Grob & Co Holdings Ltd - Limited company accounts 23.1

REGISTERED NUMBER: 13515433 (England and Wales)

Page

Company Information  

1

Group Strategic Report  

2

to

3

Report of the Director  

4

to

6

Report of the Independent Auditors  

7

to

10

Consolidated Income Statement  

11

Consolidated Other Comprehensive Income  

12

Consolidated Statement of Financial Position  

13

Company Statement of Financial Position  

14

Consolidated Statement of Changes in Equity  

15

Company Statement of Changes in Equity  

16

Consolidated Statement of Cash Flows  

17

Notes to the Consolidated Statement of Cash

Flows

18

to

19

Notes to the Consolidated Financial Statements

20

to

38

DIRECTOR:

O C Y Grob

REGISTERED OFFICE:

7 Marshall Road

Hampden Park Industrial Estate

Eastbourne

East Sussex

BN22 9AX

REGISTERED NUMBER:

13515433 (England and Wales)

AUDITORS:

GMP Audit Limited, Statutory Auditor

82 High Street

Tenterden

Kent

TN30 6JG

The director presents his strategic report of the company and the group for the year ended 30th September 2022.

REVIEW OF BUSINESS

On the 30 September 2021, the Company acquired the Hotchkiss Group Holdings Limited group of companies ("the Group"), including its subsidiaries, and is now the ultimate parent undertaking for the Group. Prior to the acquisition date, the Company was incorporated on 16 July 2021 and was not trading.

The board are pleased to present the first years' Group results for the financial year ended 30 September 2022.

The main trading companies within the Group have been extremely busy both on site and in their factories, and the Board acknowledges the contributions made by all of its employees and thank them for their continuing efforts on behalf of the Group.

PRINCIPAL RISKS, UNCERTAINTIES AND FUTURE DEVELOPMENTS

Long term contract management: The risks that the Group are exposed to depend on the size and complexity of the project together with the legal form of the contract.  The development and retention of high quality staff is essential to the success of our business and the effective operation of our contract management processes.  The Group maintains effective procedures for the estimation and tendering process as well as for the management and monitoring of contracts in progress.

The Group is exposed to risks that could impact the delivery of our contracts to our clients on time and within the estimated costs.  Robust controls exist to monitor and manage contract performance throughout the contract to identify and manage risks as they arise throughout the contract.  The Group monitors performance of suppliers and contractors throughout the contract.

SECTION 172(1) STATEMENT

The Group provide a complete package for air conditioning and ventilation and fire rated duct systems. The Group operates within the UK and depends on trust and confidence of its stakeholders to continue to operate sustainably in the long term. It seeks to put clients' interests first, invest in its employees, nurtures relationships with its supply chain, has regard to the communities and regions in which it operates and strives to generate profits for its shareholders.

The Directors of the Group have acted in accordance with their duties, in particular their duty to act in a manner in which 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, having regard to the stakeholders and matters set out in section 172 (1) of the Companies Act 2006.

The Directors of the Group support the subsidiary Managing Directors in managing the operations of each business in line with the Group's strategy.

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, which is built around the following values:

          -   Respect

          -   Trust

          -   Integrity

          -   Collaboration

          -   Value

The Group culture extends to key areas including customers, suppliers, employees and the environment.

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Group maintains good governance, consistently reviews its core values and ultimately maintains a reputation for high standards and a quality product with a professional standard of business conduct.

KEY PERFORMANCE INDICATORS (KPI'S)

The director considers the revenue and operating profit of the Group to be the key performance indicators, these are set out below.

Turnover for the year was £42,776,000 and operating profit £1,736,000.

As this is the first full years report since the acquisition there are no comparatives. However a sub-group consolidation can be found in the Hotchkiss Group Holdings Ltd annual report.

ON BEHALF OF THE BOARD:

O C Y Grob - Director

28th June 2023

The director presents his report with the financial statements of the company and the group for the year ended 30th September 2022.

PRINCIPAL ACTIVITY

DIVIDENDS

The total distribution of dividends for the year ended 30th September 2022 will be £93,311 (2021: nil).

DIRECTOR

O C Y Grob held office during the whole of the period from 1st October 2021 to the date of this report.

CHARITABLE DONATIONS

During the year donations were made to charity of £19,929 (2021: £nil).

HOTCHKISS GROUP PENSION SCHEME

Note 23 to the financial statements discloses a Financial Reporting Standard 102 funding asset for the Hotchkiss Group Pension Scheme of £8,167,000 (2021: £710,000), less a deferred tax liability of £1,083,000 (2021: £nil).  This scheme is a defined benefit pension scheme with total assets to 30 September 2022 of £27,805,000 (2021: £30,151,000).  The actuarial and MRF valuation, in normal circumstances, would be carried out every three years and on 31 March 2021 these valuations were carried out by the Scheme's actuary and this showed that the scheme was approximately 90% funded.

Following this full valuation and a rapidly changing investment market, a Trustee meeting was held and a change in investments of the pension scheme was agreed to stabilize the assets and reduce any risk to the scheme. This also meant that the pension scheme had moved from a 90% funded scheme to a fully funded status. Therefore the Scheme's actuary was instructed to carry out a further valuation at 19 October 2022. This revised valuation showed that the Scheme was now fully funded and as such is shown as an asset on the Balance Sheet.

GOING CONCERN

The directors have given careful consideration to the risks and uncertainties on businesses operations. The Company has modelled sensitivities on decreases in turnover and cash at 10%, 20% and 30% increments, with no changes to overheads for a period of twelve months beyond the date of signing these financial reports.

Under these scenarios, the business would continue to trade with adequate cash balances and have taken steps to manage its cash flow.

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

FINANCIAL RISK MANAGEMENT

Note 26 to the financial statements sets out the group's approach to financial risk management.

EMPLOYEES

It is the Board's policy to employ disabled persons whenever suitable vacancies arise and to provide for such employees the appropriate level of training and career progression within the group.

The Group's directors recognise the importance of communications with the Group's employees and therefore hold regular meetings with the employees' representatives.  The directors make it their policy to be accessible to all employees.

MATTERS COVERED IN THE STRATEGIC REPORT

Information in respect of business review, post balance sheet events and key performance indicators (KPIs) are not shown in the Directors' Report because they are presented in the Strategic Report in accordance with s414c(ii) of the Companies Act 2006.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director 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 director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable accounting standards have been followed, subject to any material

  departures disclosed and explained in the financial statements;

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. The director is 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditor is unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditor is aware of that information.

AUDITORS

GMP Audit Limited, Statutory Auditor offer themselves for re-appointment as auditor in accordance with Section 485(4) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

O C Y Grob - Director

28th June 2023

Opinion

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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 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 Director.

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 director's remuneration specified by law are not made; or

-

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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:

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:

-

Discussions with management which included consideration of known or suspected instances of non-compliance with laws and regulations and fraud.

-

Reviewing, evaluating and testing systems and controls to assess their effectiveness to prevent and detect irregularities.

-

Identifying, reviewing and testing of journal entries.

-

Challenging assumptions and judgements made by management in respect of significant accounting estimates.

-

Reviewing minutes of Board Meetings for known or suspected instances of non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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.

Samantha Whiting FCA (Senior Statutory Auditor)

for and on behalf of GMP Audit Limited, Statutory Auditor

82 High Street

Tenterden

Kent

TN30 6JG

28th June 2023

TURNOVER

3

42,776

-

Cost of sales

35,074

-

GROSS PROFIT

7,702

-

Distribution costs

530

-

Administrative expenses

5,472

-

6,002

-

1,700

-

Other operating income

4

36

-

OPERATING PROFIT

6

1,736

-

Other finance income

23

15

-

1,751

-

Interest payable and similar expenses

7

2

-

PROFIT BEFORE TAXATION

1,749

-

Tax on profit

8

-

-

PROFIT FOR THE FINANCIAL YEAR

1,749

-

Profit attributable to:

Owners of the parent

1,749

-

PROFIT FOR THE YEAR

1,749

-

OTHER COMPREHENSIVE INCOME  

Actuarial gain/(loss) on defined benefit

7,346

-

pension scheme

Income tax relating to other

comprehensive income

(1,083

)

-

OTHER COMPREHENSIVE INCOME

FOR THE YEAR, NET OF INCOME TAX

6,263

-

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

8,012

-

Total comprehensive income attributable to:

Owners of the parent

8,012

-

FIXED ASSETS

Intangible assets

11

(3,729

)

(4,178

)

Tangible assets

12

3,691

3,827

Investments

13

-

-

(38

)

(351

)

CURRENT ASSETS

Stocks

14

960

1,198

Debtors

15

10,253

9,170

Cash at bank and in hand

16

3,378

3,084

14,591

13,452

CREDITORS

Amounts falling due within one year

17

12,136

11,416

NET CURRENT ASSETS

2,455

2,036

TOTAL ASSETS LESS CURRENT

LIABILITIES

2,417

1,685

CREDITORS

Amounts falling due after more than

one year

18

(1,582

)

(2,395

)

PENSION ASSET

23

7,084

710

NET ASSETS

7,919

-

CAPITAL AND RESERVES

Called up share capital

21

-

-

Retained earnings

22

7,919

-

SHAREHOLDERS' FUNDS

7,919

-

The financial statements were approved by the director and authorised for issue on 28th June 2023 and were signed by:

O C Y Grob - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

5,296

5,240

5,296

5,240

CURRENT ASSETS

Cash at bank

16

8

-

CREDITORS

Amounts falling due within one year

17

3,722

2,867

NET CURRENT LIABILITIES

(3,714

)

(2,867

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

1,582

2,373

CREDITORS

Amounts falling due after more than

one year

18

1,582

2,373

NET LIABILITIES

-

-

CAPITAL AND RESERVES

-

-

Company's profit for the financial year

93

-

The financial statements were approved by the director and authorised for issue on 28th June 2023 and were signed by:

O C Y Grob - Director

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Changes in equity

Profit for the period

-

-

-

Balance at 30th September 2021

-

-

-

Changes in equity

Profit for the year

-

1,749

1,749

Other comprehensive income

-

6,263

6,263

Total comprehensive income

-

8,012

8,012

Dividends

-

(93

)

(93

)

Balance at 30th September 2022

-

7,919

7,919

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Changes in equity

Balance at 30th September 2021

-

-

-

Changes in equity

Dividends

-

(93

)

(93

)

Total comprehensive income

-

93

93

Balance at 30th September 2022

-

-

-