ACCOUNTS - Final Accounts preparation


Caseware UK (AP4) 2016.0.181 2016.0.181 2017-12-312017-12-312017-12-31truetruefalsefalsethat of a holding companyfalse2017-01-01 SC543651 2016-12-31 SC543651 2017-01-01 2017-12-31 SC543651 2017-12-31 SC543651 c:CompanySecretary1 2017-01-01 2017-12-31 SC543651 c:Director1 2017-01-01 2017-12-31 SC543651 c:Director1 2017-12-31 SC543651 c:Director2 2017-01-01 2017-12-31 SC543651 c:Director2 2017-12-31 SC543651 c:RegisteredOffice 2017-01-01 2017-12-31 SC543651 d:Buildings 2017-01-01 2017-12-31 SC543651 d:PlantMachinery 2017-01-01 2017-12-31 SC543651 d:MotorVehicles 2017-01-01 2017-12-31 SC543651 d:OtherPropertyPlantEquipment 2017-01-01 2017-12-31 SC543651 d:CurrentFinancialInstruments 2017-12-31 SC543651 d:Non-currentFinancialInstruments 2017-12-31 SC543651 d:CurrentFinancialInstruments d:WithinOneYear 2017-12-31 SC543651 d:Non-currentFinancialInstruments d:AfterOneYear 2017-12-31 SC543651 d:ShareCapital 2017-01-01 2017-12-31 SC543651 d:ShareCapital 2017-12-31 SC543651 d:SharePremium 2017-01-01 2017-12-31 SC543651 d:SharePremium 2017-12-31 SC543651 d:RetainedEarningsAccumulatedLosses 2017-01-01 2017-12-31 SC543651 d:RetainedEarningsAccumulatedLosses 2017-12-31 SC543651 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2017-12-31 SC543651 d:FinancialAssetsAmortisedCost 2017-12-31 SC543651 d:FinancialLiabilitiesAmortisedCost 2017-12-31 SC543651 c:OrdinaryShareClass1 2017-01-01 2017-12-31 SC543651 c:OrdinaryShareClass1 2017-12-31 SC543651 c:FRS102 2017-01-01 2017-12-31 SC543651 c:Audited 2017-01-01 2017-12-31 SC543651 c:FullAccounts 2017-01-01 2017-12-31 SC543651 c:PrivateLimitedCompanyLtd 2017-01-01 2017-12-31 SC543651 d:Subsidiary1 2017-01-01 2017-12-31 SC543651 d:Subsidiary1 2017-12-31 SC543651 d:Subsidiary2 2017-01-01 2017-12-31 SC543651 d:Subsidiary2 2017-12-31 SC543651 d:EntityControlledByKeyManagementPersonnel1 2017-01-01 2017-12-31 SC543651 d:EntityControlledByKeyManagementPersonnel1 2017-12-31 SC543651 d:EntityControlledByKeyManagementPersonnel2 2017-01-01 2017-12-31 SC543651 d:EntityControlledByKeyManagementPersonnel2 2017-12-31 SC543651 d:EntityControlledByKeyManagementPersonnel3 2017-01-01 2017-12-31 SC543651 d:EntityControlledByKeyManagementPersonnel3 2017-12-31 SC543651 d:Subsidiary1 2017-01-01 2017-12-31 SC543651 d:Subsidiary1 1 2017-01-01 2017-12-31 SC543651 d:Subsidiary2 2017-01-01 2017-12-31 SC543651 d:Subsidiary2 1 2017-01-01 2017-12-31 SC543651 d:Subsidiary3 2017-01-01 2017-12-31 SC543651 d:Subsidiary3 1 2017-01-01 2017-12-31 SC543651 d:Subsidiary4 2017-01-01 2017-12-31 SC543651 d:Subsidiary4 1 2017-01-01 2017-12-31 SC543651 c:Consolidated 2017-12-31 SC543651 c:ConsolidatedGroupCompanyAccounts 2017-01-01 2017-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: SC543651













JNF HOLDINGS LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

 
JNF HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
John B Smith Jnr (appointed 24 August 2016)
Claire M Smith (appointed 24 August 2016)




Company secretary
LC Secretaries Limited



Registered number
SC543651



Registered office
Little Mains, Crichie Woods
Stuartfield

Aberdeenshire

AB42 5DY





 
JNF HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Consolidated statement of comprehensive income
7
Consolidated balance sheet
8 - 9
Company balance sheet
10
Consolidated statement of changes in equity
11
Company statement of changes in equity
11
Consolidated Statement of cash flows
12
Notes to the financial statements
13 - 31


 
JNF HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2017

Introduction
 
The principal activity of the Group is the building and sale of residential property, sale of kitchen and bathrooms and letting of commercial and residential properties.  The principal activity of the Company is that of a holding company.
The Company was incorporated on 24 August 2016 and commenced trading on 30 September 2016.
The Company acquired the shares in the subsidiary companies on 5 September 2017, and have been consolidated from that date.

Business review
 
The directors are satisfied with the results for the period. A number of developments are currently progressing well and the Group continues to seek out suitable developments sites. The Group remains in a strong financial position at the year end.

Principal risks and uncertainties
 
The management of the business and execution of the group’s strategy are subject to a number of risks.  The key business risks and uncertainties facing the Group are considered below.  The Company and Group consider themselves to be structured appropriately to plan for and mitigate these risks.
Competitive risk: The Group operates in highly competitive markets and therefore a key factor is the ability to retain key customers, attract and develop skilled personnel and grow the business.   The geographical spread  of operations allows the Group to be competitive and reduces the possible effect of failing to retain contracts.
Credit risk: is primarily attributable to trade debtors. All clients who wish to trade on credit terms are subject to credit verification procedures.  To mitigate the credit risk, trade debtors are monitored on a regular basis and large contracts are set up to include the requirement for stage payments to ensure the level of bad debt risk is minimised.
Liquidity risk: due to the nature of contracts in the construction industry, liquidity and cash flow management require careful monitoring and control. The Group has ensured they have adequate working capital and longer term funding facilities in place to allow operations to continue.
 

Financial key performance indicators
 
In assessing the financial performance of the Group, the directors monitor gross profit at development level as well as rental yield on properties. 


This report was approved by the board and signed on its behalf.



................................................
John B Smith Jnr
Director

Date: 24 August 2018

Page 1
 

 
JNF HOLDINGS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2017

The directors present their report and the financial statements for the year ended 31 December 2017.

Results and dividends

The Company was incorporated on 24 August 2016 and commenced trading on 30 September 2016.  The Company acquired the share capital of the subsidiary companies on 5 September 2017, and therefore have consolidated the results from that date.  
The consolidated Statement of comprehensive income therefore presents the results for the period from 5 September 2017 until 31 December 2017.

The profit for the year, after taxation and minority interests, amounted to £296,526.

No dividends were declared during the year. 

Directors

The directors who served during the year were:

John B Smith Jnr (appointed 24 August 2016)
Claire M Smith (appointed 24 August 2016)

Future developments

The directors continue to seek out sites for potential new developments and remain confident in the Group's future prospects. 

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, Anderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
John B Smith Jnr
Director

Date: 24 August 2018

Page 2
 

 
JNF HOLDINGS LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2017

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 3
 

 
JNF HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF
 JNF HOLDINGS LIMITED

Opinion


We have audited the financial statements of JNF Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2017, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2017 and of the Group's 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 Auditor's 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 United Kingdom, including the Financial Reporting Council'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 directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report 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.













Page 4
 

 
JNF HOLDINGS LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF
JNF HOLDINGS LIMITED (CONTINUED)

In connection with our audit of the financial statementsour 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.


Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Group strategic report and the Directors' report 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 Directors' report.


We have nothing to report in respect of the following matters in relation to which 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 Directors' responsibilities statement on page 3, 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 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.


Page 5
 

 
JNF HOLDINGS LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF
JNF HOLDINGS LIMITED (CONTINUED)

Auditor's 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 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: 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 2006Our 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.





Derek Mair (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

24 August 2018
Page 6
 

 
JNF HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2017

Period ended 31 December
2017
Note
£

  

Turnover
  
5,583,863

Cost of sales
  
(4,341,993)

Gross profit
  
1,241,870

Administrative expenses
  
(614,318)

Operating profit
  
627,552

Interest receivable and similar income
 8 
1,976

Interest payable and expenses
 9 
(46,166)

Profit before taxation
  
583,362

Tax on profit
 10 
(167,246)

Profit for the financial year
  
416,116

  

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
119,590

Owners of the parent Company
  
296,526

  
416,116

There was no other comprehensive income for 2017 (2016:£NIL).

The notes on pages 13 to 31 form part of these financial statements.

Page 7
 

 
JNF HOLDINGS LIMITED

REGISTERED NUMBER:SC543651

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2017

2017
Note
£

Fixed assets
  

Intangible assets
 12 
2,795

Tangible assets
 13 
1,532,782

Investments
 14 
337

Investment property
 15 
1,510,713

  
3,046,627

Current assets
  

Stocks
 16 
18,427,171

Debtors: amounts falling due after more than one year
 17 
267,332

Debtors: amounts falling due within one year
 17 
3,355,144

Cash at bank and in hand
 18 
1,088,335

  
23,137,982

Creditors: amounts falling due within one year
 19 
(16,986,777)

Net current assets
  
 
 
6,151,205

Total assets less current liabilities
  
9,197,832

Creditors: amounts falling due after more than one year
 20 
(3,430,843)

Provisions for liabilities
  

Deferred taxation
 24 
(130,913)

  
 
 
(130,913)

Net assets
  
5,636,076


Capital and reserves
  

Called up share capital 
 25 
1,336

Share premium account
  
3,380,838

Profit and loss account
  
186,526

Non-controlling interests
  
2,067,376

  
5,636,076








 
Page 8
 

 
JNF HOLDINGS LIMITED

REGISTERED NUMBER:SC543651

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2017

The Company has taken advantage of the exemption allowed under seciton 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
John B Smith Jnr
Director

Date: 24 August 2018

The notes on pages 13 to 31 form part of these financial statements.

Page 9
 

 
JNF HOLDINGS LIMITED

REGISTERED NUMBER:SC543651

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2017

2017
Note
£

Fixed assets
  

Investments
 14 
4,921,070

  
4,921,070

Current assets
  

Debtors: amounts falling due within one year
 17 
36,120

Cash at bank and in hand
 18 
40,042

  
76,162

Creditors: amounts falling due within one year
 19 
(625,166)

Net current (liabilities)/assets
  
 
 
(549,004)

Total assets less current liabilities
  
4,372,066

  

Creditors: amounts falling due after more than one year
 20 
(581,152)

  

Net assets
  
3,790,914


Capital and reserves
  

Called up share capital 
 25 
1,336

Share premium account
 25 
3,380,838

Profit and loss account
  
408,740

  
3,790,914


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
John B Smith Jnr
Director

Date: 24 August 2018

The notes on pages 13 to 31 form part of these financial statements.

Page 10
 

 
JNF HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2017


Called up share capital
Share premium account
Profit and loss account
Non-controlling interests
Total equity

£
£
£
£
£


Comprehensive income for the year

On acquisition
-
-
296,526
-
296,526
Total comprehensive income for the year
-
-
296,526
-
296,526

Dividends: Equity capital
-
-
(110,000)
-
(110,000)

Shares issued during the year
1,336
3,380,838
-
-
3,382,174

On acquisition
-
-
-
1,947,786
1,947,786

Profit for year attributable to minority interest
-
-
-
119,590
119,590


Total transactions with owners
1,336
3,380,838
(110,000)
2,067,376
5,339,550


At 31 December 2017
1,336
3,380,838
186,526
2,067,376
5,636,076

The notes on pages 13 to 31 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2017


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Profit for the year
-
-
408,740
408,740
Total comprehensive income for the year
-
-
408,740
408,740

Shares issued during the year
1,336
3,380,838
-
3,382,174


Total transactions with owners
1,336
3,380,838
-
3,382,174


At 31 December 2017
1,336
3,380,838
408,740
3,790,914

The notes on pages 13 to 31 form part of these financial statements.

Page 11
 

 
JNF HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2017

2017
£

Cash flows from operating activities

Profit for the financial year
416,116

Adjustments for:

Depreciation of tangible assets
87,160

Gain on disposal of tangible assets
(30,842)

Interest paid
46,166

Interest received
(1,976)

Taxation charge
167,246

(Increase) in stocks
(2,310,206)

Decrease in debtors
155,999

Increase in amounts owed to related parties
(57,826)

Increase in creditors
1,413,818

Corporation tax (paid)
(212,289)

Net cash generated from operating activities

(326,634)


Cash flows from investing activities

Purchase of tangible fixed assets
(164,628)

Sale of tangible fixed assets
103,470

Purchase of fixed asset investments
(372,679)

Interest received
1,976

HP interest paid
(9,002)

Non cash movements
2,011,905

Net cash from investing activities

1,571,042

Cash flows from financing activities

Repayment of bank borrowings
(90,232)

New HP net of repayment
81,323

Dividends paid
(110,000)

Interest paid
(37,164)

Net cash used in financing activities
(156,073)

Net increase in cash and cash equivalents
1,088,335

Cash and cash equivalents at the end of year
1,088,335


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,088,335

1,088,335


The notes on pages 13 to 31 form part of these financial statements.

Page 12
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

1.


General information

JNF Holdings Limited is a limited liability company incorporated in the United Kingdom. The registered office is Little Mains, Crichie Woods, Stuartfield, Aberdeenshire, AB42 5DY.
The principal activity of the Group is the building and sale of residential property, sale of kitchen and bathrooms and letting of commercial and residential property.  The principal activity of the Company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The Company acquired the shares in its subsidiary undertakings on 5 September 2017 and are consolidated from that date.

 
2.3

Going concern

The directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to execute its operations over the next 12 months.  The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.  As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Profit is recognised on houses when contracts are exchanged and building work is substantially complete. 

Page 13
 

 
JNF HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

2.Accounting policies (continued)

 
2.5

Interest income

Interest income is recognised in the Consolidated statement of comprehensive income using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to the Consolidated statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

All borrowing costs are recognised in the Consolidated statement of comprehensive income in the year in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan
The Group contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
Employer Financed Retirement Benefits Schemes (EFRBS)
During a previous accounting period the Group made an additional contribution to a previously established EFRBS for the benefit of its officers, employees and their wider families, The Lazarus scheme ('the Scheme').
In accordance with UITF Abstract 32 'Employee Benefit Trusts and other intermediate payment arrangements', the company does not include the assets and liabilities of the Scheme on its balance sheet to the extent that it considers that it will not retain any future economic benefit from the assets of the Scheme and will note have control of the rights or other access to those future economic benefits. The company establishes a provision in relation to the probable economic benefits in relation to PAYE and National Insurance on the contributions from the scheme.

Page 14
 

 
JNF HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model, other than investment properties, are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 15
 

 
JNF HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Land and buildings
-
25% straight line, land is not depreciated
Plant and machinery
-
20% reducing balance
Motor vehicles
-
20% reducing balance
Other fixed assets
-
25% straight line

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 Consolidated statement of comprehensive income.

 
2.12

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Consolidated statement of comprehensive income.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Associates and joint ventures

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. 

 
2.15

Stocks and work in progress

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Work in progress includes interest payable on borrowings during the development period up to the completion date of the relevant job.
At each balance sheet 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 profit or loss.
Profit is recognised on house sales on legal completion and when construction is complete. Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.

Page 16
 

 
JNF HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

2.Accounting policies (continued)

 
2.16

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Consolidated statement of comprehensive income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

Page 17
 

 
JNF HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

2.Accounting policies (continued)

 
2.20

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

  
2.22

Shared Equity

The Group offers shared equity home ownership schemes under which qualifying home buyers can defer payment of part of an agreed sales price up to a maximum of 20% until the earlier of 10 years, remortgage or resale of the property.  On the occurrence of one of these events, the company will receive a repayment based on its contributed equity percentage and the applicable market value of the property as determined by a member of the Royal Institute of Chartered Surveyors.  Early or part repayment is allowable under the scheme and amounts are secured by way of a second charge over the property.

Page 18
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements, requires management to make judgements, estimates and assumptions that affect the amoun\ts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements:
I
mpairment of debtors
The Group makes an assessment of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management consider various factors including the ageing profile of debtors and historical experience. See note 17 for the net carrying amount of the debtors and associated impairment provisions. 
Work in progress
In applying the accounting policy set out in note 2.15, management are required to assess the stage of completion of developments. This assessment is based on costs incurred as a proportion of expected total development costs. Total development costs includes an estimate of costs required to complete the development, which is based on the company's past experience and professional judgement.
Employer Financed Retirement Benefits Scheme
The Group has provided for the associated tax liabilities on the Employer Financed Retirement Benefits Scheme based on the estimated tax payable.


4.


Turnover

An analysis of turnover by class of business is as follows:


2017
£


Sales
5,356,218

Rent receivable
120,978

Fees receivable
106,667

5,583,863


All turnover arose within the United Kingdom.


5.


Auditor's remuneration

2017
£


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
28,500



Page 19
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

6.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
2017
£


Wages and salaries
2,272,900

Social security costs
286,838

Cost of defined contribution scheme
6,772

2,566,510


The Group and Company have no employees other than the directors, who did not receive any remuneration.


7.


Directors' remuneration



The directors of this company were paid by other group companies during the year.


8.


Interest receivable

2017
£


Other interest receivable
1,976

1,976


9.


Interest payable and similar expenses

2017
£


Bank interest payable
11,027

Other loan interest payable
26,137

Finance leases and hire purchase contracts
9,002

46,166

Page 20
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

10.


Taxation


2017
£

Corporation tax


Current tax on profits for the year
32,775

Adjustments in respect of previous periods
110,557


143,332


Total current tax
143,332

Deferred tax


Origination and reversal of timing differences
23,914

Total deferred tax
23,914


Taxation on profit on ordinary activities
167,246

Factors affecting tax charge for the year

The tax assessed for the year is higher than the standard rate of corporation tax in the UK of 19.25%. The differences are explained below:

2017
£


Profit on ordinary activities before tax
583,362


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19.25%
112,297

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,273

Fixed asset differences
(47,316)

Other differences leading to an increase (decrease) in the tax charge
98,992

Total tax charge for the year
167,246

Page 21
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
 
10.Taxation (continued)


Factors that may affect future tax charges

On 15 September 2016, the Finance Bill was updated to further reduce the main rate of UK corporation tax to 19% with effect from 1 April 2017.


11.


Dividends

2017
£


Dividends - Ordinary C
110,000

110,000


12.


Intangible assets

Group




Fishing Quotas

£



Cost


On acquisition of subsidiaries
4,193



At 31 December 2017

4,193



Amortisation


On acquisition of subsidiaries
1,398



At 31 December 2017

1,398



Net book value



At 31 December 2017
2,795












Page 22
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

13.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Other fixed assets
Total

£
£
£
£
£
£



Cost or valuation


Additions
5,550
148,200
9,650
-
1,228
164,628


On acquisition of subsidiaries
425,796
1,993,821
331,943
78,527
109,257
2,939,344


Disposals
-
(228,182)
(43,237)
(880)
(73)
(272,372)



At 31 December 2017

431,346
1,913,839
298,356
77,647
110,412
2,831,600



Depreciation


Charge for the year on owned assets
8,419
58,809
7,580
3,513
8,839
87,160


Disposals
-
(175,297)
(23,967)
(404)
(76)
(199,744)


On acquisition of subsidiaries
132,621
989,099
160,804
54,898
73,980
1,411,402



At 31 December 2017

141,040
872,611
144,417
58,007
82,743
1,298,818



Net book value



At 31 December 2017
290,306
1,041,228
153,939
19,640
27,669
1,532,782

Page 23
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

14.


Fixed asset investments

Group






Investments in associates
Trade investments
Total

£
£
£



Cost or valuation


Additions
336
1
337



At 31 December 2017

336
1
337






Net book value



At 31 December 2017
336
1
337

Trade investments consist of £1 in Ringlink (Scotland) Limited. The investments is carried at the nominal
value of the shares.

Subsidiary undertakings

The following were subsidiary undertakings of the Company:

Name
Class of shares
Holding
Principal place of business



JNF Developments Limited
Ordinary
 50%
Aden Business Park, Newlands Road, Mintlaw, Aberdeenshire

Alert Investments Limited
Ordinary
 50%
 
Aden Business Park, Newlands Road, Mintlaw, Aberdeenshire

Claymore Homes Limited
Ordinary
 72.5%
 
Aden Business Park, Newlands Road, Mintlaw, Aberdeenshire

Modenza Interiors Limited
Oridnary
 72.5%
 
93 Mid Street, Fraserburgh

 





Page 24
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

           14.Fixed asset investments (continued)

Company





Investments in subsidiary companies
Investments in associates
Total

£
£
£



Cost or valuation


Additions
4,920,734
336
4,921,070



At 31 December 2017

4,920,734
336
4,921,070






Net book value



At 31 December 2017
4,920,734
336
4,921,070



15.


Investment property

Group


Freehold investment property

£



Valuation


On acquisition of subsidiaries
1,510,713



At 31 December 2017
1,510,713


















Page 25
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

16.


Stocks

Group
Company
2017
2017
£
£

Raw materials and consumables
439,770
-

Work in progress (goods to be sold)
1,365,278
-

Finished goods and goods for resale
2,100,000
-

Long term contract balances
14,522,123
-

18,427,171
-



17.


Debtors

Group
Company
2017
2017
£
£

Due after more than one year

Other debtors
267,332
-

267,332
-


Group
Company
2017
2017
£
£

Due within one year

Trade debtors
181,859
-

Amounts owed by group undertakings
-
36,000

Amounts owed by other related parties
1,640,000
-

Other debtors
1,299,757
120

Prepayments and accrued income
233,528
-

3,355,144
36,120


Directors loan details are included in note 29.

Page 26
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

18.


Cash and cash equivalents

Group
Company
2017
2017
£
£

Cash at bank and in hand
1,088,335
40,042

1,088,335
40,042



19.


Creditors: Amounts falling due within one year

Group
Company
2017
2017
£
£

Bank loans (note 21)
4,766,402
-

Trade creditors
1,372,143
2,644

Corporation tax
153,026
29,837

Other taxation and social security
171,281
5,000

Obligations under finance lease and hire purchase contracts
272,588
-

Other creditors
5,928,453
585,185

Accruals and deferred income
4,322,884
2,500

16,986,777
625,166



20.


Creditors: Amounts falling due after more than one year

Group
Company
2017
2017
£
£

Bank loans (note 21)
1,416,757
-

Net obligations under finance leases and hire purchase contracts
396,272
-

Other creditors
1,617,814
581,152

3,430,843
581,152




Page 27
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

21.


Loans




Group
Company
2017
2017
£
£

Amounts falling due within one year

Bank loans
4,766,402
-



Amounts falling due after more than 5 years

Bank loans
1,416,757
-

6,183,159
-


Bank loans consist of development facilities, which attract interest at a rate of 4% over the Bank of England base rate. The facilities are short term with the exception of one facility which was renegotiated post year end.  The facility renegotiated post year end is repayable in 1 instalment in April 2023 and interest is charged at base rate plus 2.6%.
Other loans are repayable on demand.
These facilities are secured by first ranking standard security held over development sites, land and buildings and by a bond and floating charge. The directors have also provided personal guarantees in favour of the company's bankers. These guarantees are limited to £1,100,000. Other loans are the subject of a letter of postponement as part of the security over development facilities.


22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
2017
£

Within one year
272,588

Between 1-5 years
175,891

Over 5 years
220,381

668,860

Page 28
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

23.


Financial instruments

Group
Company
2017
2017
£
£

Financial assets

Financial assets measured at fair value through profit or loss
1,088,335
40,042

Financial assets that are debt instruments measured at amortised cost
3,153,913
36,120

-
-

4,242,248
76,162


Financial liabilities

Financial liabilities measured at amortised cost
(15,490,215)
(928,796)


Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


Financial assets that are debt instruments measured at amortised cost comprise trade debtors and other debtors.


Financial liabilities measured at amortised cost comprise trade creditors, other creditors and accruals. 


24.


Deferred taxation


Group



2017


£






Charged to profit or loss
(23,914)


Arising on business combinations
(106,999)



At end of year
(130,913)







The deferred taxation balance is made up as follows:

Group
2017
£

Accelerated capital allowances
(130,913)

(130,913)

Page 29
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

25.


Share capital

2017
£
Allotted, called up and fully paid


1,336 Ordinary shares of £1 each
1,336

The Group was incorporated on 24 August 2016 and on that date, 120 Ordinary shares of £1 each were issued at par.
On 5 September 2017, 880 Ordinary shares of £1 each were issued in a share for share swap for shares in the subsidiary companies.  This resulted in a premium of £3,380,838 being recognised.
On 21 December 2017, 336 Ordinary shares of £1 each were issued in a share for share swap for shares in an associated company.


26.


Business combinations

During the period, JNF Holdings acquired 72.5% of the share capital in Claymore Homes Limited and 50% of the share capital of JNF Developments Limited in a share for share swap.  The purchase consideration consisted of a cash payment, deferred consideration and a share for share swap.
There was no difference between the book value of assets acquired and the fair value to the Group.
 


27.


Capital commitments




At 31 December 2017 the Group and Company had capital commitments as follows:


Group
2017
£

Contracted for but not provided in these financial statements
20,467

20,467


28.


Pension commitments

The Group contributes to a defined contribution pension scheme for its directors and staff. The assets of the scheme are held separately from those of the company in independently administered funds. The pension cost charge represents contributions payable by the company to the fund and amounted to £6,772. Contributions totalling £600 were payable to the fund at the balance sheet date and are included in creditors.

Page 30
 

 
JNF HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017

29.


Related party transactions

Transactions
The Company has taken advantage of the exemption within FRS 102 section 1AC.35 (Related Party Disclosures) which allows exemption from the disclosure of related party transactions with other group companies.
During the year the Group entered into the following related party transactions:
ole358f.png




Director loan81,826
Director loan(2,329,839)
Family of director loan(1,105,000)
Family of director loan(500,000)
Company under common control loan905,000
Company under common control loan735,000
Trusts controlled by directors loan(1,036,662)
Page 31