Wee Gems Holdings Limited - Period Ending 2018-03-31

Registration number: SC451899

Wee Gems Holdings Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 31 March 2018

Glen Drummond Ltd
Chartered Accountants
Argyll House
Quarrywood Court
Livingston
West Lothian
EH54 6AX

Wee Gems Holdings Limited

Contents

Company Information	1
Balance Sheet	2 to 3
Notes to the Financial Statements	4 to 13

Wee Gems Holdings Limited

Company Information

Directors

Mr J B Murdoch Mr M Mortazavi

Registered office

Argyll House Quarrywood Court Livingston West Lothian EH54 6AX

Accountants

Glen Drummond Ltd Chartered Accountants Argyll House Quarrywood Court Livingston West Lothian EH54 6AX

Page 1

Wee Gems Holdings Limited

(Registration number: SC451899)
Balance Sheet as at 31 March 2018

	Note	2018 £	2017 £
Fixed assets
Tangible assets	4	3,600	-
Investments	5	330,291	330,291
		333,891	330,291
Current assets
Debtors	7	136,418	124,983
Creditors: Amounts falling due within one year	8	(131,059)	(55,559)
Net current assets		5,359	69,424
Total assets less current liabilities		339,250	399,715
Creditors: Amounts falling due after more than one year	8	(217,246)	(258,676)
Provisions for liabilities		(684)	-
Net assets		121,320	141,039
Capital and reserves
Called up share capital	10	200	200
Profit and loss account		121,120	140,839
Total equity		121,320	141,039

For the financial year ending 31 March 2018 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

•

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

•

The directors acknowledge their responsibilities for complying with the Sections 386 and 387 of the Companies Act 2006 with respect to accounting records and the preparation of the financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The notes on pages 4 to 13 form an integral part of these financial statements.

Page 2

Wee Gems Holdings Limited

(Registration number: SC451899)
Balance Sheet as at 31 March 2018

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

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

Approved and authorised by the Board on 9 October 2018 and signed on its behalf by:
 

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

Mr J B Murdoch
Director

The notes on pages 4 to 13 form an integral part of these financial statements.

Page 3

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

1	General information

The company is a private company limited by share capital, incorporated in Scotland.

The address of its registered office is:
Argyll House
Quarrywood Court
Livingston
West Lothian
EH54 6AX

These financial statements were authorised for issue by the Board on 9 October 2018.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with 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. There were no material departures from that standard.

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.

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

Revenue recognition

Turnover comprises the fair value of the consideration derived from management charges and re-charges. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

Page 4

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

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

At the balance sheet date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Expenditure of £500 or more on individual tangible fixed assets is capitalised at cost. Expenditure on assets below this threshold is charged directly to the profit and loss account in the period it is incurred.

Depreciation

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

Asset class	Depreciation method and rate
Furniture, fittings and equipment	33% straight line
Motor vehicles	20% straight line

Page 5

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

Business combinations

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

Investments

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


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

Borrowings

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

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

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

Defined contribution pension obligation

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

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

Page 6

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as interest expense in the profit and loss account.

 

3	Staff numbers

The average number of persons employed by the company (including the directors) during the year was 8 (2017 - 4).

Page 7

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

4	Tangible assets

	Furniture, fittings and equipment  £	Motor vehicles  £	Total £
Cost or valuation
At 1 April 2017	1,140	-	1,140
Additions	-	4,500	4,500
At 31 March 2018	1,140	4,500	5,640
Depreciation
At 1 April 2017	1,140	-	1,140
Charge for the year	-	900	900
At 31 March 2018	1,140	900	2,040
Carrying amount
At 31 March 2018	-	3,600	3,600

5	Investments

	2018 £	2017 £
Investments in subsidiaries	330,291	330,291

Subsidiaries	£
Cost or valuation
At 1 April 2017	330,291
Provision
Carrying amount
At 31 March 2018	330,291
At 31 March 2017	330,291

Page 8

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2018	2017

Subsidiary undertakings
Wee Gems Limited	6 Dunnet Way, East Mains Industrial Estate, Broxburn, EH52 5NN	20 Ordinary Shares	100%	100%
	Scotland
Wee Gems Corstorphine Limited	Argyll House, Quarrywood Court, Livingston, EH54 6AX	1 Ordinary Share	100%	100%
	Scotland
Croileagan Nurseries Limited	6a Featherhall Avenue, Edinburgh, EH12 7TQ	100 Ordinary Shares	100%	100%
	Scotland
Wee Gems Armadale Limited	Argyll House, Quarrywood Court, Livingston, EH54 6AX	90 Ordinary Shares	90%	90%
	Scotland

The principal activity of Wee Gems Limited is children's nursery services.

The principal activity of Wee Gems Corstorphine Limited is children's nursery services.

The principal activity of Croileagan Nurseries Limited is a rental company.

The principal activity of Wee Gems Armadale Limited is children's nursery services.

Page 9

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

6	Other financial assets (current and non-current)

7

Debtors

	Note	2018 £	2017 £
Amounts owed by group undertakings and undertakings in which the company has a participating interest	11	136,170	123,427
Other debtors		248	1,556
		136,418	124,983

Page 10

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

8

Creditors

Creditors: amounts falling due within one year

	Note	2018 £	2017 £
Due within one year
Bank loans and overdrafts	9	126,850	51,493
Trade creditors		3,129	2,592
Taxation and social security		-	935
Accruals and deferred income		1,080	-
Other creditors		-	539
		131,059	55,559

Creditors: amounts falling due after more than one year

	Note	2018 £	2017 £
Due after one year
Loans and borrowings	9	217,246	258,676

9	Loans and borrowings

	2018 £	2017 £
Non-current loans and borrowings
Bank borrowings	217,246	258,676

	2018 £	2017 £
Current loans and borrowings
Bank borrowings	38,372	33,674
Bank overdrafts	88,478	17,819
	126,850	51,493

Page 11

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

Bank borrowings

Bank loan is denominated in £ with a nominal interest rate of 4.25%, and the final instalment is due on 31 January 2022. The carrying amount at year end is £255,618 (2017 - £292,350). Security has been provided in the form of guarantees and floating charges from each of the following companies: Wee Gems Corstorphine Limited, Wee Gems Livingston Limited, Wee Gems Limited, Wee Gems Holdings Limited, Wee Gems Armadale Limited and Croileagan Nurseries Limited. These have been provided to cover all monies owing to the bank by Wee Gems Holdings Limited. A guarantee from Mrs S Murdoch for £110,000 (plus interest and expenses) supported by a standard security over the property at 2 Carmondean Centre Road South, Livingston, West Lothian, EH54 8PT. A personal guarantee from Mr M Mortazavi for £25,000 (plus interest and expenses) owing to the bank by Wee Gems Holdings Limited.

10	Share capital

Allotted, called up and fully paid shares

	2018		2017
	No.	£	No.	£
Ordinary shares of £10 each	20	200	20	200

Page 12

Wee Gems Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2018

11	Related party transactions

Summary of transactions with subsidiaries

Wee Gems Corstorphine Limited
(Subsidiary)
During the year, the company paid for costs totalling £702 on behalf of Wee Gems Corstorphine Limited, and the company received payments from Wee Gems Corstorphine Limited totalling £40,000. At the balance sheet date, the amount due to Wee Gems Corstorphine was £67,498 (2017 - £28,200). There are no repayments terms and no interest was charged.

Wee Gems Armadale Limited
(Subsidiary)
During the year, the company received payments from Wee Gems Armadale Limited totalling £6,000. At the balance sheet date, the amount due from Wee Gems Armadale was £170,627 (2017 - £176,627). There are no repayment terms and no interest was charged.

Wee Gems Limited
(Subsidiary)
During the year, the company made payments to Wee Gems Limited totalling £47,000. At the balance sheet date, the amount due from Wee Gems Limited was £47,000 (2017 - Nil). There are no repayment terms and no interest was charged.

Wee Gems Livingston Limited
(A company in which Mr M Mortazavi and Mr J B Murdoch are also directors)
During the year, the company received payments from Wee Gems Livingston Limited totalling £5,000. At the balance sheet date the amount due to Wee Gems Livingston Limited was £30,000 (2017 - £25,000). There are no repayment terms and no interest was charged.

Director 4 Hire Limited
(A company in which Mr M Mortazavi is also a director)
During the year, the company received payments from Director 4 Hire Limited totalling £3,959. At the balance sheet date, the amount due to Director 4 Hire limited was £3,959 (2017 - Nil). There are no repayment terms and no interest was charged.
 

Page 13