Windrush Maidenhead Limited - Limited company accounts 23.2

REGISTERED NUMBER: 03583259 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2023

for

Windrush Maidenhead Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Income and Retained Earnings

7

Statement of Financial Position

8

Notes to the Financial Statements

9

DIRECTORS:

A P Rosner

T S Attwood

L Chappell

SECRETARY:

L Chappell

REGISTERED OFFICE:

57 Farnham Road

Slough

SL1 3TN

REGISTERED NUMBER:

03583259 (England and Wales)

AUDITORS:

Ascendis Audit Limited

Unit 3, Building 2

The Colony

Altrincham Road

Wilmslow

Cheshire

SK9 4LY

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

A P Rosner

T S Attwood

L Chappell

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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

The auditors, Ascendis Audit Limited, who were appointed from this year, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

L Chappell - Director

8 May 2024

Opinion

We have audited the financial statements of Windrush Maidenhead Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position 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 2023 and of its profit for the year then ended;

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

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

Basis for opinion

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

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 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following;

- the nature of the industry, control environment and business performance including the design of the company's remuneration policies, bonus levels and performance targets;

- of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance, in particular in relation to the FCA;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: bank payment processing, payroll, sales processing, used/demo stock valuation, and credit card/cash transactions.

Auditors' responsibilities for the audit of the financial statements (continued)

In common with all audits under lSAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, pensions legislation and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included the company's FCA regulatory requirements.

Audit response to risks identified:-

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reviewing correspondence with the FCA and;

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments;

- assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

- evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Paul Allan Byrne BA (Double Hons) FCA (Senior Statutory Auditor)

for and on behalf of Ascendis Audit Limited

Unit 3, Building 2

The Colony

Altrincham Road

Wilmslow

Cheshire

SK9 4LY

9 May 2024

TURNOVER

18,321,835

17,832,767

Cost of sales

(16,544,378

)

(15,937,189

)

GROSS PROFIT

1,777,457

1,895,578

Administrative expenses

(1,422,683

)

(1,356,999

)

354,774

538,579

Other operating income

18,210

10,000

OPERATING PROFIT

372,984

548,579

Interest receivable and similar income

2,696

-

375,680

548,579

Interest payable and similar expenses

(33,771

)

(43,332

)

PROFIT BEFORE TAXATION

341,909

505,247

Tax on profit

(80,710

)

(99,992

)

PROFIT FOR THE FINANCIAL YEAR

261,199

405,255

Retained earnings at beginning of year

1,144,172

738,917

RETAINED EARNINGS AT END OF YEAR

1,405,371

1,144,172

FIXED ASSETS

Intangible assets

5

-

-

Tangible assets

6

133,625

125,304

133,625

125,304

CURRENT ASSETS

Stocks

7

1,709,088

1,729,250

Debtors

8

322,142

300,805

Cash at bank and in hand

1,993,330

827,024

4,024,560

2,857,079

CREDITORS

Amounts falling due within one year

9

(2,723,541

)

(1,808,383

)

NET CURRENT ASSETS

1,301,019

1,048,696

TOTAL ASSETS LESS CURRENT LIABILITIES

1,434,644

1,174,000

PROVISIONS FOR LIABILITIES

(28,273

)

(28,828

)

NET ASSETS

1,406,371

1,145,172

CAPITAL AND RESERVES

Called up share capital

12

1,000

1,000

Retained earnings

1,405,371

1,144,172

SHAREHOLDERS' FUNDS

1,406,371

1,145,172

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 8 May 2024 and were signed on its behalf by:

L Chappell - Director

1.	STATUTORY INFORMATION

Windrush Maidenhead Limited is a private company, limited by shares, registered in England and Wales under registration number 03583259.

The address of the company's registered office is 57 Farnham Road, Slough, SL1 3TN. There is no single principal place of business.

The presentational currency is Pound Sterling (£) and amounts are rounded to the nearest £.

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" including the provisions of Section 1A "Small Entities" 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.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the reporting date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes might differ from those estimates.

The following judgements have been made by the directors in applying the company's accounting policies:

Property, plant and equipment

At each reporting date property, plant and equipment is assessed for any indication of impairment. If such an indication exists, the recoverable amount of the asset is determined based on value in use calculations which require estimates to be made of future cash flows. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Consignment stock

Consignment stock has been included within the company's Statement of Financial Position on the grounds that the company considerably bears the risks and rewards of ownership attached to these vehicles. As such, the consignment stock is considered to be under control of the company.

Stock valuation

Stock valuation is regularly monitored against age profile and market demand. Management use a number of market tools during the appraisal process including Glass' and CAP valuation guides. The directors perform regular reviews to assess if any provision is required.

Brand incentives

The company receives income in the form of various incentives which are determined by the company's brand partner. The amount receivable is generally based on achieving specific objectives such as a specified sales volume, as well as other objectives including maintaining brand partner standards which may include, but are not limited to, retail centre image and design requirements, customer satisfaction survey results and training standards. Objectives are generally set and measured on either a quarterly or annual basis.

Where incentives are based on a specific sales volume or number of registrations, the related income is recognised as a reduction in cost of sales when it is reasonably certain that the income has been earned. This is generally the later of the date the related vehicles are sold or registered or when it is reasonably certain that the related target will be met. Where incentives are linked to retail centre image and design requirements, customer satisfaction survey results or training standards, they are recognised as a reduction in cost of sales when it is reasonably certain that the incentive will be received for the relevant period.

The company may also receive contributions towards advertising and promotional expenditure. Where such contributions are received they are recognised as a reduction in the related expenditure in the period to which they relate.

TURNOVER

Turnover from the sale of goods is recognised in the Statement of Income and Retained Earnings, net of discounts and value added tax, when the significant risks and rewards of ownership have been transferred to the buyer. In general this occurs when vehicles or parts have been supplied or when a service has been completed.

Commission income is accounted for on a receivable basis.

INTANGIBLE ASSETS

Computer software has been amortised over its estimated useful life of 4 years. Computer software has been fully amortised.

TANGIBLE FIXED ASSETS

Tangible fixed assets are stated at cost less accumulated depreciation.

Depreciation is provided at the following annual rates in order to write off the cost less residual value of each asset over its estimated useful life:-

Plant and machinery

- 10% - 25% per annum on a straight line basis

Fixtures and fittings

- 20% per annum on a straight line basis

Computer equipment

- 25% per annum on a straight line basis

Leasehold improvements

- straight line over period of lease

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are

recognised in the Statement of Income and Retained Earnings.

STOCKS

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Income and Retained Earnings.

Consignment vehicles are regarded as being under the control of the company, and in accordance with FRS 102 are included in stocks on the Statement of Financial Position, although legal title has not passed to the company. The corresponding liability is included in trade and other creditors and is secured directly on these vehicles.

FINANCIAL INSTRUMENTS

The company only has basic financial instruments, which are recognised at amortised cost.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

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.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

BORROWING COSTS

Borrowing costs are charged to the Statement of Income and Retained Earnings on an accruals basis.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 21 (2022 - 20 ) .

5.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2023

and 31 December 2023

16,651

AMORTISATION

At 1 January 2023

and 31 December 2023

16,651

NET BOOK VALUE

At 31 December 2023

-

At 31 December 2022

-

6.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2023

917,637

559,304

1,476,941

Additions

-

39,662

39,662

At 31 December 2023

917,637

598,966

1,516,603

DEPRECIATION

At 1 January 2023

917,637

434,000

1,351,637

Charge for year

-

31,341

31,341

At 31 December 2023

917,637

465,341

1,382,978

NET BOOK VALUE

At 31 December 2023

-

133,625

133,625

At 31 December 2022

-

125,304

125,304

7.

STOCKS

2023

2022

£

£

Parts and accessories

83,029

56,897

Vehicle stock

1,626,059

1,672,353

1,709,088

1,729,250

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade debtors

168,604

98,273

Amounts owed by related parties

-

59,700

Other debtors

153,538

142,832

322,142

300,805

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade creditors

1,630,679

1,135,217

Amounts owed to group undertaking

915,805

452,499

Taxation and social security

108,915

103,479

Other creditors

68,142

117,188

2,723,541

1,808,383

10.	LEASING AGREEMENTS

At the year end the company had total operating lease commitments of £nil (2022: £302,638).

11.	SECURED DEBTS

The following secured debts are included within creditors:

2023

2022

£

£

Vehicle funding

1,292,488

861,329

Vehicle funding is secured over the vehicles to which it relates.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2023

2022

value:

£

£

1,000

Ordinary

£1

1,000

1,000

13.	PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund an amounted to £17,439 (2022: £29,739). At the year end contributions amounting to £3,940 (2022: £128) were payable to the scheme.

14.	RELATED PARTY DISCLOSURES

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.

At the year end the company owed £915,805 (2022: £452,499) to group companies.

During the year the company paid rent amounting to £199,000 (2022: £199,000) to Windrush Maidenhead Property Partnership, an entity in which the directors have equal interests.

Windrush Trade Parts Limited

This is a company in which the directors of the company have an interest.

During the year the company purchased goods amounting to £16,267 (2022: £18,113) from Windrush Trade Parts Limited.

At the year end the company owed Windrush Trade Parts Limited £1,427 (2022: £nil).

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is A P Rosner by virtue of his majority shareholding in the ultimate parent company Windrush Automotive Group Limited.

16.	ULTIMATE PARENT UNDERTAKING

The immediate parent undertaking is Windrush Garage Limited and the ultimate parent company is Windrush Automotive Group Limited which is registered in England and Wales. Windrush Automotive Group Limited prepares consolidated financial statements which include those of this company and are available from Companies House, Crown Way, Cardiff, CF14 3UZ.