Selectaglaze Holdings Limited - Limited company accounts 23.1

REGISTERED NUMBER: 13728121 (England and Wales)

FOR

Page

Company Information  

1

Group Strategic Report  

2

Report of the Directors  

4

Report of the Independent Auditors  

6

Consolidated Profit and Loss Account  

9

Consolidated Balance Sheet  

10

Company Balance Sheet  

11

Consolidated Statement of Changes in Equity  

12

Company Statement of Changes in Equity  

13

Consolidated Cash Flow Statement  

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

C M Bignell

M M Childerstone

K A Mercer

A T Willis

REGISTERED OFFICE:

Alban Park

Hatfield Road

St Albans

Hertfordshire

AL4 0JJ

REGISTERED NUMBER:

13728121 (England and Wales)

AUDITORS:

KBSP Partners LLP

Chartered Accountants

Statutory Auditors

Harben House

Harben Parade

Finchley Road

LONDON

NW3 6LH

The directors present their strategic report of the company and the group for the period 8 November 2021 to 31 December 2022.

INTRODUCTION

These accounts consolidate Selectaglaze Holdings Limited together with its wholly owned subsidiary Selectaglaze Limited.

After consolidation adjustments, the only significant trading entity in the group is Selectaglaze Limited.

REVIEW OF BUSINESS

In 2021 the directors of Selectaglaze Limited took the decision to become an Employee-Owned Trust. The directors saw this transition as a key element of making the business truly sustainable providing long term protection for the highly skilled staff. Becoming an employee-owned business was considered the best option as it enables the board to take a long-term view on succession and research shows that employee-owned businesses achieve higher productivity and greater levels of innovation.

As part of the transition to employee ownership, Selectaglaze Limited was demerged from the Albansky Holdings group to Selectaglaze Holdings Ltd and on 1 January 2022, 85% of the share capital of Selectaglaze Holdings was sold to Selectaglaze EOT Limited. This is explained in more detail in Note 3 (paragraph "Employee ownership trust") and Note 23. The liability payable by Selectaglaze EOT Limited to the sellers of Selectaglaze Holdings Limited's shares is scheduled to be paid by instalments over a six year period from 1 January 2022, and the first year payments have been met.  The board of Directors of Selectaglaze Limited remains unchanged as part of this transition.

Selectaglaze Holdings Limited acquired 100% of the share capital of trading subsidiary Selectaglaze Limited on 1 January 2022, as part of Selectaglaze Limited's transition to an employee ownership structure as explained above. These consolidated accounts are for the period from incorporation on 8 November 2021 and consolidate the results of Selectaglaze Limited from 1 January 2022. As this is the group's first period of accounts there are no comparative figures. Where the analysis below refers to activity or results pre 1 January 2022, this relates to Selectaglaze Limited.

The principal activity of the group is the manufacture, supply and installation of secondary glazing products to a wide range of customers throughout the UK. Products are designed and manufactured to order and customer satisfaction is a key indicator to the success of the group.

The impact of the Coronavirus diminished throughout the year. However, the war in Ukraine and the impact on energy prices led to sharp increases in the price of glass and aluminium. This was monitored carefully and selling prices had to increase significantly throughout this period. This was accepted by the industry and most suppliers had been affected one way or another. The group was well placed to benefit from a recovery of business levels due to significant capital investment in recent years. Increases to raw material prices and the availability of supply remain a risk. The group is in a strong position to absorb these risks, manage production and stock levels to meet changing customer demands.

The risk of customer business failure remains high. The group mitigates financial risk wherever possible by obtaining credit insurance and has a strong credit control policy for all new customer orders. The group will remain vigilant as the risks continue in 2023.

The group continues to invest in research and development to improve and expand the product range. The directors regard investment in this area as a prerequisite for future success. The products also support continued demand for sustainability and energy efficient retrofit solutions in construction and investment in this area is also seen as further growth opportunity.

Key performance indicators

Customer satisfaction is monitored by questionnaires and the results in the year showed a high satisfaction rating of 4.7/5.0 consistent with the prior year.

The group turnover increased by 20.2% to £8,820,424 more than recovering the drop in turnover due to the pandemic. Despite difficult trading conditions and volatile pricing in part due to supply shortages following the pandemic and the advent of war in Ukraine gross margin was maintained at 56.7%. As a result, the group returned a profit before tax of £1,049,362.

Despite challenging factors, work-in-hand at the end of the year remains high at £5.49M down slightly from £5.85M in the prior year and a strong cash and short term deposit balance of £3,625,264 provides the group with a good base for future performance.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the group are as follows:

Economic Risk

-  continued risk of business failure amongst the customer portfolio

- ongoing economic uncertainty reducing construction related activity

- customers reducing the specification of projects to reduce cost

-  long term impact of the Coronavirus crisis on business levels

Competitive Risk

- markets driven by price rather than performance and specification

-  customers becoming more risk averse

Legislative Risk

- changes in laws and regulations that may impact the group's products and sales.

- changes in work practices required by the coronavirus crisis

The directors regularly monitor the risks and seek expert advice where considered necessary in order to limit the group's exposure to these risks.

ON BEHALF OF THE BOARD:

M M Childerstone - Director

7 August 2023

The directors present their report with the financial statements of the company and the group for the period 8 November 2021 to 31 December 2022.

INCORPORATION

The group was incorporated on 8 November 2021 .

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2022.

RESEARCH AND DEVELOPMENT

The group is engaged in research and development of its secondary window systems.

DIRECTORS

The directors who have held office during the period from 8 November 2021 to the date of this report are as follows:

C M Bignell - appointed 19 January 2022

M M Childerstone - appointed 8 November 2021

K A Mercer - appointed 19 January 2022

A T Willis - appointed 19 January 2022

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

FINANCIAL INSTRUMENTS

The group's financial risk management objectives are:

- To ensure sufficient working capital exists for the group's purposes.

- To minimise the amount of any borrowings.

The group's financial instruments comprise bank balances, trade debtors and creditors, and as a result there is exposure to credit, liquidity and cash flow risks and these are being managed as follows:

Credit risk

- The group grants credit to customers and the balances outstanding are regularly monitored to ensure that the group's payment terms are adhered to thereby minimising the credit, liquidity and cash flow risk.

Liquidity risk and cash flow risk

- The group aims to mitigate these risks by monitoring cash collection targets and monitoring the bank balances on a regular basis

DIRECTORS' INDEMNITY INSURANCE

During the year ended 31 December 2022 the group maintained insurance covering the directors of the group against liabilities arising in relation to the group in accordance with Section 233 of the Companies Act 2006.

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.

ON BEHALF OF THE BOARD:

M M Childerstone - Director

7 August 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 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.

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 pages four and five, 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:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

i)  Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

ii) Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include operating licence, environmental regulations, health and safety legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

Julian Landau FCA (Senior Statutory Auditor)

for and on behalf of KBSP Partners LLP

Chartered Accountants

Statutory Auditors

Harben House

Harben Parade

Finchley Road

LONDON

NW3 6LH

8 August 2023

TURNOVER

4

8,820,424

Cost of sales

3,822,594

GROSS PROFIT

4,997,830

Distribution costs

971,080

Administrative expenses

3,033,544

4,004,624

993,206

Other operating income

5

12,409

OPERATING PROFIT

7

1,005,615

Interest receivable and similar income

43,747

PROFIT BEFORE TAXATION

1,049,362

Tax on profit

8

208,485

PROFIT FOR THE FINANCIAL PERIOD

840,877

OTHER COMPREHENSIVE INCOME  

Contribution to Employee Ownership Trust

(1,477,500

)

Income tax relating to other comprehensive

income

-

OTHER COMPREHENSIVE INCOME FOR

THE PERIOD, NET OF INCOME TAX

(1,477,500

)

TOTAL COMPREHENSIVE INCOME FOR

THE PERIOD

(636,623

)

Profit attributable to:

Owners of the parent

840,877

Total comprehensive income attributable to:

Owners of the parent

(636,623

)

FIXED ASSETS

Intangible assets

10

346,117

Tangible assets

11

566,205

Investments

12

-

912,322

CURRENT ASSETS

Stocks

13

415,806

Debtors

14

2,055,558

Investments

15

2,501,698

Cash at bank and in hand

1,123,566

6,096,628

CREDITORS

Amounts falling due within one year

16

1,752,904

NET CURRENT ASSETS

4,343,724

TOTAL ASSETS LESS CURRENT

LIABILITIES

5,256,046

PROVISIONS FOR LIABILITIES

18

92,669

NET ASSETS

5,163,377

CAPITAL AND RESERVES

Called up share capital

19

5,800,000

Retained earnings

20

(636,623

)

SHAREHOLDERS' FUNDS

5,163,377

The financial statements were approved by the Board of Directors and authorised for issue on 7 August 2023 and were signed on its behalf by:

M M Childerstone - Director

C M Bignell - Director

A T Willis - Director

K A Mercer - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

-

Investments

12

5,800,000

5,800,000

TOTAL ASSETS LESS CURRENT

LIABILITIES

5,800,000

CAPITAL AND RESERVES

Called up share capital

19

5,800,000

SHAREHOLDERS' FUNDS

5,800,000

Company's profit for the financial year

-

The financial statements were approved by the Board of Directors and authorised for issue on 7 August 2023 and were signed on its behalf by:

M M Childerstone - Director

C M Bignell - Director

A T Willis - Director

K A Mercer - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Profit for the period

-

840,877

840,877

Other comprehensive income

-

(1,477,500

)

(1,477,500

)

Total comprehensive income

-

(636,623

)

(636,623

)

Issue of share capital

5,800,000

-

5,800,000

Balance at 31 December 2022

5,800,000

(636,623

)

5,163,377

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

5,800,000

-

5,800,000

Balance at 31 December 2022

5,800,000

-

5,800,000

Cash flows from operating activities

Cash generated from operations

26

1,677,410

Tax paid

(26,173

)

Net cash from operating activities

1,651,237

Cash flows from investing activities

Purchase of tangible fixed assets

(110,955

)

Sale of tangible fixed assets

22,472

Cash acquired on acquisitions

1,993,435

Payments to Employee Ownership Trust

(1,477,500

)

Interest received

43,747

Transfer to long term bank deposits

(998,870

)

Net cash from investing activities

(527,671

)

Increase in cash and cash equivalents

1,123,566

Cash and cash equivalents at beginning

of period

27

-

Cash and cash equivalents at end of

period

27

1,123,566

1.

STATUTORY INFORMATION

Selectaglaze 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 General 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 have been prepared under the historical cost convention.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the group's accounting policies.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

The functional and presentational currency of the group is pound sterling.

Going concern

The group meets its day-to-day working capital requirements through careful management of working capital positions.  The group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the group should be able to operate without any third party support.  After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption 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" in relation to the company only cash flow.

Basis of consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiaries undertakings made up to 31 December 2022.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which gives it control of the financial and operating policies of the entity, it accounts for that as a subsidiary. Similarly where the group owns 50% or more of the voting powers of an entity but does not control the entity by virtue of an agreement with other investors which makes it relieve its control of the financial and operating policies of the entity, it does not account for that as a subsidiary.

All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the group's interest in the entity

Significant judgements and estimates