

The group uses various financial instruments including loans, cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations.

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

The directors of PJ Capital Holdings Limited consider that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole in the decisions taken during the period to 30 April 2021.

The statements below explain how the requirements of S172 have been met.

The likely consequences of any decision in the long term

The directors consider the likely consequences of any decision in the long-term. Each company within the group is bound by group policies consistent with the group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Details of any decisions made regarding dividends can be found in the director's report.

Engaging with our employees

The directors recognise that employees are fundamental and core to our business and delivery of our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. From ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the directors factor the implications of decisions on employees and the wider workforce, where relevant and feasible.

Engaging with our suppliers and customers

Delivering our strategy requires strong relationships with suppliers and customers. Customer feedback is obtained and discussed at group meetings.

Community and the environment

The group’s approach is to use our position of strength to create positive change for the people and communities which we interact with.

Maintaining a reputation for high standards of business conduct

The Board has established honesty, integrity and respect for people as the group’s core values. The General Business Principles, Code of Conduct, and Code of Ethics help everyone in the operating entities act in line with these values and comply with relevant laws and regulations.

The need to act fairly as between members of the company

Our intention is to behave responsibly towards our shareholders and treat them fairly, so they too benefit from the successful delivery of the group’s plan.

On behalf of the board

The directors present their annual report and financial statements for the period ended 30 April 2021.

The company was incorporated on 11 November 2019.

The principal activity of the company and group continued to be that of a holding company for a retail group.

The results for the period are set out on .

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the group's performance.

The directors have deemed that for the foreseeable future the Group will continue to operate in its current form with no significant new developments being planned.

Greenhouse gas emissions and energy consumption

The below table and supporting narrative summarise the Streamlined Energy and Carbon Reporting (SECR) disclosure in line with the requirements for a “large” unquoted company, as per The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The disclosure also extends beyond the scope of a “large” unquoted company and includes emissions and energy consumption from the combustion of all fuels on site. This report covers the emissions of Partner Retail Services Ltd only for the year to 30 April 2021. The parent company holds no offices and it was not considered necessary to carry this out on the Qatar trading subsidiary.

Methodology

Anthesis has calculated the above greenhouse gas emissions estimates to cover all material sources of emissions for which Partner Retail Services Limited is responsible. The methodology used was that of the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (revised edition, 2015). Responsibility for emissions sources was determined using the operational control approach. All emissions sources required under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 are included.

This estimate covers all of Partner Retail Services Limited’s operations that are consolidated in the financial statements and the sites used to conduct these operations. Raw data in the form of invoices and expenses were collated in a spreadsheet by Partner Retail Services Limited and energy was converted to greenhouse gas estimates using the UK Government’s GHG Conversion Factors for Company Reporting 2020.

Energy Efficiency Action

As a result of the ongoing COVID-19 pandemic, Partner Retail Services Limited has been unable to make efforts to improve energy efficiency across their portfolio.

The directors are responsible 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 group and company, 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;

•     state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

•     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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of PJ Capital Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2021 which comprise, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company 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 FRS 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 the parent company's affairs as at 30 April 2021 and of the group's loss for the period 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's 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.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 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.

As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: https://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.

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,671,054.

PJ Capital Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Network House, Third Avenue, Globe Park, Marlow, Buckinghamshire, SL7 1EY.

The group consists of PJ Capital Holdings Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the group financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The company has taken advantage of the exemption under FRS 102, section 1.12, in not preparing a cashflow statement for the parent company.

The consolidated group financial statements consist of the financial statements of the parent company PJ Capital Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to within 6 days of 30 April 2021. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

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

The group continued to suffer disruption from the ongoing pandemic 'COVID-19' during the year. Where applicable, the group had taken the action to furlough staff and is taking advantage of business rates relief, both of which has ensured the group has adequate cashflow. From April 2021, the UK stores began to reopen fully and trading continued with online sales remaining consistent throughout the lockdown periods. The group loss recorded was due to one-off legal fees and an exceptional item, therefore it is anticipated that the group will be profitable for 2022.

The directors therefore consider that there are no adjustments required to the accounts and that the company continues to be a going concern.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Other operating income includes income that is contractually obliged amounts received by the company to cover the majority of store related operating overheads.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit and loss. Reversals of impairment losses are also recognised in profit and loss.

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

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

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 publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.

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

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

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

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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

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

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

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

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

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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

Gains and losses recognised on consolidation are recognised in other comprehensive income.

In the application of the group’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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Determine whether any provision is required against slow moving or obsolete stock items. The judgement is based on management knowledge of the stock and customer demand, as well as stock age. At the reporting date, stocks are assessed for impairment and written down where appropriate.

Management applies judgement in evaluating the recoverability of debtors. This judgement is based on the ageing profile of debtors and historical experience. To the extent that the directors believe debtors not to be recoverable they have been provided for in the financial statements.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The parent company considers whether investments held in subsidiaries are impaired each year. Where indicators of impairment are identified the carrying value of the investment is compared to the underlying net assets of the subsidiary and expected future performance and provisions are recognised where required.

The group considers goodwill to have a finite useful life and therefore applies a amortisation rate evenly over its useful life of 10 years.

The average monthly number of persons (including directors) employed by the group and company during the period was:

No directors remuneration was paid during the period.

Details of the company's subsidiaries at 30 April 2021 are as follows:

The following subsidiaries were exempt from the audit requirements of the Companies Act 2006 by virtue of section 479A; PJ Capital Partners Ltd, Retail Services Group Limited, PRS Qatar Holdings Limited and PRS Holdings Limited.

The total provision against stock as at the reporting date was £127,776 .

The bank loans totalling £3.04m are secured against assets held in the Group and are guaranteed by a director.

The loan of £5m due to a director/shareholder is secured against the assets held by a subsidiary of the Group.

This is a bank loan of a subsidiary of the group which has interest accruing at 3% over base rate.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax asset set out above is expected to reverse by 2022 and relates to temporary timing differences of employee end of services benefits and trade and other payables.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

As at the reporting date the group had a £19,182 retirement benefit liability.

In addition, there are employee end of service benefits of £556,257 provided for in the accounts.

The holders of the ordinary shares and ordinary 'A' shares have voting rights at any general meeting, rights to participate in any distribution of dividends and rights in a capital distribution.

The holders of the deferred shares do not have voting rights at any general meeting, nor have any rights to participate in any distribution of dividends and have certain rights to participate in a capital distribution, provided that any payment made to the holders of the deferred shares be up to a total of £1 for the entire class of deferred shares. These shares are also redeemable by the company at any time at its option for one penny for all the deferred shares registered in the name of any holder without obtaining the sanction of the holder.

During the period 8,116,000 Ordinary shares at £1 per share were issued. These shares were then sub-divided into 811,600,000 Ordinary shares of £0.01. The 811,600,000 ordinary shares of £0.01 each were then re-classified into 8,116,000 ordinary shares of £0.01 each and 803,484,000 deferred shares of £0.01 each.

4,370,154 Ordinary 'A' shares at £0.29 per share were also issued.

Comprises translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling (£).

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

The auditor's report was unqualified.

On 20 February 2020 the group acquired 100 percent of the issued capital of PJ Capital Partners Ltd.

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's products in new markets and the future operating synergies from the combination.

On purchase of PJ Capital Partners Ltd, goodwill of £4,758,841 was acquired from purchases made by PJ Capital Partners Ltd prior to being acquired by PJ Capital Holdings Ltd.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The remuneration of key management personnel is as follows.

During the period the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The following amounts were recognised as an expense in the period in respect of bad and doubtful debts due from related parties:

All outstanding amounts to/from related parties carry no interest and are repayable on demand.

A loan of £5,000,000 is due to a director. This loan is not considered due within 12 months and has no interest attached.

The ultimate controlling party of the company is P Jones CBE by virtue of being the majority shareholder.