Ardula Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 02845374 (England and Wales)

Financial Statements

for the Period 1 October 2016 to 29 September 2017

for

Ardula Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

R K Hemmings

P Brasier

REGISTERED OFFICE:

Barn Oast, Woodfalls

Gravelly Ways

Laddingford

Maidstone

Kent

ME18 6DA

REGISTERED NUMBER:

02845374 (England and Wales)

AUDITORS:

McCabe Ford Williams

Statutory Auditors &

Chartered Accountants

Invicta Business Centre

Monument Way

Orbital Park

Ashford

Kent

TN24 0HB

FIXED ASSETS

Tangible assets

4

1,305,524

1,579,025

Investments

5

907,538

907,538

2,213,062

2,486,563

CURRENT ASSETS

Stocks

3,750

3,750

Debtors

6

2,401,460

1,546,978

Cash at bank and in hand

14

126,178

2,405,224

1,676,906

CREDITORS

Amounts falling due within one year

7

2,180,173

1,490,337

NET CURRENT ASSETS

225,051

186,569

TOTAL ASSETS LESS CURRENT LIABILITIES

2,438,113

2,673,132

CREDITORS

Amounts falling due after more than one year

8

(121,804

)

(381,278

)

PROVISIONS FOR LIABILITIES

11

(106,388

)

(126,776

)

NET ASSETS

2,209,921

2,165,078

CAPITAL AND RESERVES

Called up share capital

10,004

9,500

Share premium

6,597

-

Capital redemption reserve

2

2

Share option reserve

207,013

173,198

Retained earnings

1,986,305

1,982,378

2,209,921

2,165,078

The financial statements have been prepared and delivered in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors on 21 September 2018 and were signed on its behalf by:

R K Hemmings - Director

P Brasier - Director

1.	STATUTORY INFORMATION

Ardula Limited is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

The company is a wholly owned subsidiary of Ardula Group Ltd following the sale of its shares on 17 February

2017.

The bank facilities of the group have recently been renewed and management expect that these will continue to

be provided for the foreseeable future.

In addition the previous owners have given their financial support by deferring payment due to them for a further

12 months.

The management have prepared forecasts for the group which shows the impact of a reduction in costs, based on

management's review of the underlying costs of the group and a reduction in vehicle finance based on the group's

requirements to provide its services going forward. The forecasts indicate that the group will continue to operate

within its available finance facilities.

On the basis of the forecasts and the support of the bank and the previous owners, management consider that the

group will be in a position to meet its financial obligations as they fall due and, consequently, that it is

appropriate to prepare the financial statements on a going concern basis.

Related party exemption

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.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions

that affect the amounts reported. These estimates and judgements are continually reviewed and are based on

experience and other factors, including expectations of future events that are believed to be reasonable under the

circumstances.

Change in accounting estimates

The directors have re-assessed the economic useful life of plant and machinery and motor vehicles and consider

that a rate of 15% on a reducing balance basis is now appropriate, compared to 18% on a reducing balance in the

previous year.

This change in accounting estimate has resulted in a reduction in the depreciation charge for the year of £45,164.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefit will flow to the company and

the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or

receivable, excluding discounts, VAT and other sales taxes.

Turnover for haulage and tipping services is recongised on acceptance of the load from the counterparty.

Accrual is made for turnover relating to customers on self-billing terms of settlement.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

15% on a reducing balance basis

Motor vehicles

-

15% on a reducing balance basis

Computer equipment

-

25% on a reducing balance basis

Tangible fixed assets under the cost model 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.

The asset 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.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Stocks

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

moving items.

Financial instruments

The company only enters into basic financial instruments 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.

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 statement of income and retained earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an

assets carrying amount and the present value of estimated cash flows discounted at the assets 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 assets carrying amount and best estimate of the recoverable amount, which is an approximation of the amount

that the company 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.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet 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 period 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.

Hire purchase and leasing commitments

Assets held under hire purchase contracts are capitalised in the balance sheet and are depreciated over their

useful lives. The interest element of these obligations are charged to the statement of income and retained

earnings over the relevant period and represent a constant proportion of the capital payments outstanding.

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.

The company pays fixed contributions to a separate entity. Once the contributions have been paid the company

has no further obligations. The assets of the plan are held separately from the company in independently

administered funds.

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.

Creditors

Short term creditors are measured at 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.

Invoice financing

The company entered into an invoice financing arrangement in the year. Finance is raised against certain sales

invoices of the company for which charges are made. The amounts advanced are secured against the trade

debtors until paid and the advance outstanding at the year end is included under creditors due within one year.

The finance costs being charged to the statement of income and retained earnings as incurred.

Share based payments

Certain employees of the company participate in the Ardula Limited Enterprise Management Initiative Share

Option Scheme, dated 6 January 2015. Share options are measured at fair value, recognised as share based

payments and expensed within the profit and loss account, with a corresponding increase in equity.

The options are exercisable at the date of the exit, such as a share sale or listing. The fair value of equity settled

payments has been determined by reference to factors including the share price at the date of the management

buy-out, which completed in February 2017.

The fair value is recognised over the period during which the employees become unconditionally entitled to the

awards, subject to adjustment for the number of awards that will be forfeited, either due to employees leaving the

company prior to vesting or due to non-market based performance conditions not being met. The total amount

recognised in the profit and loss account as an expense is adjusted to reflect the number of awards that vest.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 28 (2016 - 26 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

Motor

Computer

machinery

vehicles

equipment

Totals

£

£

£

£

COST

At 1 October 2016

56,397

2,231,185

127,740

2,415,322

Additions

4,980

-

664

5,644

Disposals

-

(116,995

)

-

(116,995

)

At 29 September 2017

61,377

2,114,190

128,404

2,303,971

DEPRECIATION

At 1 October 2016

38,248

702,872

95,177

836,297

Charge for period

3,345

225,992

8,183

237,520

Eliminated on disposal

-

(75,370

)

-

(75,370

)

At 29 September 2017

41,593

853,494

103,360

998,447

NET BOOK VALUE

At 29 September 2017

19,784

1,260,696

25,044

1,305,524

At 30 September 2016

18,149

1,528,313

32,563

1,579,025

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 October 2016

and 29 September 2017

907,538

NET BOOK VALUE

At 29 September 2017

907,538

At 30 September 2016

907,538

The following are wholly owned subsidiary undertakings::

PTC (South East) Limited and Mantransco Limited. Both of these companies are incorporated in the UK and are

involved in the bulk tipper haulage of aggregates and haulage of building materials respectively.

The aggregate of capital and reserves at 30 September 2017 and the results for the year being as follows:

PTC (South East) Limited - £754,976, profit £47,862.

Mantransco Limited - £509,808, loss £60,303.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Trade debtors

1,071,083

1,002,844

Amounts owed by group undertakings

1,212,618

408,793

Other debtors

117,759

135,341

2,401,460

1,546,978

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Bank loans and overdrafts

46,719

-

Hire purchase contracts

269,815

343,798

Trade creditors

720,749

612,252

Amounts owed to group undertakings

242,898

382,535

Taxation and social security

203,179

90,227

Other creditors

696,813

61,525

2,180,173

1,490,337

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2017

2016

£

£

Hire purchase contracts

121,804

381,278

9.	SECURED DEBTS

The following secured debts are included within creditors:

2017

2016

£

£

Hire purchase contracts

391,619

725,076

Invoice finance

667,487

-

1,059,106

725,076

The invoice finance arrangement is secured by a fixed and floating charge created on 20 February 2017.

The company is part of a multilateral guarantee dated 11 April 2017 given by Ardula Group Ltd, PTC (South

East) Ltd and Mantransco Ltd, being all the companies within the group, to secure all liabilities of each other.

A contract monies charge was registered on 8 September 2017.

Assets held under hire purchase contracts are secured against the particular assets concerned.

There are cross guarantees for hire purchase by the group.

10.	FINANCIAL INSTRUMENTS

Financial assets measured at fair value through profit or loss comprise of cash and bank balances of

£14. (2016 £126,178).

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

£2,401,460. (2016 £1,546,978).

Financial liabilities measured at amortised cost are trade creditors and other creditors of £1,910,358 (2016

£1,146,539).

11.	PROVISIONS FOR LIABILITIES

2017

2016

£

£

Deferred tax

106,388

126,776

Deferred

tax

£

Balance at 1 October 2016

126,776

Losses for tax purposes

(20,388

)

Balance at 29 September 2017

106,388

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

We draw attention to note 2 in the financial statements regarding going concern. The bank facilities have recently

been renewed and the previous owners have given their financial support.

Management consider that on the basis of the forecasts they have prepared and the support of the bank and the

previous owner, the company will be in a position to meet its financial obligations as they fall due.

This matter along with the other factors set out in note 2, indicate that a material uncertainty exists and this may

cast doubt on the company's ability to continue as a going concern. Our opinion is not modified in this matter.

B W Wright FCA (Senior Statutory Auditor)

for and on behalf of McCabe Ford Williams

13.	OTHER FINANCIAL COMMITMENTS

The company operates a defined contribution pension scheme for the benefit of the employees. The assets of the

scheme are held separately from those of the company in an independently administered fund. The pension cost

charge represents contributions payable by the company to the fund and amounted to £29,482 (2016 £47,678).

There were no contributions outstanding at the balance sheet date.

14.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is R K Hemmings.

15.	SHARE-BASED PAYMENT TRANSACTIONS

The Ardula Limited Enterprise Management Incentive Share Option Scheme was established on 6 January 2015,

whereby it may grant share options to directors and full-time employees of the company who have contributed

significantly to the success and development of Ardula Limited, to subscribe for shares in the company.

In February 2017, the company completed a management buy-out, which is considered to be an exit event under

the terms of the share option scheme. All outstanding options were exercised just prior to this event. The fair

value determined by reference to the share price in February 2017.

An expense of £33,815 has been included in administrative expenses (2016 £100,345) with a corresponding

increase to the share option reserve.The total reserve of £207,013 equating to the payout under the scheme.