Earlsway Solutions Limited - Period Ending 2020-01-31
Earlsway Solutions Limited - Period Ending 2020-01-31
Registration number:
Earlsway Solutions Limited
for the
Year Ended 31 January 2020
Earlsway Solutions Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Income Statement |
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Statement of Financial Position |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Earlsway Solutions Limited
Company Information
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Directors |
Mr M L Baum Mrs M Caffry |
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Company secretary |
Mrs M Caffry |
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Registered office |
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Solicitors |
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Auditor |
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Earlsway Solutions Limited
Strategic Report for the Year Ended 31 January 2020
The directors present their strategic report for the year ended 31 January 2020.
Principal activity
The principal activity of the company is holding group investments.
Fair review of the business
During the year the company received and paid dividends from and to group companies. The company owns the entire share capital of Earlsway Holdings Limited and is wholly owned, itself, by Earlsway Group Limited.
Future developments
The directors do not anticipate any changes to the business in the foreseeable future.
Approved by the
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Earlsway Solutions Limited
Directors' Report for the Year Ended 31 January 2020
The directors present their report and the financial statements for the year ended 31 January 2020.
Directors of the company
The directors who held office during the year were as follows:
Future developments
See the Strategic Report for details of future developments.
Going concern
The financial statements have been prepared on a going concern basis.
The company is a not a trading company and has no direct working capital needs. It holds investments in subsidiary undertakings and all debtors and creditors are inter-group balances. It reports net current liabilities at 31 January 2020 however these relate to intercompany balances and the counterparty creditor has confirmed that it will not seek repayment of the balance until the company is in a position to repay. The going concern basis is dependent on the group’s forecasts. The group meets its day to day working capital requirements through cash generated from operations and the use of an invoice discounting facility.
The group’s forecasts and projections for the next twelve months show that the group should be able to continue in operational existence for that period, taking into account reasonable possible changes in trading performance and the potential impact on the business of possible future scenarios arising from the impact of COVID-19. So far the group’s key market sectors, food and healthcare packaging, have largely been unimpacted from the reductions in activity seen in other areas of the economy. However in the directors’ assessment they have considered the effectiveness of available measures to assist in mitigating any impact of a fall in demand for the group’s products should the situation arise.
Although the forecasts prepared taking account of the matters above support the ability of the group to remain a going concern and to be able to trade and meets its debts as they fall due, the full impact of COVID-19 and the underlying trading assumptions used in forecasting are extremely judgemental and difficult to predict and could be subject to significant variation.
However, based on the factors set out above the directors believe that there is no material uncertainty regarding going concern and that the group and company have adequate financial resources to continue in operational existence for at least twelve months from the date of signing the financial statements Therefore the directors believe it remains appropriate to prepare the financial statements on a going concern basis.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Earlsway Solutions Limited
Directors' Report for the Year Ended 31 January 2020 (continued)
Reappointment of auditor
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of MHA Tait Walker as auditor of the company is to be proposed at the forthcoming Annual General Meeting.
Approved by the
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Earlsway Solutions Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Earlsway Solutions Limited
Independent Auditor's Report to the Members of Earlsway Solutions Limited
Opinion
We have audited the financial statements of Earlsway Solutions Limited (the 'company') for the year ended 31 January 2020, which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 January 2020 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information 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.
Earlsway Solutions Limited
Independent Auditor's Report to the Members of Earlsway Solutions Limited (continued)
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors’ remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities (set out on page 5), 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Earlsway Solutions Limited
Independent Auditor's Report to the Members of Earlsway Solutions Limited (continued)
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.
Earlsway Solutions Limited
Independent Auditor's Report to the Members of Earlsway Solutions Limited (continued)
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 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.
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For and on behalf of
Chartered Accountants
Statutory Auditor
1 Massey Road
Thornaby
TS17 6DY
MHA Tait Walker is a trading name of Tait Walker LLP.
Earlsway Solutions Limited
Income Statement for the Year Ended 31 January 2020
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Note |
2020 |
2019 |
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Turnover |
- |
- |
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Operating profit/(loss) |
- |
- |
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Income from shares in group undertakings |
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Profit before tax |
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Profit for the financial year |
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The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Earlsway Solutions Limited
(Registration number: 08150180)
Statement of Financial Position as at 31 January 2020
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Note |
2020 |
2019 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Profit and loss account |
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Total equity |
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Approved and authorised by the
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Earlsway Solutions Limited
Statement of Changes in Equity for the Year Ended 31 January 2020
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Share capital |
Profit and loss account |
Total |
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At 1 February 2018 |
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Profit for the year |
- |
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Total comprehensive income |
- |
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Dividends |
- |
( |
( |
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At 31 January 2019 |
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Share capital |
Profit and loss account |
Total |
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At 1 February 2019 |
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Profit for the year |
- |
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Total comprehensive income |
- |
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Dividends |
- |
( |
( |
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At 31 January 2020 |
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Earlsway Solutions Limited
Notes to the Financial Statements for the Year Ended 31 January 2020
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
These financial statements are presented in sterling which is the functional currency of the entity.
Summary of disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
The Company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and does not disclose related party transactions with members of the same group that are wholly owned
Group accounts not prepared
Earlsway Solutions Limited
Notes to the Financial Statements for the Year Ended 31 January 2020 (continued)
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2 |
Accounting policies (continued) |
Going concern
At the reporting date the company had net current liabilities of £1,057,352. The company has received confirmation of support from its ultimate parent for the next 12 months. The financial statements have been prepared on a going concern basis.
The company is a not a trading company and has no direct working capital needs. It holds investments in subsidiary undertakings and all debtors and creditors are inter-group balances. It reports net current liabilities at 31 January 2020 however these relate to intercompany balances and the counterparty creditor has confirmed that it will not seek repayment of the balance until the company is in a position to repay. The going concern basis is dependent on the group’s forecasts. The group meets its day to day working capital requirements through cash generated from operations and the use of an invoice discounting facility.
The group’s forecasts and projections for the next twelve months show that the group should be able to continue in operational existence for that period, taking into account reasonable possible changes in trading performance and the potential impact on the business of possible future scenarios arising from the impact of COVID-19. So far the group’s key market sectors, food and healthcare packaging, have largely been unimpacted from the reductions in activity seen in other areas of the economy. However in the directors’ assessment they have considered the effectiveness of available measures to assist in mitigating any impact of a fall in demand for the group’s products should the situation arise.
Although the forecasts prepared taking account of the matters above support the ability of the group to remain a going concern and to be able to trade and meets its debts as they fall due, the full impact of COVID-19 and the underlying trading assumptions used in forecasting are extremely judgemental and difficult to predict and could be subject to significant variation.
However, based on the factors set out above the directors believe that there is no material uncertainty regarding going concern and that the group and company have adequate financial resources to continue in operational existence for at least twelve months from the date of signing the financial statements Therefore the directors believe it remains appropriate to prepare the financial statements on a going concern basis.
Judgements
There are considered to be no significant judgements that management has made in the process of applying the entity's accounting policies. |
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Earlsway Solutions Limited
Notes to the Financial Statements for the Year Ended 31 January 2020 (continued)
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2 |
Accounting policies (continued) |
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
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Staff numbers |
The average number of persons employed by the company (including directors) during the year, was
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Taxation |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2019 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
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2020 |
2019 |
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Profit before tax |
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Corporation tax at standard rate |
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Tax decrease from effect of dividends from UK companies |
( |
( |
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Total tax charge/(credit) |
- |
- |
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Investments |
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2020 |
2019 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 February 2019 |
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Carrying amount |
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At 31 January 2020 |
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At 31 January 2019 |
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Earlsway Solutions Limited
Notes to the Financial Statements for the Year Ended 31 January 2020 (continued)
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5 |
Investments (continued) |
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2020 |
2019 |
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Subsidiary undertakings |
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Easter Park, Earlsway, Teesside Industrial Estates, Thornaby, Stockton on Tees, TS17 9NT. |
Ordinary shares |
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Easter Park, Earlsway, Teesside Industrial Estate, Thornaby, Stockton on Tees, TS17 9NT. |
Ordinary shares |
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Easter Park, Earlsway, Teesside Industrial Estate, Thornaby, Stockton on Tees, TS17 9NT. |
Ordinary shares |
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Subsidiary undertakings |
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Earlsway Holdings Limited The principal activity of Earlsway Holdings Limited is |
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Fivedean Limited (wholly owned subsidiary of Earlsway Holdings Limited) The principal activity of Fivedean Limited (wholly owned subsidiary of Earlsway Holdings Limited) is |
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John Harrison (Stockton) Limited (wholly owned subsidiary of Fivedean Limited) The principal activity of John Harrison (Stockton) Limited (wholly owned subsidiary of Fivedean Limited) is |
Earlsway Solutions Limited
Notes to the Financial Statements for the Year Ended 31 January 2020 (continued)
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Debtors |
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2020 |
2019 |
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Amounts owed by group undertakings |
642,789 |
642,789 |
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Earlsway Solutions Limited
Notes to the Financial Statements for the Year Ended 31 January 2020 (continued)
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Creditors |
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2020 |
2019 |
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Due within one year |
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Amounts due to group undertakings |
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Share capital |
Allotted, called up and fully paid shares
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2020 |
2019 |
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No. |
£ |
No. |
£ |
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Ordinary A shares of £1 each |
1,167,378 |
1,167,378 |
1,167,378 |
1,167,378 |
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Ordinary B shares of £1 each |
36,747 |
36,747 |
36,747 |
36,747 |
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Dividends |
Interim dividends paid
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2020 |
2019 |
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Interim dividend of £7 per each Ordinary B shares |
240,000 |
240,000 |
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Contingent liabilities |
The company has a debenture including a fixed charged over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating charge over all assets and undertaking both present and future. There is also an unlimited multilateral guarantee given by John Harrison (Stockton) Limited, Fivedean Limited, Earlsway Holdings Limited, Earlsway Solutions Limited and Earlsway Group Limited.
Earlsway Solutions Limited
Notes to the Financial Statements for the Year Ended 31 January 2020 (continued)
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Parent and ultimate parent undertaking |
The company's immediate parent is
The most senior parent entity producing publicly available financial statements is
The ultimate controlling party is
The parent of the largest group in which these financial statements are consolidated is
The address of Earlsway Group Limited is: