United Holdings Uk Ltd. - Limited company accounts 18.2

REGISTERED NUMBER: SC277568 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2017

for

United Holdings Uk Ltd.

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

N Ramzan

M Ramzan

REGISTERED OFFICE:

246 Flemington Street

Glasgow

Scotland

G21 4BY

REGISTERED NUMBER:

SC277568 (Scotland)

AUDITORS:

Khokhar McAdam Ltd CA

1 Eagle Street

Craighall Business Park

Glasgow

G4 9XA

The directors present their strategic report of the company and the group for the year ended 31 December 2017.

REVIEW OF BUSINESS

The principal activity of the group during the year was the operation of cash and carry depots and delivery/distribution depot

selling grocery, confectionery, cigarettes, alcohol and other related products carried out by its subsidiary United Wholesale

Grocers Ltd The group also carried out property investment and development business through its subsidiary United Real Estate

Ltd.

We operate in a very competitive market. Our customers continue to experience tough market conditions, this in turn strained

the businesses in wholesale food and drink sector which is also experiencing challenging trading conditions showing no

indication of relieve of pressure on revenues. However, we continue to drive business forward through cost control and new

digital tools. We constantly monitor our selling prices against competitors and during the year our price index remained

competitive.

Turnover decrease by 0.36% to £123.9 million. We were pleased to report growth in non-tobacco sales by £9.7 million whilst

cigarettes like-for-like sales declined by £10.9 million.Gross profit increased by 3.47% to £5.96 million.

The operating profit was up by 41.87% from £852,372 in 2016 to £1,209,270 in 2017, The company's balance sheet

strengthened further by retaining net profit after dividends.

PRINCIPAL RISKS AND UNCERTAINTIES

The most significant risks to the achievement of the group's business goal are as follows:

The Group operates in an environment governed by strict regulations to ensure the safety and protection of customers,

employees, shareholders and other stakeholders. These regulations include food hygiene, health and safety, employment law,

data protection and the rules of money laundering and taxation law. In all cases, the Board takes its responsibilities very

seriously, and recognises that any breach of regulation could cause reputational and financial damage to the Group.

The industry is extremely competitive with the market being served by numerous competitors, ranging from national multiple

retailers to regional independent wholesalers. the group competes by closely monitoring the activities of competitors and

ensuring it continues to improve price and service to its customers.

Availability of suppliers credit is essential for the Group's financial performance, Any reduction in the availability of supplier

credit could adversely impact the group.The group closely manage credit terms to ensure that they are met.

The group maintains tight credit control procedures to minimise its exposure to doubtful debts .

The Group is exposed to the risk that the IT systems upon which it relies fail. The Group has appropriate controls in place to

mitigate the risk of system failure, including systems back up procedures and has appropriate virus protection and network

security control.

KEY PERFORMANCE INDICATORS

Key financial performance indicators used by management for continuing operations are set as follows:

2017

2016

000s

000s

Turnover

£123,931

£124,374

Gross profit

£5,956

£5,577

Gross profit %

4.81%

4.63%

ENVIIRONMENTAL REPORT

The group has where possible continued to implement technologies to reduce its carbon imprint. The packaging material was

disposed of through waste management companies. The group complied with waste management disposal regulations.

ON BEHALF OF THE BOARD:

N Ramzan - Director

27 September 2018

The directors present their report with the financial statements of the company and the group for the year ended

31 December 2017.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of wholesale distributor.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2017 will be £ 248,000 .

The total distribution of interim dividends was £248,000 (2016 - 263,550) during the year. No final dividend is proposed.

Dividends are paid at a varying rates independently for each class of shares.

RESEARCH AND DEVELOPMENT

The group continued its own software development to improve operational efficiency and logistics and is exploring other sales

avenue such as sales on internet and abroad.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2017 to the date of this report.

N Ramzan

M Ramzan

FINANCIAL INSTRUMENTS

The group's principal instruments comprise hire purchase agreements, finance leases and bank facilities. The main purpose of

these financial instruments is to raise finance for the company's operation and for trading purposes. The group has various other

financial instruments such as trade debtors and trade creditors that arise directly from its operations. The group is exposed to

credit risks in respect of these instruments and monitors them closely and considers that its current policies of credit checks

meets its objectives of managing exposure to credit risk. It is, and has been throughout the year under review, the company's

policy that no trading in financial instruments shall be undertaken.

POLITICAL DONATIONS AND EXPENDITURE

During the year company made charitable donations of £7,417 (2016 - £5,728).

EMPLOYEES INVOLVEMENT

It is the company policy to involve employees in the business and to ensure that matters of concern to them, including company's

aims and objectives and its financial performance, are communicated in an open and regular way and, when appropriate,

employees' view are taken into account.

The promotion of equal opportunities for all employees, including disabled persons, is regarded as an important priority.

Applications for employment and promotion of disabled persons are treated on the basis as those from other applicants having

regard to aptitude, ability, requirements of the job.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements

in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have

elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards and applicable law), 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and

the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group

and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for

safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of

fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006)

of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in

order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that

information.

AUDITORS

The auditors, Khokhar McAdam Ltd CA, will be proposed for re-appointment in accordance with section 489 of the Companies

Act.

ON BEHALF OF THE BOARD:

N Ramzan - Director

27 September 2018

Opinion

We have audited the financial statements of United Holdings Uk Ltd. (the 'parent company') and its subsidiaries (the 'group') for

the year ended 31 December 2017 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive

Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company

Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company 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 Auditors' responsibilities for the audit of the financial

statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant

to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical

responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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 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 in the Group Strategic

Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and 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, 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course

of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in

our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the

preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as

the directors determine necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no

realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these financial statements.

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.

Khurshid Khokhar (Senior Statutory Auditor)

for and on behalf of Khokhar McAdam Ltd CA

1 Eagle Street

Craighall Business Park

Glasgow

G4 9XA

27 September 2018

TURNOVER

3

123,931,231

124,374,504

Cost of sales

117,974,878

118,617,681

GROSS PROFIT

5,956,353

5,756,823

Distribution costs

238,951

155,427

Administrative expenses

5,131,947

5,251,326

5,370,898

5,406,753

585,455

350,070

Other operating income

4

343,522

381,492

OPERATING PROFIT

7

928,977

731,562

Income from fixed asset investments

158,972

48,333

Interest receivable and similar income

155,736

127,134

314,708

175,467

1,243,685

907,029

Interest payable and similar expenses

8

34,415

54,657

PROFIT BEFORE TAXATION

1,209,270

852,372

Tax on profit

9

103,692

139,122

PROFIT FOR THE FINANCIAL YEAR

1,105,578

713,250

Profit attributable to:

Owners of the parent

1,105,578

713,250

PROFIT FOR THE YEAR

1,105,578

713,250

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,105,578

713,250

Total comprehensive income attributable to:

Owners of the parent

1,105,578

713,250

FIXED ASSETS

Intangible assets

12

63,952

95,916

Tangible assets

13

5,031,909

5,173,705

Investments

14

1,955

1,955

Investment property

15

3,818,881

3,858,881

8,916,697

9,130,457

CURRENT ASSETS

Stocks

16

9,275,785

10,377,787

Debtors

17

8,618,371

8,052,757

Cash at bank and in hand

969,487

536,541

18,863,643

18,967,085

CREDITORS

Amounts falling due within one year

18

15,928,082

17,448,421

NET CURRENT ASSETS

2,935,561

1,518,664

TOTAL ASSETS LESS CURRENT LIABILITIES

11,852,258

10,649,121

CREDITORS

Amounts falling due after more than one year

19

(535,757

)

(47,052

)

PROVISIONS FOR LIABILITIES

23

(737,283

)

(880,429

)

NET ASSETS

10,579,218

9,721,640

CAPITAL AND RESERVES

Called up share capital

24

5,500

5,500

Capital redemption reserve

25

4,500

4,500

Retained earnings

25

10,569,218

9,711,640

SHAREHOLDERS' FUNDS

10,579,218

9,721,640

The financial statements were approved by the Board of Directors on 27 September 2018 and were signed on its behalf by:

N Ramzan - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

414,591

414,591

Investment property

15

-

-

414,591

414,591

CURRENT ASSETS

Debtors

17

599,574

611,793

Cash at bank

2,423

2,511

601,997

614,304

CREDITORS

Amounts falling due within one year

18

4,074

-

NET CURRENT ASSETS

597,923

614,304

TOTAL ASSETS LESS CURRENT LIABILITIES

1,012,514

1,028,895

CREDITORS

Amounts falling due after more than one year

19

790,051

790,038

NET ASSETS

222,463

238,857

CAPITAL AND RESERVES

Called up share capital

24

5,500

5,500

Retained earnings

216,963

233,357

SHAREHOLDERS' FUNDS

222,463

238,857

Company's profit for the financial year

231,606

368,657

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

The financial statements were approved by the Board of Directors on 27 September 2018 and were signed on its behalf by:

N Ramzan - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2016

5,500

9,261,940

4,500

9,271,940

Changes in equity

Dividends

-

(263,550

)

-

(263,550

)

Total comprehensive income

-

713,250

-

713,250

Balance at 31 December 2016

5,500

9,711,640

4,500

9,721,640

Changes in equity

Dividends

-

(248,000

)

-

(248,000

)

Total comprehensive income

-

1,105,578

-

1,105,578

Balance at 31 December 2017

5,500

10,569,218

4,500

10,579,218

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2016

5,500

128,250

133,750

Changes in equity

Dividends

-

(263,550

)

(263,550

)

Total comprehensive income

-

368,657

368,657

Balance at 31 December 2016

5,500

233,357

238,857

Changes in equity

Dividends

-

(248,000

)

(248,000

)

Total comprehensive income

-

231,606

231,606

Balance at 31 December 2017

5,500

216,963

222,463

Cash flows from operating activities

Cash generated from operations

1

1,054,698

1,724,673

Interest paid

(30,390

)

(49,706

)

Interest element of hire purchase payments paid

(4,025

)

(4,951

)

Tax paid

(179,648

)

-

Net cash from operating activities

840,635

1,670,016

Cash flows from investing activities

Purchase of tangible fixed assets

(63,771

)

(111,174

)

Purchase of investment property

-

(22,775

)

Sale of tangible fixed assets

8,000

8,816

Sale of investment property

-

477,005

Interest received

155,736

127,134

Dividends received

158,972

48,333

Net cash from investing activities

258,937

527,339

Cash flows from financing activities

New HP

-

47,292

Loan repayments in year

(176,528

)

(223,379

)

Capital repayments on HP contracts

(39,898

)

(55,721

)

Equity dividends paid

(248,000

)

(263,550

)

Net cash from financing activities

(464,426

)

(495,358

)

Increase in cash and cash equivalents

635,146

1,701,997

Cash and cash equivalents at beginning of year

2

334,341

(1,367,656

)

Cash and cash equivalents at end of year

2

969,487

334,341

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31/12/17

31/12/16

£

£

Profit before taxation

1,209,270

852,372

Depreciation charges

229,531

298,448

Profit on disposal of fixed assets

-

(142,428

)

Loss on revaluation of fixed assets

40,000

-

Finance costs

34,415

54,657

Finance income

(314,708

)

(175,467

)

1,198,508

887,582

Decrease in stocks

1,102,002

1,134,604

(Increase)/decrease in trade and other debtors

(565,614

)

1,838,511

Decrease in trade and other creditors

(680,198

)

(2,136,024

)

Cash generated from operations

1,054,698

1,724,673

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these

Balance Sheet amounts:

Year ended 31 December 2017

31/12/17

1/1/17

£

£

Cash and cash equivalents

969,487

536,541

Bank overdrafts

-

(202,200

)

969,487

334,341

Year ended 31 December 2016

31/12/16

1/1/16

£

£

Cash and cash equivalents

536,541

646,846

Bank overdrafts

(202,200

)

(2,014,502

)

334,341

(1,367,656

)

1.	STATUTORY INFORMATION

United Holdings Uk Ltd. is a private company, limited by shares , registered in Scotland. The company's registered

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements have been prepared under the historical cost convention, with the exception of investment

property held at fair value, and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard

applicable in the United Kingdom and the Republic of Ireland and the companies Act 2006.

A separate profit and loss account for the parent company has not been prepared as permitted by section 408 of the

companies Act 2006.the year ended 31 December 2017.

United Holdings UK Ltd is a company incorporated in Scotland under the Companies Act. The Address of the

registered office is given on the information page and the nature of the company's operations and principal activities are

stated in the Directors' Report

Going concern

The Group complied with all its covenants during the year. The Group's' forecasts and projections, taking account of

possible changes in trading performance and considering the risks identified, show that the company should be able to

operate within the level of its bank facility.

After making enquiries, the Directors have a reasonable expectation that the company has adequate resources to

continue in operational existence for at least twelve months from the date of this report. Accordingly, they continue to

adopt the going concern basis in preparing the Group and Company financial statements.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and all its undertakings ("the

group") as if they formed a single entity and are adjusted to conform to the group accountancy policies. Intercompany

transactions and balances between the group companies are eliminated in full.

On acquisition, the assets and liabilities of a subsidiary are measured at their values at the date of acquisition. Any

excess of the cost of acquisition over the fair values of the identifiable net assets is recognised as goodwill. The results

of companies acquired or disposed of are included in the profit and loss account after or up to the date that control

passes respectively.

Significant judgements and estimates

The preparation of accounts in accordance with generally accepted accounting principles requires the Directors to make

judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and

liabilities, income and expenses.

In preparing these financial statements, the directors have made the following judgements:

Tangible fixed assets, other than investment properties, are depreciated over their useful lives taking into account

residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary

depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life

cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future

market conditions, the remaining life of the asset and projected disposal values.

Investment properties are valued each year. The directors consider market conditions and the value of similar property

in deciding a fair value.

Bad debts are provided for where objective evidence of the need for a provision exists.

Stocks are assessed for evidence of obsolescence and a provision is made against any inventory unlikely to be sold.

Turnover

Turnover comprises revenue recognised when goods are received by the customers and risks and rewards of ownership

have passed to them. Revenue represents amounts receivable for goods and services net of Value Added Tax and trade

discounts.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2005, is being amortised evenly over its estimated useful life of ten years.

Goodwill represents the excess of the fair value of the purchase consideration over the group's share value of the fair

value of the identifiable assets and liabilities of an acquired subsidiary at the date of acquisition.

Goodwill is carried at cost less accumulated amortisation and accumulated impairment losses. Goodwill amortisation is

calculated by applying the straight-line method to its estimated useful life.

The estimated useful life of goodwill is 10 years.

Estimates of the useful economic life of goodwill are based on a variety of factors such as the expected use of the

acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal,

regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in

respect of similar businesses

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any

accumulated amortisation and any accumulated impairment losses.