DelAgua Water Testing Limited - Period Ending 2016-12-31

DelAgua Water Testing Limited - Period Ending 2016-12-31


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Registration number: 05940720

DelAgua Water Testing Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 31 December 2016

 

DelAgua Water Testing Limited

Contents

Balance Sheet

1 to 2

Notes to the Financial Statements

3 to 10

 

DelAgua Water Testing Limited

(Registration number: 05940720)
Balance Sheet as at 31 December 2016

Note

2016
£

(As restated)

2015
£

Fixed assets

 

Intangible assets

4

135,847

165,501

Tangible assets

5

1,484

4,425

Investments

15,063

15,063

 

152,394

184,989

Current assets

 

Stocks

7

311,589

484,381

Debtors

8

202,416

25,626,461

Cash at bank and in hand

 

87,692

35,124

 

601,697

26,145,966

Creditors: Amounts falling due within one year

9

(440,299)

(728,514)

Net current assets

 

161,398

25,417,452

Total assets less current liabilities

 

313,792

25,602,441

Creditors: Amounts falling due after more than one year

9

(468,580)

(237,845)

Provisions for liabilities

(21,264)

(26,307)

Net (liabilities)/assets

 

(176,052)

25,338,289

Capital and reserves

 

Called up share capital

24,690,160

24,690,160

Profit and loss account

(24,866,212)

648,129

Total equity

 

(176,052)

25,338,289

For the financial year ending 31 December 2016 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

 

DelAgua Water Testing Limited

(Registration number: 05940720)
Balance Sheet as at 31 December 2016

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 26 September 2017 and signed on its behalf by:
 

.........................................

J S Beaumont

Director

 

DelAgua Water Testing Limited

Notes to the Financial Statements for the Year Ended 31 December 2016

1

General information

The company is a private company limited by share capital incorporated in England and Wales.

The address of its registered office is:
2 Old Bath Road
Newbury
Berkshire
RG14 1QL
England

The principal place of business is:
Unit 2 The Old Dairy
Church Lane
Lower Fyfield
Marlborough
Wiltshire
SN8 1PY
United Kingdom

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The financial statements have been prepared on a going concern basis.

The company has £24,689,160 of redeemable preference shares in issue which are redeemable at a future agreed date between the directors and the preference share holders.The directors will not agree to the redemption unless the company is in position to repay the preference share holders. This together with the directors belief that the company will continue to trade profitably (exclusive of the intercompany loan write off this year) mean the directors believe the going concern basis to be appropriate.

Prior period errors

A prior period adjustment has been made to restate £24,689,160 of redeemable preference shares as equity rather than debt on the basis that dividends on the shares are discretionary and the shares are only redeemable with the agreement of the directors of DelAgua Water Testing Limited.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

 

DelAgua Water Testing Limited

Notes to the Financial Statements for the Year Ended 31 December 2016

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Plant and machinery

20% straight line

Office equipment

33% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets

Separately acquired trademarks and licences are shown at historical cost.

Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.

Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Research and development

20% reducing balance

Intellectual property

20% reducing balance

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

DelAgua Water Testing Limited

Notes to the Financial Statements for the Year Ended 31 December 2016

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Stocks

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

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 13 (2015 - 11).

 

DelAgua Water Testing Limited

Notes to the Financial Statements for the Year Ended 31 December 2016

4

Intangible assets

Goodwill
 £

Trademarks, patents and licenses
 £

Other intangibles
£

Development costs
 £

Total
£

Cost or valuation

At 1 January 2016

1

69,885

249,507

47,474

366,867

At 31 December 2016

1

69,885

249,507

47,474

366,867

Amortisation

At 1 January 2016

-

61,186

107,522

32,657

201,365

Amortisation charge

-

1,740

24,951

2,964

29,655

At 31 December 2016

-

62,926

132,473

35,621

231,020

Carrying amount

At 31 December 2016

1

6,959

117,034

11,853

135,847

At 31 December 2015

1

8,699

141,984

14,817

165,501

 

DelAgua Water Testing Limited

Notes to the Financial Statements for the Year Ended 31 December 2016

5

Tangible assets

Furniture, fittings and equipment
 £

Other property, plant and equipment
 £

Total
£

Cost or valuation

At 1 January 2016

15,526

46,102

61,628

At 31 December 2016

15,526

46,102

61,628

Depreciation

At 1 January 2016

12,965

44,238

57,203

Charge for the year

1,495

1,446

2,941

At 31 December 2016

14,460

45,684

60,144

Carrying amount

At 31 December 2016

1,066

418

1,484

At 31 December 2015

2,560

1,865

4,425

6

Investments

2016
£

2015
£

Investments in subsidiaries

15,063

15,063

Subsidiaries

£

Cost or valuation

At 1 January 2016

15,063

Provision

Carrying amount

At 31 December 2016

15,063

At 31 December 2015

15,063

 

DelAgua Water Testing Limited

Notes to the Financial Statements for the Year Ended 31 December 2016

7

Stocks

2016
£

2015
£

Other inventories

311,589

484,381

8

Debtors

Note

2016
£

2015
£

Trade debtors

 

143,958

108,010

Amounts owed by group undertakings and undertakings in which the company has a participating interest

12

-

25,472,898

Other debtors

 

58,458

45,553

Total current trade and other debtors

 

202,416

25,626,461

Debtors includes £nil (2015 - £25,472,898) receivable after more than one year.

9

Creditors

Note

2016
£

2015
£

Due within one year

 

Loans and borrowings

10

-

378,272

Trade creditors

 

259,429

285,358

Taxation and social security

 

16,163

8,699

Other creditors

 

164,707

56,185

 

440,299

728,514

Due after one year

 

Loans and borrowings

10

468,580

-

Other non-current financial liabilities

 

-

237,845

 

468,580

237,845

 

DelAgua Water Testing Limited

Notes to the Financial Statements for the Year Ended 31 December 2016

10

Loans and borrowings

2016
£

2015
£

Non-current loans and borrowings

Other borrowings

468,580

-

2016
£

2015
£

Current loans and borrowings

Other borrowings

-

378,272

11

Exceptional items

During the year, intercompany debtors and creditors totalling £25,369,654 were written off to the profit and loss account reducing the company's profits accordingly.

 

DelAgua Water Testing Limited

Notes to the Financial Statements for the Year Ended 31 December 2016

12

Related party transactions

Transactions with directors

J S Beaumont had a loan with the company. At the balance sheet date the amount due to J S Beaumont was £149,936 (2015: £122,115).

N McDougall had a loan with the company. At the balance sheet date the amount due to N McDougall was £318,644 (2015: £256,157).

Income and receivables from related parties

2016

Parent
£

Management charges receivable

100,000

2015

Parent
£

Entities with joint control or significant influence
£

Management charges receivable

465,000

-

Amounts receivable from related party

788,304

24,684,593

Expenditure with and payables to related parties

2016

Entities with joint control or significant influence
£

Management charges payable

10,000

2015

Entities with joint control or significant influence
£

Management charges payable

50,000

Amounts payable to related party

237,846

13

Parent and ultimate parent undertaking

The ultimate controlling party is N McDougall, by virtue of his majority shareholding in the ultimate parent company DelAgua Group Limited (a company incorporated in The Bahamas).

14

Transition to FRS 102

Following the transition to FRS 102 website costs (previously held within tangible fixed assets) with a book value of £166,941 at the transition date have been reclassified as intangible fixed assets.