CROMA SECURITY SOLUTIONS GROUP PLC
REPORT AND FINANCIAL STATEMENTS
30 June 2016
CONTENTS
Company information
Chairman’s statement
Strategic report
Board of Directors
Directors’ report
Statement of Directors’ responsibilities
Independent auditor's report
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of cash flows
Consolidated statement of changes in equity
Notes to the financial statements
Independent auditor’s report for the parent company
Page
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53
Parent company financial statements
55 - 63
1
COMPANY INFORMATION
Directors
Registered office
(Executive Chairman)
S J F Morley
(Group Chief Executive)
R M Fiorentino
(Finance Director)
R A Juett ACA
(Executive Director)
M Whettingsteel
(Non – Executive)
C N McMicking
Lord J W E Percy
(Non – Executive)
A N Hewson MA FCA (Non – Executive)
Unit 6 Fulcrum 4
Solent Way
Whiteley
Fareham
Hampshire
PO15 7FT
Registered number
03184978
Nominated advisers and brokers
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
Registered independent
statutory auditor
Nexia Smith & Williamson
Cumberland House, 15-17 Cumberland Place, Southampton,
SO15 2BG
Solicitors
Registrars
Principal bankers
Shoosmiths
Russell House,
Solent Business Park
Whiteley, Fareham
Hampshire
PO15 7AG
Neville Registrars Limited
18 Laurel Lane
West Midlands
B63 3DA
Lloyds Banking Group plc
PO Box 1000
London BX1 1LT
Svenska Handelsbanken AB
3 Thomas More Square
London E1W 1WY
Website
www.cssgplc.com
2
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 JUNE 2016
I am pleased to report Croma Security Solutions Group's final results for the year to 30 June 2016.
The year has delivered on our core strategy of strong organic growth coupled with innovation and fiscal
responsibility.
The Group has been enlarged with the acquisition of Access Locksmiths and this business is now firmly
embedded. Coupled with the acquisition, the Group has continued to win business in all sectors and
across all divisions. Our market has also been extended to the Middle East where we see strong growth
potential after winning our initial contracts in the region.
Our aim is to build a recognised brand that is synonymous with the provision of the highest level of
total security services. We are stringently focused on quality and service where our clients can have all
of their security needs served by our Group. This is combined with relentless innovation across all of
our divisions.
Croma Vigilant has enjoyed another record year with the addition of contracts with the NHS where we
have introduced an innovative method of patient safety in one of the UK's largest NHS Trusts. This
combined with contract wins with property management and logistics firms has seen a new record level
of turnover and operating profit. Croma Vigilant is setting itself apart from the traditional guarding
model by setting the standard of front end delivery based on our ex-military ethos. This will result in
ongoing contract wins across all UK sectors both private and public.
Croma Security has delivered a significant level of new works for Odeon Cinemas and this has resulted
in a contract win with another cinema chain. In addition to the leisure industry, Croma Security has
continued to win and compete for high end security solutions for high net worth individuals and we are
becoming the provider of choice in this community. Croma Security has seen an increase in turnover
this year and we see this trend continuing as our strategy develops.
Croma Biometrics has been involved with a number of Government initiatives in the UK and Middle
East to bring Fastvein to the forefront as a potent biometric high speed human identifier. Identity
management is a highly topical area and with our unique Fastvein™ system, we are placed to benefit
from this as a Group. We have seen the successful installation of Fastvein into St Mary's Ascot school
and this has led to further installations in the independent schools sector. We see the education sector
as a key area for identity management through Fastvein™. Fastvein has seen considerable investment
from the Group and although the concept is in its early stages of development, we see it is a key part of
our unique offering to clients.
Croma Locksmiths has expanded to seven retail locations on the south coast following the acquisition
of Access Locksmiths Ltd. Our Locksmiths division is now fully integrated with the new business and
we see considerable cross selling opportunities within the Group for the corporate locks market.
The focus of the Group remains that of delivering sustained growth by our unique offering to the
security market. Our aim is to be a group apart, a true one stop offering where clients can have all of
their security needs serviced by one vertically integrated Group. The security market remains
fragmented and flat footed and we aim to capitalise on this by aggressive marketing and delivery of our
services.
3
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
During the year, our Finance Director Alex Tetley resigned to take up a new position and we thank him
for his efforts during his time with the Group. We are delighted to welcome back Richard Juett to the
role of Finance Director of the Group, to replace Alex.
Once again, I would wish to extend our heartfelt thanks to all the employees the Group, whose
unstinting hard work has delivered another good set of results, a growing reputation for excellence and
most importantly, a happy ship. The Board views the coming year with considerable optimism.
Forming a Group of diverse businesses has taken time and effort from our valued team and this is now
taking hold and bearing reward for our shareholders. We maintain our aim of providing outstanding
security services to our clients and value to our shareholders. We aim to grow and build on our
successes of this past year with stringency and financial prudence.
Sebastian Morley
Chairman
21 November 2016
4
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2016
The Group’s strategic objectives are:
to deliver market leading full service security offerings to the top end of the corporate and
residential markets. This will be achieved by maintaining quality of service as a priority, focusing
efforts on clients who will appreciate our differentiated offering, and leveraging our brand and
client base;
to produce consistent growth in clients and financial performance, by maintaining our margins
and managing our costs. Acquisitions will be pursued only when they can be seen clearly to add
value to the Group without imposing excessive burdens of operational consolidation;
to develop and bring to market new technologies where feasible, and;
to deliver meaningful shareholder returns.
Each company has Key Performance Indicators which are monitored and reported to the executive
Directors on a monthly basis. These are discussed below.
The Group’s longer term objectives are to grow our core offerings in the UK and abroad until we are the
security provider of choice to leading large corporates, to expand our service offering to include e-
security, and to develop specific high-end national projects.
2015/16 has seen the Group maintain its plans for growth. Last year mention of future acquisitions was
made and Croma is pleased to have purchased “Access Locksmiths Ltd”. This was completed half way
through the year and has taken the balance of the year to integrate. A great deal of energy and cost has
been expended to rebrand Access as Croma Locksmiths and to merge the business into the Croma Group
along with other organisational changes.
Growth of the Group over the last three years had been purely organic, and whilst not as fast as originally
hoped it has resulted in a solid platform upon which to build. The Board is therefore pleased by the
acquisition of Access Locksmiths Ltd and is ready to consider and acquire further businesses which can
add to the Group’s service offering, geographic footprint and profitability.
The maintenance and expansion of solutions to the present client base is fundamental. The Group
continues to develop historical clients, some of whom currently use a diverse range of contractors, in
order to bring all their needs under one roof when this makes good business sense for both parties.
The Group also continues developing overseas opportunities in particular in the Middle East. Whilst
these require a high level of input, Croma see that this market will be a large contribution to overall future
expansion.
5
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
The performance of each business segment is discussed below:
Croma Vigilant
Croma Vigilant had another successful year. Turnover has grown by more than 14% to £14.29M from
£12.50M in 2015, and operating profit for the Company has increased to £0.69M (2015: £0.46M
Restated). The focus on delivering a quality premium service is being recognised by clients who place
value on a reliable and effective security provider who can act as a partner to them in all aspects of
physical security.
Croma Vigilant continues to operate in the upper echelon of the manned guarding market with the delivery
of its manned guarding, key holding and commissionaire services and is the largest revenue contributor
to the Group.
Whilst the Company did not benefit from the provision of services to the Commonwealth Games as it did
with Glasgow 2014, it was successful in securing NHS contracts which Croma Vigilant continue to win.
These contracts have not only replaced the additional turnover that the Games provided but they have led
to growth in turnover that is sustainable in the longer term.
The continued growing reputation for quality of service has led to further client wins, and the Company’s
client base is growing as quickly in London and the South East as it is in Scotland, The Midlands and
Northern England. The sales effort has been reinforced to target large corporates and NHS Trust
Hospitals as ideal clients.
Quality of service is demonstrated by the high levels of client retention, and whilst the Company, like all
operators, has seen margins continue to come under pressure it has held the line in refusing to compromise
on service delivery.
Croma Security
Croma Security has seen turnover improve with continued orders in the leisure and education sectors.
Although client budgets remain tight there is a very promising pipeline. Turnover for the year has risen
12% to £2.27M (2015: £2.0M), with operating profit up to £0.41M (2015: £0.38M).
Croma Security has adjusted the sales effort by bringing on board an existing internal and highly
experienced engineer. This is allowing the current team to pass over smaller items to a technically capable
individual.
Croma Security continues to provide a full range of electronic security solutions for a wide range of
clients. The Odeon Cinema contract has improved upon last year with more new works placed. This year
also saw the start of a further Cinema chain placing similar works with Croma Security for new works
and on-going maintenance. Solar farm security installations have continued although at a lower level than
expected.
6
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
Croma Biometric - FastVein™
We continue to develop Croma Biometrics and turnover has improved to £0.17M (2015: £0.13M). There
has been continued investment in developing new software, client applications and marketing. Whilst
development expenditure continues to outstrip revenues, we remain highly confident that the current
development and future opportunities justify the on-going investment.
We plan to deliver further installations into the education sector and propose marketing to the retail sector
as we see an opportunity to assist in the monitoring of staff attendance in addition to controlling access
to sensitive areas and offering demonstrable savings to our clients.
Croma Locksmiths
Croma Locksmiths has seen the largest change this year with the acquisition of a South Coast competitor
bringing the total number of retail outlets to seven between Brighton and Poole/Bournemouth. Turnover
has increased to £2.31M (2015: £1.18M) to give an overall operating profit of £0.11M (2015: £0.09M).
The restructuring, rebranding and customer accreditations associated with the acquisition has impacted
profitability negatively, but the ground has been laid to see a return to the expected margins moving
forwards, and in the current period this early effort is bearing fruit.
Croma Locksmiths will be pursuing a strategy of geographical expansion this coming year, either by
opening new stores or acquiring more existing businesses.
There is opportunity for further consolidation in the sector.
Outlook and priorities
The Group remains focused on driving growth, predominantly in the UK and overseas.
An enhanced sales team straddling the entire Group is in place and awareness of the Croma brand within
the target market is increasing.
Croma Group’s web presence continues actively to promote services along with email, social media, and
exhibitions.
Croma Vigilant continues to see strong evidence that the high quality of their service offering is being
well received and that intelligent and discerning companies will pay a premium for a reliable and effective
guarding service.
Croma Security Systems is predominantly focused on providing integrated and reliable security systems.
Corporate clients represent the company’s best opportunities and best returns in terms of turnover and
margin.
As a highly respected specialist Croma Security is directing some attention towards security systems
design and consultancy, an area of great strength which we hope to expand especially with overseas
7
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
clients where our depth of knowledge and experience is not only welcomed but projects with the necessary
funding exist.
Croma Biometrics will continue to develop FastVein™ in the Education and Retail Sector. In addition
overseas resellers will be sought. Hardware is being redesigned on an on-going basis to improve the
external appearance and reduce controller hardware size and improve efficiency and costs.
Group Financials
The Group financials can be summarised as follows:
Revenue
Gross profit
EBITDA
Operating Profit
Earnings Per Share
Net Assets
Cash generated from operations
Dividend paid per share
2016
£000s
19,031
3,890
588
238
0.96p
10,021
222
0.4p
Restated
2015
£000s
15,829
3,276
488
222
1.5p
8,924
286
0.3p
The financial results of the Group are broadly satisfactory.
Revenue has grown by 20% in the year. This improvement was driven by Croma Vigilant, which has
delivered new contracts at steady margins, and by the acquisition of Access Locksmiths Ltd.
Although overall gross profit has increased the gross margin has fallen slightly to 20.4% (2015: 20.7%).
Tighter margins have contributed to the fall but the main reason is due to our mix of revenue and
particularly the impact of the increase in turnover of lower margin guarding business.
Operating profit has remained steady with only a modest increase in the year. This has been affected by
continued costs relating to the FastVein™ development together with increased amortisation and
depreciation charges arising from new investments during the year.
2015 saw the first payment of the Group’s dividend of 0.3p per share which was followed by a further
dividend of 0.4p per share paid in January 2016. The Board is aiming to maintain this progressive
dividend policy.
8
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
Risk management
The Board has put in place a framework of identified risks and risk management processes.
Area of risk
Specific risk management process
Economic & Regulatory
The Group operates in a highly regulated
sector and must at all times adhere to the
highest levels of best practice
The Group is actively involved in
research and development of new security
technologies which will need to comply
with legislative requirements
Operational Risk
The Group is audited by relevant regulatory bodies to
validate control procedures.
Internal review of processes monitors ongoing compliance.
FastVein™ has been assessed by the Centre for Protection
of National Infrastructure(CPNI).
There is a risk of a shortfall of trained
engineers / planners
The Group maintains an ongoing review of staffing and
manning levels.
There is a risk of subcontractors not
maintaining the high standards of the
group.
Financial
All subcontractors are assessed in accordance with Security
Industry Authority (SIA) requirements.
The Group has set policies which mitigate financial risk
without impacting on competitiveness and flexibility.
The Group’s financial position is reviewed by the Board
each month
Credit Risk - the risk that clients will not
pay on time, increasing cash requirements
All clients are subject to initial and ongoing credit checks,
and ongoing credit control. Overdue debts are monitored
closely.
Liquidity Risk - the risk that the Group
has insufficient cash to meet obligations
as they fall due
The Group maintains sufficient cash or cash equivalents to
meet 45 days of forecast liabilities
Fair Value Risk - the risk that assets and
liabilities on the Group’s Balance sheet
are misstated.
The Group keeps the fair value of all long-term assets and
liabilities under annual review to identify any potential
impairment adjustments required.
9
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
Statement of Corporate Governance
The Directors recognise the importance of sound corporate governance. As a company whose shares are
traded on the London Stock Exchange (Alternative Investment Market) (AIM), the Company is not
obliged to comply with the corporate governance regime as set out in the UK Corporate Governance
Code, but it does support the principles of the Code.
It intends to comply with the Corporate Governance Code for Small and Mid-Size Quoted Companies
(the QCA Code) insofar as it is reasonably practicable for a public company of its size and nature.
The Directors have adopted a code of conduct for dealings by Directors and Employees which complies
with the AIM Rules and are committed to maintaining the highest standards of corporate governance. The
Company is subject to the UK City Code on Takeovers and Mergers.
The Group is governed by the Board of Directors, comprising four Executive Directors and three Non-
Executive Directors. The Group adheres to the requirements of the QCA Code to keep the roles of
Chairman and Chief Executive separate.
Executive Directors:
S J F Morley – Executive Chairman
Responsible for the overall direction of the Group, for ensuring the Board operates
efficiently, and for shareholder relations and for Corporate Governance. Mr Morley also
oversees the daily operations of Croma Vigilant.
R M Fiorentino – Chief Executive
Responsible for overseeing the implementation of the Group’s strategy, and for delivering
the coordinated service approach. In addition, Mr Fiorentino oversees daily operations of
Croma Security, and is leading the development of FastVein™.
R A Juett – Finance Director
Responsible for overall financial strategy and for ensuring timely production of management
and statutory information.
M Whettingsteel
Oversees daily operations and development of Croma Locksmiths.
Non-Executive Directors:
A N Hewson
Chairman of the Audit Committee and a member of the Remuneration Committee.
C McMicking
Chairman of the Remuneration Committee and a member of the Audit Committee.
Lord James Percy
A member of both the Audit Committee and a member of the Remuneration Committee
10
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
Matters reserved for the Board
The Board reserves formulation, dissemination and implementation of strategy. It also handles
stakeholder relations, dividend policy, and oversight of cash management.
Other operational matters are devolved to Directors and managers, with the exception of investment –
level decisions involving material balances which require Board consideration.
Any Director needing independent professional advice in the furtherance of his duties may obtain this
advice at the expense of the Group.
Board meetings
The Board meets monthly in person or by telephone to review and discuss strategy, financial results,
business planning, sales, operations and HR matters.
Directors’ attendance at Board and Committee meetings during the year was as follows:
S J Morley
R M Fiorentino
A Tetley
A N Hewson
R A Juett
M Whettingsteel
C N McMicking
Lord James Percy
Board Meetings
Audit Committee
Remuneration Committee
Attended
Eligible
Attended
Eligible
Attended
Eligible
9
9
6
9
3
6
8
5
9
9
6
9
3
6
9
9
-
-
-
2
2
1
-
-
-
2
2
2
-
-
-
1
1
1
-
-
-
1
1
1
Internal control and risk assessment
The Board is responsible for maintaining an appropriate system of internal controls to safeguard the
shareholders' investment and Group assets.
The Directors continue to review the financial reporting procedures and internal controls of the Group
companies to ensure they are robust enough to deliver timely, detailed reporting that will allow accurate
monitoring of the Group’s performance.
Internal financial control procedures undertaken by the Board include:
review of monthly financial reports and monitoring performance
approval of all significant expenditure including all major investment decisions review and
approval of treasury policy.
11
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
In the context of the Group’s overall strategy the Board undertakes risk assessment as well as the review
of internal controls. The review covers the key business, operational, compliance and financial risks
facing the Group. In arriving at its judgement of what risks the Group faces, the Board has considered
the Group’s operations in the light of the following:
the nature and extent of risks which it regards as acceptable for the Group to bear within its
overall business objective
the threat of such a risk becoming a reality
the Group’s ability to reduce the incidence and impact of risk on its performance
the cost and benefits to the Group of operating the relevant controls.
The Board has reviewed and is satisfied with the operation and effectiveness of the Group's system of
internal control and risk assessment for the financial year and the period up to the date of approval of
these financial statements.
Relations with shareholders
Communication with shareholders is given a high priority by the Board and the Directors are available to
enter into dialogue with shareholders. All shareholders are encouraged to attend and vote at the Annual
General Meeting during which the Board is available to discuss issues affecting the Group.
Corporate governance committee
The Board meets regularly and covers Audit and Remuneration Committee matters as they arise from
time to time.
Audit committee matters
The terms of reference of the Audit Committee are to assist the Board in discharging its collective legal
responsibility for ensuring that:
the Group’s financial and accounting systems provide accurate and up-to-date information on its
current financial position;
the Group’s published financial statements represent a true and fair reflection of this position;
and the external audit, which the law requires in order to provide independent confirmation that
these legal responsibilities are being met, is conducted in a thorough, efficient and effective
manner.
The external auditor may attend Audit Committee meetings.
12
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
Key performance indicators
Indicator
Performance
Croma Vigilant
Sales
Sales were ahead of budget reaching a record £14.3M for the year. The division
continues to bid for and win new work on a regular basis. Performance is
monitored by the Operations director and business development manager
reporting to the Chairman.
Gross margin
Gross Margin remains a highly relevant measure in a low margin industry and
came in ahead of expectations at £1.9M or 13.5% of sales.
Customer retention
Cash
Croma Security
Retention of customers nearing the end of their contract is a priority of the
operations director. The increase in turnover testament to our quality service
offering.
Croma Vigilant continues to be cash generative for the Group with borrowing
facilities and cash resources being utilised to fund acquisitions and Group
overheads. At 30 June 2016 borrowings were £431K but this is well within the
capacity of the bank facility.
Sales
Sales have seen a 12% increase on 2015 up to £2.3M from £2.0M
Customer retention
The company monitors customer satisfaction through surveys and website
feedback. Customer retention has remained strong at over 90%.
Engineers
Cash
The engineer market is very active and engineer retention and remuneration is
constantly monitored.
Despite cash resources being used to help fund Group activity Croma Security
has been cash generative throughout the year with year cash balances up to
£222K.
13
STRATEGIC REPORT (continued)
FOR THE YEAR ENDED 30 JUNE 2016
Croma Locksmith sales are monitored weekly for shop sales, and monthly for
commercial sales. With the increased number of retail branches more emphasis
is placed on individual performance of the outlets with regular visits and
meetings with branch managers.
Shop footfall continues to slow with trend shifts to on-line. The company is
actively employing sales techniques to meet this change in consumer practice
including an improved e-commerce website and state of the art trade counters.
.
The company is looking to expand its operation throughout the UK to enable it
to be more convenient for commercial users and to compete nationally for service
contracts with skilled staff.
To justify the continued development expenditure, the order pipeline for
FastVein™ is actively monitored and although steady in 2016 more growth will
be needed for the future.
Croma Locksmiths
Sales
Shop footfall
Competitive
environment
Croma Biometrics
Order pipeline
Roberto Fiorentino
Chief Executive
21 November 2016
14
BOARD OF DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2016
Sebastian Morley - Executive Chairman
Having enjoyed a successful military career, Sebastian worked with organisations in the surveillance
and security sector before he established Vigilant in 2001. Sebastian joined the Board on the acquisition
of Vigilant Security (Scotland) Limited in February 2006 and became Group Chairman in 2012.
Roberto Fiorentino - Chief Executive Officer
Roberto has been involved in the security industry for over 35 years and has been responsible for a
number of ground breaking technological advances within the electronic security sector, including the
installation of High Security Master Key Locking systems, Vehicle Alarm Systems, Access Control,
CCTV with transmission systems, CCTV and, most recently, Video Analytics and most recently
FastVein™.
Richard Juett- Finance Director
Richard is a Chartered Accountant and re-joined the Board in April 2016. Richard has previously held
finance roles in industry with B&Q Plc, Kia and in practice with Ernst & Young and BDO. Richard
oversees the financial affairs of the Group and its operating subsidiaries.
Mark Whettingsteel – Executive Director
Mark joined the board in December 2015. Mark is a career locksmith with 30 years’ experience and is
a member of the Master Locksmiths Association. He trained as a younger man with a predecessor of
Croma Locksmiths before going on to start his own locksmithing business in 1998. He grew this
business to become the largest independent locksmith on the South Coast which is now part of the
Group.
Nick Hewson MA FCA - Non-Executive Director
Nick has been on the Board of a number of listed companies since 1986, more recently in a non-
executive capacity. Nick has concentrated on grooming and growing smaller businesses in the public
and private arenas, and has a particular interest in low carbon and carbon reduction initiatives in
business. He has been an investor in Croma since the very early days of the Group’s corporate life.
Nick is also a Non-Executive Director and Chairman of the Audit Committee of Redrow plc.
Charles McMicking - Non-Executive Director
Charles is Chairman of RailSimulator.com and director of Coburg Capital and F4G Software. Charles
has specialised in financing and developing dynamic fast-growth companies, and was previously Head
of Private Equity at Noble Group.
Lord James Percy - Non-Executive Director
Lord James is a published author with previous experience in the shipping industry and the manufacture
and sale of super yachts, and now works with J Barbour and Sons. Lord James is Colonel of the 5th
Battalion Royal Regiment of Fusiliers and a member of the Moorland Association, as well as former
Chairman of the Countryside Foundation for Education.
15
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2016
The Directors submit their report and the audited annual financial statements of Croma Security Solutions
Group PLC and its subsidiary undertakings for the year ended 30 June 2016.
Principal activities
The Group’s principal activities are the provision of manned guarding and asset protection services (Croma
Vigilant); CCTV security, fire and alarm systems (Croma Security Systems); Identity management and access
control (Croma Biometrics); Locksmithing Keys, Locks and Safes (Croma Locksmiths).
Results and dividends
The profit for the year after taxation, was £0.153M (2015: £0.22M). During the year a dividend of 0.4p per
share was proposed and paid. (2015: 0.3p per share)
Directors
The Directors who have held office since 1 July 2015 and up to the date of signing of these financial statements
are as follows:
Executive Directors:
Non-executive Directors:
S J F Morley
R M Fiorentino
A Tetley (resigned 29 April 2016)
R A Juett (appointed 18 April 2016)
M Whettingsteel (appointed 8 December 2015)
A N Hewson
C McMicking
Lord James Percy
The Non-Executive Directors sit on the Remuneration Committee and on the Audit Committee.
The Directors in office at 30 June 2016 had the following beneficial interest in the ordinary shares of the
Company:
S J F Morley
R M Fiorentino
M Whettingsteel
R A Juett
A N Hewson
C McMicking
Lord James Percy
2016
535,000
3,750,000
2,027,027
-
203,565
46,000
285,000
2015
535,000
3,750,000
-
-
189,855
46,000
279,500
16
DIRECTORS' REPORT (Continued)
FOR THE YEAR ENDED 30 JUNE 2016
Major shareholdings
Apart from the interests of the Directors referred to above, the Company has received the following
notifications of holdings of more than 3 per cent of the ordinary share capital of the Company as at 30 June
2016:
State Street Nominees Limited
Fitel Nominees Limited
HSBC Global Custody Nominee (UK) Limited
Oceanwood Opportunities Master Fund
Chase Nominees Limited
Platform Securities
Research and development
8.6%
6.7%
6.6%
4.7%
3.9%
3.8%
Research and development expenditure, including the element of wages and salaries and amounted to
approximately £82,000 (2015: £43,000).
Employment of disabled persons
The Group gives full consideration to applications for employment from disabled persons where the
candidate’s particular aptitudes and abilities are consistent with adequately meeting the requirements of the
job. All necessary assistance with initial training courses is given. Once employed, a career plan is
developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever
possible, for retraining employees who become disabled, to enable them to perform work identified as
appropriate to their aptitudes and abilities.
Employee involvement
The Group's policy is to consult and discuss with employees, through staff councils and at meetings, matters
likely to affect employees' interests. Information on matters of concern to employees is given through
information bulletins and reports which seek to achieve a common awareness on the part of all employees
of the financial and economic factors affecting the Group's performance.
Political and charitable donations
There were charitable donations of £4,650 (2015: £2,720). There were no political donations in the current
or prior year.
Environmental policy
The Group recognises the importance of environmental responsibility. The nature of its activities has a
minimal effect on the environment but where it does the Group aims to act responsibly and is aware of its
obligations at all times.
17
DIRECTORS' REPORT (Continued)
FOR THE YEAR ENDED 30 JUNE 2016
Dividends
An interim dividend of 0.4p was declared on 4 December 2015 and paid on 3 January 2016. The total cost
was £0.059M.
Auditors
On 27 July 2016 Grant Thornton UK LLP gave notice of resignation as auditors of the Group. Nexia Smith
& Williamson Audit Limited were appointed by the Board to fill a casual vacancy and a resolution
proposing their reappointment will be put to the shareholders at the forthcoming Annual General Meeting.
Statement of disclosure to auditor
Each of the persons who is a Director at the date of approval of this report confirms that:
a) so far as they are aware, there is no relevant audit information of which the company's auditors are
unaware; and
b) they have taken all the steps that they ought to have taken as Directors in order to make themselves
aware of any relevant audit information and to establish that the company's auditors are aware of that
information.
By order of the Board
R A Juett
Finance Director
21 November 2016
18
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
FOR THE YEAR ENDED 30 JUNE 2016
Directors’ responsibilities
The Directors are responsible for preparing the Directors’ report and the Group and Parent company
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 Group financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European Union and the parent company financial
statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law including FRS 102, the Financial Reporting Standard applicable
in the UK).
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 Group and company 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 and the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and which disclose with reasonable accuracy at any time the financial
position of the Company, and Group, and enable them to ensure that the financial statements comply with
the requirements of the Companies Act 2006. They are also responsible for the Group’s system of internal
financial control, safeguarding the assets of the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available
on a website. Financial statements are published on the Group's website in accordance with legislation in
the United Kingdom governing the preparation and dissemination of financial statements, which may vary
from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the
responsibility of the Directors. The Directors' responsibility also extends to the on-going integrity of the
financial statements contained therein.
Signed on behalf of the Board
R A Juett
Finance Director
21 November 2016
19
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF CROMA SECURITY
SOLUTIONS GROUP PLC
FOR THE YEAR ENDED 30 JUNE 2016
We have audited the group financial statements of Croma Security Solutions Group PLC for the year
ended 30 June 2016 which comprise the consolidated statement of comprehensive income, the
consolidated statement of changes in equity, the consolidated statement of financial position, the
consolidated statement of cash flows, and the related notes and accounting policies. The financial
reporting framework that has been applied in the preparation of the group financial statements is
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European
Union.
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.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 19 the directors
are responsible for the preparation of the group financial statements and for being satisfied that
they give a true and fair view. Our responsibility is to audit and express an opinion on the group
financial statements in accordance with applicable law and International Standards on Auditing (UK
and Ireland). Those standards require us to comply with the Financial Reporting Council’s (FRC’s)
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial
Reporting Council's website at www.frc.org.uk/auditscopeukprivate
Opinion
In our opinion the group financial statements:
give a true and fair view of the state of the Group's affairs as at 30 June 2016 and of the
Group's profit for the year then ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union
and;
have been prepared in accordance with the requirements of the Companies Act 2006
20
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF CROMA SECURITY
SOLUTIONS GROUP PLC (Continued)
FOR THE YEAR ENDED 30 JUNE 2016
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and Directors' Report for the financial
year for which the group financial statements are prepared is consistent with the group financial
statements.
Matters on which we are required to report by exception
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:
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
Other matter
We have reported separately on the parent company financial statements of Croma Security
Solutions Group PLC for the year ended 30 June 2016.
Julie Mutton
Senior Statutory Auditor
For and on behalf of
Nexia Smith &Williamson
Statutory Auditors and Chartered Accountants
Cumberland House
15-17 Cumberland Place
Southampton
SO15 2BG
21 November 2016
21
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 June 2016
2016
£000’s
As restated
2015
£000’s
Notes
3
19,031
15,829
3
14
13
5
8
9
(15,141)
(12,553)
3,890
3,276
(3,675)
23
238
(3,081)
27
222
588
(109)
(241)
238
488
(81)
(185)
222
(61)
(32)
177
(24)
153
153
190
33
223
223
0.96
0.95
1.49
1.49
Continuing operations:
Revenue
Cost of sales
Gross profit
Administrative expenses
Other operating income
Operating profit
Analysed as:
Earnings before interest, tax, depreciation and amortisation
Depreciation
Amortisation of intangible assets
Operating profit
Finance expenses
Profit before tax
Tax
Profit for the year from continuing operations
Total comprehensive income for the year attributable to
owners of the parent
Earnings per share
Basic and diluted earnings per share (pence)
- Earnings from continuing operations
- Diluted Earnings per share (pence)
22
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 June 2016
Assets
Non-current assets
Goodwill
Other Intangible assets
Property, plant and equipment
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Liabilities
Non-current liabilities
Deferred tax
Trade and other payables
Current liabilities
Trade and other payables
Borrowings
Total liabilities
Net assets
Issued capital and reserves
attributable to owners of the parent
Share capital
Share premium
Merger reserve
Retained earnings
Share options
Total equity
Notes
12
13
14
15
16
18
22
19
19
19
23
24
24
24
24
As restated As restated
2016
£000’s
7,213
1,401
442
9,056
643
3,446
392
4,481
13,537
(303)
(140)
(443)
(2,433)
(640)
(3,073)
(3,516)
10,021
844
6,129
2,139
900
9
10,021
2015
£000’s
5,867
1,041
332
7,240
237
2,290
839
3,366
10,606
(244)
(40)
(284)
(1,371)
(27)
(1,398)
(1,682)
8,924
743
5,230
2,139
806
6
8,924
2014
£000’s
5,867
1,142
330
7,339
223
2,483
900
3,606
10,945
(299)
(5)
(304)
(1,731)
(167)
(1,898)
(2,202)
8,743
743
5,230
2,139
628
3
8,743
These financial statements were approved and authorised for issue by the Board of Directors on 21
November 2016 and signed on their behalf by
S J F Morley
Director
Croma Security Solutions Group plc – Company Number: 03184978
.
23
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2016
Cash flows from operating activities
Profit before taxation
Depreciation and amortisation
Loss/(Profit) on sale of plant and equipment
Net changes in working capital
Financial expenses
Corporation tax paid
Net cash (used)/generated from operations
Cash flows from investing activities
Purchase of business including acquisition costs net of cash acquired
Purchase of property, plant and equipment
Proceeds on disposal of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Hire purchase loan repayments
Utilisation/(Repayments) of invoice discounting facility
Dividends paid
Interest paid
Net cash generated/(used) in financing activities
Net (decrease) in cash
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of the period
Notes
2016
£000’s
As
restated
2015
£000’s
177
350
10
(672)
61
(36)
(110)
(712)
(73)
67
(718)
(38)
539
(59)
(61)
381
(447)
839
392
190
266
(2)
(118)
32
(83)
285
-
(133)
49
(84)
(35)
(167)
(45)
(15)
(262)
(61)
900
839
27
26
24
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 June 2016
Attributable to Owners of the Parent
At 1 July 2014 as previously stated
Prior year adjustments
At 1 July 2014 as restated
Profit for the year as restated
Dividends paid
Share option scheme charge
At 30 June 2015 as restated
New share issue
Profit for the year
Dividends paid
Share option scheme charge
At 30 June 2016
Share
Capital
Share
premium
Merger
Reserve
Retained
earnings
Undistributable
reserve
Share
Options
Total
Equity
£000’s
743
-
743
-
-
-
743
101
-
-
-
844
£000’s
5,230
-
5,230
£000’s
2,139
-
2,139
-
-
-
5,230
899
-
-
-
6,129
-
-
-
2,139
-
-
-
-
2,139
£000’s
341
287
628
223
(45)
-
806
-
153
(59)
-
900
£000’s
422
(422)
-
-
-
-
-
-
-
-
-
-
£000’s
3
-
3
-
-
3
6
-
-
-
3
9
£000’s
8,878
(135)
8,743
223
(45)
3
8,924
1,000
153
(59)
3
10,021
The following notes form part of the primary financial statements
25
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1. Accounting Policies
The Group financial statements have been prepared and approved by the Directors in accordance with
International Financial Reporting Standards (IFRS’s), International Accounting Standards and
Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as
adopted by the European Union (“adopted IFRS’s”).
Going concern
The Group’s activities are funded by a combination of long term equity capital, and short term invoice
discounting and bank overdraft facilities. The day to day operations are funded by cash generated from
trading and primarily invoice discounting facilities.
In considering the ability of the Group to meet its obligations as they fall due, the Board have considered
the expected trading and cash requirements of the Group until December 2017.
The Board remains positive about the retention of customers and outlook of its main trading operations.
The Board’s profit and cash flow projections suggest that the Group will meet its obligations as they fall
due with the use of existing uncommitted invoice discounting facilities. The invoice discounting and
overdraft facilities were reviewed in June 2015 and June 2016 respectively, and were renewed until June
2017 when the Board are confident the facility will be continued based on current and forecast trading of
the Group.
Basis of consolidation
Where the Company has the power, either directly or indirectly, to govern the financial and operating
policies of another entity or business so as to obtain benefits from its activities, it is classified as a
subsidiary. The consolidated financial statements present the results of the Company and its subsidiaries
(“the Group”) as if they formed a single entity. Inter-company transactions and balances between Group
companies are therefore eliminated in full.
Segment reporting
At 30 June 2016 the Directors consider there to be four operating segments namely ‘Croma Vigilant’ which
comprises the business of Vigilant Security (Scotland) Limited; ‘Croma Security Systems’ which
comprises the business of a division of CSS Total Security Limited; ‘Croma Locksmiths’, which comprises
the business of CSS Locksmiths Limited and Croma Locksmiths & Security Solutions Limited and Croma
Biometrics which is a division of CSS Total Security Limited.
The operating segments identified above are reported in a manner consistent with the internal reporting
provided to the chief operating decision maker. The chief operating decision maker, who is responsible for
allocating resources and assessing performance of the operating segments, has been identified as the
executive Directors collectively.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable, and represents amounts
receivable for goods supplied, stated net of discounts, returns and value added taxes. The Group recognises
revenue when the amount of revenue can be reliably measured, when it is probable that future economic
benefits will flow to the entity, and when specific criteria have been met for each of the Group's activities,
as described below. The Group bases its estimate of return on historical results, taking into consideration
the type of customer, the type of transaction and the specifics of each arrangement.
26
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1. Accounting Policies (continued)
- Revenue in respect of security personnel services is recognised over the term of the contract or,
where sales contracts are on a “cost plus” basis, at the point at which manpower services have been
provided.
- Keyholding income is recognised in equal instalments over the period of the contract.
- Sale of goods is recognised at the point that they are delivered to client’s premises on signature of
a goods received note.
- Maintenance fees are recognised over the term of the contract. Where a maintenance fee is not
itemised in the contract but is still provided as part of the contractual arrangement, an
apportionment is taken as the maintenance amount, based upon its fair value. The value of this
amount is held as deferred income under ‘Accruals and deferred income’ in the statement of
financial position.
- The fair value of any revenues associated with the sale of software licences is recognised over the
period of the licence.
Cost of sales
Cost of sales are the direct costs relating to customer generated revenue and comprise direct labour payroll
costs, other costs associated with direct labour, stock purchases, installation and subcontracted costs all sold
on to customers.
Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of a business combination over the interest in the fair value of
identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of assets
given, liabilities assumed and equity instruments issued.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the
consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and
contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the
consolidated statement of comprehensive income on the acquisition date.
(b) Other intangible assets
Intangible assets acquired separately are carried initially at cost. An intangible asset acquired as part of a
business combination is recognised separately from goodwill if the asset is separable or arises from
contractual or other legal rights and its fair value can be measured reliably.
Intangible assets with a finite life are amortised on a straight line basis over their expected useful life as
follows
over the duration of the legal agreement
3 - 10 years
4 years
3 years
licenses
customer relationships
royalty income
Capitalised Research & Development
–
–
–
–
27
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1. Accounting Policies (continued)
(c) Internally-generated intangible assets - research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. An
internally-generated intangible asset arising from the Group's development activity is recognised only if all
of the conditions of IAS 38 are met.
Internally-generated intangible assets are amortised on a straight-line basis over their useful lives. Where
no internally-generated intangible asset can be recognised, development expenditure is recognised as an
expense in the period in which it is incurred.
Impairment testing
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are
undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests
whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair
value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is
carried out on the asset’s cash-generating unit (i.e. the lowest group of assets in which the asset belongs for
which there are separately identifiable cash flows). Goodwill is allocated on initial recognition to each of
the Group’s cash-generating units that are expected to benefit from the synergies of the combination giving
rise to the goodwill.
Impairment charges are included separately in the consolidated statement of comprehensive income. An
impairment loss recognised for goodwill is not reversed.
Business combinations
The consolidated financial statements incorporate the results of business combinations using the acquisition
method. In the consolidated statement of financial position, the acquiree’s identifiable assets, liabilities
and contingent liabilities are initially recognised at their fair values at the acquisition date. Goodwill is
stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum
of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the
acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the
acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the
sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss
immediately. The results of acquired operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained.
Contingent consideration
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition
date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or
liability is recognised in accordance with IFRS 13 in the consolidated statement of comprehensive income.
28
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1. Accounting Policies (continued)
Property, plant and equipment
Property, plant and equipment are stated at costs less depreciation. Depreciation is provided on all property,
plant and equipment at rates calculated to write off the cost of each asset less its estimated residual value
evenly over its estimated useful life, as follows;
Freehold property - 4% on cost
Plant and equipment - 25% on cost
Computer equipment - 33% on cost
Office equipment - 15% on cost
Motor vehicles - 25% on cost
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is based on the cost of purchase
on a first in first out basis together with costs in bringing it to its present condition and location. Work in
progress and finished goods include attributable overheads. Net realisable value is based on estimated
selling price less additional costs to completion and disposal.
Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity
shareholders, this is when interim dividends are paid. In the case of final dividends, this is when approved
by the shareholders at the AGM.
Taxes
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised
in other comprehensive income or directly in equity. Current income tax assets and/or liabilities comprise
those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that
are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss
in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been
enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the
balance sheet differs from its tax base, except for differences arising on:
the initial recognition of goodwill
the initial recognition of an asset or liability in a transaction which is not a business combination
and at the time of the transaction affects neither accounting or taxable profit
investments in subsidiaries and jointly controlled entities where the Group is able to control the
timing of the reversal of the difference and it is probable that the difference will not reverse in the
foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will
be available against which the difference can be utilised. The amount of the asset or liability is determined
using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected
to apply when the deferred tax liabilities/ (assets) are settled/ (recovered).
29
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1. Accounting Policies (continued)
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
the same taxable Group company; or
different group entities which intend either to settle current tax assets and liabilities on a net basis,
or to realise the assets and settle the liabilities simultaneously, in each future period in which
significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Leased assets
Finance leases
The economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the
risks and rewards of ownership of the leased asset. Where the Group is a lessee in this type of arrangement,
the related asset is recognised at the inception of the lease at the fair value of the leased asset or, if lower,
the present value of the lease payments plus incidental payments, if any. A corresponding amount is
recognised as a finance lease liability. Leases of land and buildings are classified separately and are split
into a land and a building element in accordance with the relative fair values of the leasehold interests at
the date the asset is recognised initially. See property, plant and equipment accounting policy for the
depreciation methods and useful lives for assets held under finance lease. The corresponding finance lease
liability is reduced by lease payments net of finance charges. The interest element of lease payments
represents a constant proportion of the outstanding capital balance and is charged to profit or loss, as finance
costs over the period of the lease.
Operating leases
All other leases are treated as operating leases. Where the Group is a lessee, payments on operating lease
agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such
as maintenance and insurance, are expensed as incurred.
Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the
definition of a financial liability. The Group’s ordinary shares are classified as equity instruments.
Finance cost
Finance costs of debt are recognised in the profit or loss over the term of such instruments at a constant
periodic rate on the carrying amount.
Share-based payments
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity
instruments at the date at which they were granted. Judgement is required in determining the most
appropriate valuation model for a grant of equity instruments depending on the terms and conditions of the
grant. Management are also required to use certain assumptions in determining the most appropriate inputs
to the valuation model including expected life of the option, volatility, risk free rate and dividend yield.
The assumptions and models used are fully disclosed in note 23.
All share-based remuneration plans are ultimately recognised as an expense in the statement of
comprehensive income with a corresponding credit to the “Share Options” reserve.
30
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1. Accounting Policies (continued)
Financial assets
Financial assets are loans, trade receivables and other receivables.
Loans and receivables assets are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They arise principally through the provision of goods and services to
customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They
are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition
or issue, and are subsequently carried at amortised cost using the effective interest rate method, less
provision for impairment. The provision at 30th June 2016 was £35k (2015: £29k). The effect of discounting
on these financial instruments is not considered to be material. Trade receivables are analysed at Note 16.
Trade receivables are recorded at their amortised cost less any provision for doubtful receivables.
Impairment provisions are recognised when there is objective evidence (such as significant financial
difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be
unable to collect all of the amounts due under the terms receivable the amount of such provision being the
difference between the net carrying amount and the present value of the future expected cashflows
associated with the impaired receivable. For trade receivables which are reported net, such provisions are
reported in a separate allowance account with the loss being recognised within administrative expenses in
the statement of comprehensive income. On confirmation that the trade receivable will not be collectable,
the gross carrying value of the asset is written off against the associated provision.
From time to time, the Group elects to renegotiate the terms of trade receivables due from customers with
which it has previously had a good trading history. Such renegotiations will lead to changes in the timing
of payments rather than changes to the amounts owed. The Group’s loans and receivables comprise trade
and other receivables and cash and cash equivalents in the balance sheet. Cash equivalents are deemed to
be deposits that we hold with a maturity of under 3 months. Cash and cash equivalents include cash in
hand, deposits held at call with banks with an original maturity of less than 3 months, and bank overdrafts.
Bank overdrafts are shown within loans and borrowings in current liabilities on the statement of financial
position.
Financial Liabilities
(a) Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable
to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost
using the effective interest rate method, which ensures that any interest expense over the period to
repayment is at a constant rate on the balance of the liability carried in the statement of financial position.
Interest expense in this context includes initial transaction costs and premiums payable on redemptions, as
well as any interest or coupon payable while the liability is outstanding.
(b) Trade payables and other short-term monetary liabilities, are initially recognised at their fair value and
subsequently at their amortised cost.
31
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1. Accounting Policies (continued)
Provisions
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when
the Group has a present legal or constructive obligation as a result of a past event, it is probable that an
outflow of economic resources will be required from the Group and amounts can be estimated reliably.
Timing or amount of the outflow may still be uncertain. Restructuring provisions are recognised only if a
detailed formal plan for the restructuring has been developed and implemented, or management has at least
announced the plan’s main features to those affected by it. Provisions are not recognised for future operating
losses. Provisions are measured at the estimated expenditure required to settle the present obligation, based
on the most reliable evidence available at the reporting date, including the risks and uncertainties associated
with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow
will be required in settlement is determined by considering the class of obligations as a whole. Provisions
are discounted to their present values, where the time value of money is material. Any reimbursement that
the Group can be virtually certain to collect from a third party with respect to the obligation is recognised
as a separate asset. However, this asset may not exceed the amount of the related provision. In those cases
where the possible outflow of economic resources as a result of present obligations is considered
improbable or remote, no liability is recognised.
Capital management
The Group manages capital so as to safeguard its ability to continue as a going concern with the aim of
strengthening its capital base so as in due course to provide returns to shareholders. The Group currently
assigns a part of its Vigilant Security Scotland Limited debtor book as a means of funding short term
working capital, and has some lease funding secured over selected tangible assets, but otherwise has no
short term or long term debt.
The Group considers its capital to comprise its ordinary share capital, share premium, merger reserve, and
accumulated retained earnings.
Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held
at call with banks.
32
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1. Accounting Policies (continued)
New and amended standards
No new standards, interpretations and amendments, effective for the first time from 1 July 2015, have had
a material effect on the financial statements of the Group.
Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are
mandatory for the Group’s accounting periods beginning on or after 1 July 2016 or later periods and have
not been early adopted. It is anticipated that these new standards, interpretations and amendments currently
in issue at the time of preparing the financial statements may have a material effect on the consolidated
financial statements of the Group, however the extent of this has not yet been assessed.
-
-
-
IFRS 9 Financial Instruments
IFRS 15 Revenue recognition
IFRS 16 Leases
2. Critical Accounting Estimates and Judgements
The Group makes certain estimates and judgements regarding the future. Estimates and judgements are
continually evaluated based on historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. In the future, actual experience may
differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
are discussed below:
Estimates and assumptions:
Impairment of goodwill. Determining whether goodwill is impaired requires an estimation of the value in
use of the cash generating units to which the goodwill has been allocated. The value in use calculation
requires the entity to estimate the future cashflows expected to arise from the cash generating unit and a
suitable discount rate in order to calculate the present value. The carrying amount of goodwill at the
statement of financial position date was £7,213k. Details relating to the allocation of goodwill to cash
generating units are given in note 12.
Other Intangibles. Other Intangible assets, including brands, customer relationships, software licences and
brand royalties are amortised over their expected useful lives, as assessed at the time of their acquisition.
The expected useful lives have been reviewed and found to be reasonable, and no adjustment is felt to be
needed.
Research and development. Included in intangible assets is capitalised research and development, relating
to costs incurred in the research and development of FastVein™ time and attendance. This project has been
assessed against the requirements of IAS 38. In particular, future markets and profitability have been
estimated and found to meet those requirements.
33
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
3. Segmental Reporting
The Directors consider the following four business segments best represent the business segments of the
Group.
2016 Business segments
Croma
Vigilant
(Guarding)
Segment revenues
Gross profit
Administrative expenses
Amortisation
Depreciation
Profit/(loss) on disposal
Other operating income
Segment operating
profit/(loss)
Segment assets 2016
Segment (liabilities) 2016
Segment net assets 2016
Additions
assets
to
non-current
£000’s
14,286
1,927
(1,197)
-
(40)
-
-
690
3,312
(1,444)
1,868
21
2015
(restated)
Business
segments
Croma
Vigilant
(Guarding)
Segment revenues
Gross profit
Administrative expenses
Amortisation
Depreciation
Profit/(loss) on disposal
Other operating income
Segment operating
profit/(loss)
Segment assets 2015
Segment (liabilities) 2015
Segment net assets 2015
Additions
assets
to
non-current
£000’s
12,497
1,610
(1,103)
-
(43)
(2)
-
462
2,458
(901)
1,557
60
Croma
Biometric
(FastVein™)
Croma
Locksmiths
(Locks)
Central
Costs
Total
£000’s
170
50
(253)
(50)
-
-
-
(253)
58
-
58
-
£000’s
2,307
842
(621)
(110)
(27)
-
23
107
5,205
(839)
4,366
129
Croma
Biometric
(FastVein™)
Croma
Locksmiths
(Locks)
£000’s
127
41
(222)
(22)
-
-
-
(203)
118
-
118
32
£000’s
1,176
589
(440)
(77)
(6)
-
27
93
2,016
(190)
1,826
1
£000’s
-
-
(714)
-
-
-
-
(714)
577
(678)
(101)
£000’s
19,031
3,890
(3,315)
(241)
(109)
(10)
23
238
13,537
(3,516)
10,021
-
298
Central
Costs
£000’s
-
-
Total
£000’s
15,829
3,276
(513)
(2,813)
-
-
-
-
(513)
1,740
(198)
1,542
-
(185)
(81)
(2)
27
222
10,606
(1,682)
8,924
133
Croma
Security
Systems
(Alarms)
£000’s
2,268
1,071
(530)
(81)
(42)
(10)
-
408
4,385
(555)
3,830
148
Croma
Security
Systems
(Alarms)
£000’s
2,029
1,036
(535)
(86)
(32)
-
-
383
4,274
(393)
3,881
40
34
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
3. Segmental Reporting (continued)
Revenues
Security personnel services
Keyholding income
Sale of goods & Installation Services
Monitoring maintenance & Service fees
Other income
4. Expenses
Auditors’ remuneration:
Audit of parent company and consolidated financial information payable to Nexia
Smith & Williamson
Audit of parent company and consolidated financial statements payable to Grant
Thornton
Audit of company’s subsidiaries pursuant to legislation payable to Grant Thornton
Research and development
Amount of inventory expensed as cost of sales
Operating lease expense
Depreciation
Amortisation
Loss/(profit) on disposal of property, plant and equipment
2016
2015
£000’s
14,102
141
4,170
575
43
19,031
£000’s
12,309
146
2,637
694
43
15,829
2016
£000’s
2015
£000’s
32
-
-
-
82
1,922
230
109
241
10
32
13
43
1,322
139
81
185
(2)
35
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
5. Finance Income and Expense
Finance Income
Interest on cash deposits
Finance Expense
Interest paid on factoring arrangements
Interest on hire purchase agreements
6. Staff and Staff Costs
The average monthly number of persons (including Directors) employed by the
Group during the period was:
Management and administration
Service and product provision
Staff costs (for the above persons):
Wages and salaries
Pension
Social security costs
The average monthly number of persons (including Directors) employed by the
Parent Company during the period was:
Management and administration
2016
£000’s
2015
£000’s
-
-
53
8
61
27
5
32
2016
No.
2015
No.
41
526
567
32
481
513
£000’s
£000’s
13,443
85
1,185
14,713
11,017
-
1,026
12,043
No.
4
No.
3
36
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
7. Directors' and key management personnel remuneration
2016
S J F Morley
R M Fiorentino
A Tetley (resigned 29 April 2016)
A N Hewson
M Whettingsteel (appointed 8 December 2015)
R Juett (appointed 18 April 2016)
Lord James Percy
C McMicking
2015
S J F Morley
R M Fiorentino
A Tetley
A N Hewson
Lord James Percy
C McMicking
Estimated
value of
benefits
£000’s £000’s
Fees Pension
£000’s
Salary
£000’s
117
136
74
-
56
7
18
1
2
1
-
-
-
-
-
-
-
18
-
-
-
-
408
-
4
18
36
Estimated
value of
benefits
Salary
£000’s
£000’s £000’s
Fees Pension
£000’s
102
136
75
-
18
-
-
-
-
-
-
331
-
-
-
-
-
18
-
18
36
Total
£000’s
118
138
75
18
56
7
18
18
448
Total
£000’s
102
136
75
18
18
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18
367
No share based payments were made to Directors in 2016 or 2015.
37
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
8. Taxation
Analysis of tax charge in the year
Current year tax
UK corporation tax charge on profit for the year
Adjustments for prior periods
Total current tax
Deferred tax (Note 23)
Current year
Adjustments for prior periods
Tax on profit on ordinary activities
2016 As restated
2015
£000’s
£000’s
71
(1)
70
(39)
(7)
24
31
(9)
22
(45)
(10)
(33)
Factors that may affect future tax charges
Finance Act 2016 includes legislation to reduce the main rate of corporation tax from 20% to 19% from 1
April 2017 and to 17% from 1 April 2020. The bill had Royal Assent on 15 September 2016.
The tax assessed for the year is lower than (2015 – lower than) the standard rate of corporation tax in the UK
of 20% (2015 – 20.75%). The differences are explained below
Factors affecting the tax charge for the year
Profit before taxation
2016
£000’s
177
As restated
2015
£000’s
190
Profit multiplied by the standard rate of taxation of 20 % (2015: 20.75%)
35
39
Effects of:
expenses not deductible for tax purposes
non-taxable income
adjustment to tax charge for previous periods
Total tax charge/ (credit) for the year
38
2
(5)
7
(17)
(8)
(62)
24
(33)
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
9. Earnings per share
The calculation of the basic earnings per share is based on the profit attributable to ordinary shareholders,
from continuing operations, divided by the weighted average number of shares in issue during the year,
calculated on a daily basis. The calculation of diluted earnings per share is based on the basic earnings per
share adjusted to allow for the issue of shares and the post-tax effect of dividends and interest on the
assumed conversion of all other dilutive options and other potential ordinary shares.
As restated
2015
2016
£000’s
£000’s
Numerator
Earnings for the year on continuing operations and used in basic and
diluted EPS
153
223
Denominator
Weighted average number of shares used in basic EPS (000’s)
16,005
14,866
Weighted average number of shares used in diluted EPS (000’s)
16,012
14,872
Basic earnings per share
Diluted earnings per share:
Pence
Pence
0.96
0.95
1.49
1.49
The difference between the number of shares used in the basic EPS calculation and the diluted EPS calculation
relates only to share options.
10. Dividends
On 4 December 2015 the Directors proposed an interim dividend of 0.4p per share. This dividend was paid
on 4 January 2016. The total cost was £59k.
39
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
11. Business Combinations (Acquisitions)
On 8 December 2015, Croma Security Solutions Group Plc purchased 100% of the share capital of Access
Locksmiths Limited. The acquisition gives the Group a stronger presence on the South Coast with seven
retail locations across that area.
The fair value of net assets acquired is set out below:
Consideration
Less: the fair value of assets:
Customer relationships
Fixed assets
Stock
Trade and other debtors
Cash
Add: the fair value of liabilities
Other creditors
Goodwill
£’000
2,000
(601)
(98)
(430)
(274)
(38)
787
1,346
The residual difference between the total consideration paid and the net value of the recognised assets
acquired has been capitalised as goodwill. The goodwill recognised on the acquisition is mainly attributable
to its workforce skills, property locations and business reputation.
Satisfied by:
Issue of new shares
Cash paid in the year
Cash paid after the year end
Contingent consideration
£’000
1,000
700
100
200
2,000
Net cash flow arising on the acquisition was £750k which represents the initial consideration paid and legal
costs. The contingent consideration of £200k is due within one year and is adjustable depending on the
level of sales achieved within a defined period. The range of potential payments of contingent consideration
could vary from £0 to £200k, however the more likely outcome would be to pay £200k.
If the acquisition of the shares of Access Locksmiths Limited had been completed on the first day of the
financial year, group revenues for the period would have increased by £1,725k and the group profit
attributable to equity holders of the parent would have increased by £67k. The business of Access
Locksmiths Limited contributed £1,690k to the Group’s revenue however due to a poor period of trading
there was a loss of £10k in the period after acquisition.
40
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
12. Goodwill
Cost
At 1 July 2014 & 30 June 2015
Additions
At 30 June 2016
Impairment
At 1 July 2014 & 30 June 2015
Charge for the year
At 30 June 2016
Net book value
At 30 June 2015
At 30 June 2016
Impairment testing
Goodwill
£000’s
5,867
1,346
7,213
-
-
-
5,867
7,213
During the year, goodwill was reviewed for impairment in accordance with IAS 36 "Impairment of Assets".
No impairment charge occurred in the current year (2015: £Nil) as a result of this review. For this review
goodwill was allocated to individual cash generating units (CGU) on the basis of the group's operations.
The carrying value of goodwill by each CGU is as follows:
Croma Security Systems
CSS Locksmiths
Croma Vigilant
Total
Carrying value
2016
Carrying value
2015
£000’s
£000’s
3,339
2,478
1,396
7,213
3,339
1,132
1,396
5,867
41
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
12. Goodwill (continued)
Forecasts, growth and discount rates
The recoverable amount relating to Croma Vigilant, Croma Security and Croma Locksmiths was
determined based on value-in-use calculations, covering a detailed forecast for the five-year period to 30
June 2021, followed by extrapolation of expected cashflows for the remaining useful lives using a 2%
growth rate. The present value for the expected cashflows was determined using a discount rate of 11.4%
(2015: 11.4%) to each year, to reflect appropriate adjustments relating to market risk, specific risk factors
and the weighted average cost of capital.
Cashflow assumptions
Croma Vigilant
The business has achieved strong growth since June 2012, and 2016 turnover is 66.4% higher than in 2012.
The Board however accept the assumptions below:
Revenue to grow at 2% per annum (2015: 4%)
Direct costs to increase at 2.5% per annum (2015: 2.5%)
Indirect costs to increase at 2% per annum (2015: 3%)
Based on these assumptions the net present value of future cashflows was £4,950k
Croma Security and Croma Locksmiths
Both business have retained the growth forecasts adopted for the prior year based on the assumptions below:
Revenue growth of 3% (2015: 3%)
Direct cost growth of 2.5% (2015: 2.5%)
Indirect costs growth of 2% (2015: 2%)
Based on these assumptions, net present value of future cashflows is:
Croma Security -
Croma Locksmiths
£4,655k
£3,829k
-
Sensitivities
The Directors have applied sensitivity analysis to future cashflows to estimate the likelihood of future
impairment. This analysis shows that even if long term growth were turn negative by 1% (which the
Directors consider unlikely), there would be sufficient headroom to suggest no impairment adjustment
would be necessary.
Having considered the above sensitivities, the Board are of the opinion that the forecasts have been prepared
on a prudent basis with sufficient headroom to indicate that no impairment adjustment is required at 30
June 2016.
42
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
13. Other intangible assets
Fair value
At 30 June 2014
Additions
At 30 June 2015
Additions
At 30 June 2016
Amortisation
At 1 July 2014
Charge for the year
At 30 June 2015
Charge for the year
At 30 June 2016
Carrying value at 30
June 2015
Carrying value at
30 June 2016
R&D
£000’s
Customer
relationships
Brands
Software
Licences
Brand
Royalties
Total
£000’s
£000’s
£000’s
£000’s
£000’s
-
84
84
-
84
-
-
-
29
29
84
55
1,126
295
222
-
-
-
1,126
295
222
601
-
-
1,727
295
222
399
126
525
155
680
601
1,047
66
29
95
29
124
200
171
50
22
72
22
94
150
128
31
-
31
-
31
17
8
25
6
31
6
-
1,674
84
1,758
601
2,359
532
185
717
241
958
1,041
1,401
The other intangible assets additions relate to the acquisition of Croma Locksmiths & Security Solutions
(formerly Access Locksmiths) in December 2015. The balance of the intangible assets were acquired with
the business of CSS Total Security and CSS Locksmiths in March 2012.
At the year end the Directors reviewed intangible assets for impairment;
Customer relationships
Customer relationships extant at the date of acquisition were considered. A forecast was prepared of future
gross revenues from the relationships after giving due consideration to historic attrition rates. A discount
rate of 11.40% (2015: 11.40%) (relating to market risk, specific risk factors and weighted average cost of
capital) was then applied to give the present value of these future cashflows.
No impairment adjustment has been found to be necessary against the carrying value of customer
relationships acquired with neither the business of CSS Total Security Limited nor the business of CSS
Locksmiths Limited or Croma Locksmiths & Security Solutions. The useful lives as noted in the
accounting policies were considered appropriate.
Customer relationships with a net book value of £480K have a remaining life of 4.5 years. Customer
relationships with a net book value of £567K have a remaining life of 9.5 years.
43
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
13. Other intangible assets (continued)
Brands
The brand of Croma Locksmiths is enduring within its locality. An assessment of the brand value was
made by applying a comparable third party royalty rate of 7.5% to forecast turnover using a nil rate growth
model. After-tax revenues of the remaining estimated useful life of 6 years were then valued using the
same discount factor noted above and no impairment adjustment to the carrying value of the brand was
considered necessary. The useful life of the asset as noted in the accounting policy note was considered
appropriate.
Software licence
The software licence continues to be valued using an estimate of the costs which would be necessary to re-
create the software if it had to be re-written. The Directors have considered the future revenue streams
which might derive from fully exploiting the software licence and consider the carrying value of the licence
not to be impaired at 30 June 2016. The useful life of the asset as noted in the accounting policy note was
considered appropriate.
Royalties
An assessment was made of the brand royalties (franchise fees) receivable using the same discounted
cashflow methods described above. No impairment triggers were identified. The useful life of the asset
as noted in the accounting policy note was considered appropriate.
Research and Development
The Group has been researching the feasibility and commercial applicability of biometric identity solution
based around Finger Vein recognition. In June 2015 the project to develop a specific time and attendance
package was completed. This constituted a discrete research area within the overall programme. Since year
end there have been sufficient sales to give confidence that all the conditions required under IAS 38
Intangible Assets have been met. The Directors have assessed forecast cashflows for the next 12 months
and consider there is no impairment to the assets at the balance sheet date. The estimated useful life, over
which the asset will be amortised, is three years.
44
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
14. Property, plant and equipment
Cost
At 1 July 2014
Additions
Disposals
At 30 June 2015
Additions
Assets acquired on business combination
Disposals
At 30 June 2016
Depreciation
At 1 July 2014
Charge for the year
On disposals
At 30 June 2015
Charge for the year
On disposals
At 30 June 2016
Carrying value at 30 June 2015
Carrying value at 30 June 2016
Fixtures,
fittings,
Plant and
equipment
£000’s
Freehold
property
£000’s
Motor
vehicles
£000’s
Total
£000’s
67
13
-
80
-
41
-
121
32
2
-
34
4
-
38
46
83
308
11
-
319
36
12
-
367
210
20
-
230
34
-
264
89
103
355
109
(95)
369
164
45
(225)
353
158
59
(45)
172
71
(146)
97
197
256
730
133
(95)
768
200
98
(225)
841
400
81
(45)
436
109
(146)
399
332
442
Motor vehicles include the following amounts where the assets are held under a hire purchase agreement:
At 30 June - Cost
Accumulated depreciation
Net book value
2016
£000’s
261
(67)
194
2015
£000’s
122
(49)
73
The Group leases various vehicles and machinery under non-cancellable hire purchase agreements. Their
lease terms are up to four years, and ownership of the assets lies with the Group.
15. Inventories
Raw materials and consumables
2016
£000’s
2015
£000’s
643
237
Raw materials and consumables of £1,922k (2015: £1,322k) were expensed through the comprehensive
income statement during the year
45
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
16. Trade and other receivables
Trade receivables
Allowance for doubtful debts
Net trade receivables
Other receivables
Prepayments
Total trade and other receivables
2016
£000’s
3,203
(35)
3,168
24
254
As restated
2015
£000’s
2,067
(29)
2,038
73
179
3,446
2,290
Owing to the short term nature of the trade receivables, their fair value is the same as the book value. An
allowance for impairment is made where there is an identified event which, based on previous experience,
is evidence of a reduction in the recoverability of the outstanding amount.
Bad debts (recovered) /written off during the year
2016
£000’s
2015
£000’s
14
(20)
The level of credit risk is, in the view of the Board, generally low, due to a wide mix of clients in different
trade sectors. The maximum exposure to credit risk at the reporting date is the carrying value of each class
of receivable set out above. No interest is charged on receivables within agreed credit terms. Thereafter,
interest may be charged. There are only immaterial debts due in excess of credit terms. The Directors of
the Group and the subsidiaries review debt collection rates at each Board meeting and close attention is
paid to collection of debt and credit control.
Age Profile
Debts past due but not impaired
Under 60 days
60- 90 days
Over 90 days
2016
As restated
2015
£000’s
481
36
13
530
£000’s
78
9
107
194
46
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
17. Financial Risk Management Objectives
2016
Trade and other receivables
Cash
Total
2015 As restated
Trade and other receivables
Cash
Total
18. Cash and cash equivalents
Cash at bank and in hand
19. Trade and other payables
Trade payables
Other payables
Other taxes and social security
Corporation Tax Liability
Accruals and deferred income
Total trade and other payables, excluding loans and
borrowing classified as financial liability measured at
amortised cost
Interest bearing loans and borrowings due within 1 year
Finance lease liabilities (due in less than 1 year)
Invoice discounting facilities
Finance lease liabilities (due in 1 to 5 years)
Other payables > 1 year
47
Loans and Receivables
£000’s
Non-financial
assets
£000’s
3,192
392
3,584
Loans and Receivables
£000’s
2,111
839
2,950
254
-
254
Non-financial
assets
£000’s
179
-
179
2016
£000’s
392
2015
£000’s
839
2016
£000’s
585
391
976
840
54
563
As restated
2015
£000’s
238
66
304
578
-
489
2,433
1,371
2016
£000’s
101
539
640
£000’s
56
84
140
2015
£000’s
27
-
27
£000’s
40
-
40
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
20. Interest rate and liquidity risk
Interest rate sensitivity
Weighted
average
effective
interest rate
Less than
1 month or
on demand
1 –12
months
1 – 3
years
Total
2016
Fixed rate
Trade payables
Other payables
Finance lease obligations
Accruals and deferred income
Floating rate
Invoice discounting facility
Total
%
£000’s
£000’s
£000’s
£000’s
4.7
11.4
-
2.8
592
-
-
-
592
300
84
101
563
55
29
56
-
947
113
157
563
539
1,587
-
140
539
2,319
Weighted
average
effective
interest rate
Less than
1 month or
on demand
1 –12
months
1 – 3
years
Total
2015 As restated
Fixed rate
Trade and other payables
Finance lease obligations
Accruals and deferred income
Floating rate
Invoice discounting facility
Total
%
£000’s
£000’s
£000’s
£000’s
0
10.3
0
2.8
304
-
-
-
304
-
27
489
-
516
-
40
-
-
40
304
67
489
-
860
21. Contingent Liabilities
There are no contingent liabilities either at the year-end or up to the date of signing the financial statements.
48
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
22. Deferred Tax
The movement on the deferred tax account is shown below:
At 1 July 2015
Adjustment for prior year
Accelerated capital allowances
Short term temporary differences
2016
£000’s
244
(7)
(39)
-
2015
£000’s
299
(55)
-
-
Arising on fair value adjustments recognised on business combination
At 30 June 2016
105
303
-
244
The deferred tax provision at 30 June comprises the following temporary
differences
Capital allowances in advance of depreciation
Arising on fair value adjustments recognised on business combination
198
105
303
244
-
244
At 30 June 2016 deferred tax has been provided at a rate of 18%.
The Group has tax losses of approximately £1.8M (2015: £1.8M) to carry forward. The potential deferred
tax asset arising on these tax losses of £322K (2015: £360K) has not been recognised as it is doubtful that
they will be utilised in the foreseeable future.
23. Share capital
Authorised, allotted, called up and fully paid:
16,893k (2015 - 14,866k) Ordinary shares of 5 pence each
2016
£000’s
2015
£000’s
844
743
Issued and fully paid
2016
Number
000’s
2016
£000’s
2015
Number
000’s
2015
£000’s
Ordinary shares of 5 pence each at beginning of year
14,866
743
14,866
Ordinary shares of 5 pence each at end of year
16,893
844
14,866
743
743
The Group operates CSSG Share Option Scheme 2014 (the Scheme), which is a share option scheme
approved by HMRC. The scheme was initiated on 28 May 2014. The Scheme is open to all employees.
Options are granted by the Board taking into account the need to motivate, retain and recruit high calibre
employees and with regard to the contribution that such employees are expected to make in achieving the
Group’s objectives.
Employment Options vest and become exercisable on the fifth anniversary of date of grant, and lapse on
the earlier of cessation of employment (or 6 months thereafter if options have vested at cessation date) or
the 10th anniversary of date of grant.
49
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
23. Share Capital (continued)
During the current year, no options were granted. During the year ended 30 June 2015, no options were
granted. During the current year 15,000 options lapsed. During the year ended 30 June 2015, no options
lapsed.
Share options in issue at 1 July 2015
Lapsed in year
Share options in issue at 30 June 2016
57,000
(15,000)
42,000
Exercise price in respect of all share options
28.5 pence
The fair value of Employment Options was estimated at the date of grant using a Black-Scholes option
pricing model. The following assumptions have been used in calculating the fair value of share options:
Valuation method
Risk free interest rate
Expected life (average years)
Expected volatility
Dividend yield
At date of grant
Black-Scholes
2%
5
60%
0%
The charge to the Income statement in the year was £3k (2015: £3k)
24. Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Share Premium
Merger Reserve
Retained Earnings
Ordinary Shares
Company Share Option Scheme
Amount subscribed for share capital in excess of
nominal value
less related professional and
regulatory fees.
The merger reserve arose on the acquisition of the
CSS Group to the extent that this was funded by the
issue of new shares.
Cumulative net gains and losses recognised in the
statement of comprehensive income less amounts
distributed to shareholders.
Amount subscribed for share capital at nominal
value.
This represents the change in equity relating to the
issue of company share options in the year.
50
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
25. Related party transactions
Identity of related parties
The Parent Company has a controlling related party relationship with its subsidiary companies. The Group
has a related party relationship with its Directors, executive officers, pension funds and trusts, who with
their immediate relatives control 40.7% of the voting shares.
Rental of Premises
R M Fiorentino and his family are beneficiaries of the County Access Systems Limited Retirement Benefits
Scheme from which the Group leases trading and ex-trading premises. The total rental on these premises
was £88,000 (2015: £88,000).
Acquisition consideration
On 8 December 2015 the Company acquired the entire share capital of Access Locksmiths Limited from
M Whettingsteel. The consideration comprised a fixed element of £1.8M, satisfied by the issue of
2,027,027 new ordinary shares and £800,000 in cash. In addition, there is up to a further £200,000 which
may be payable in cash after 31 December 2016, subject to meeting earn out targets. During the year all of
the new ordinary shares were issued and £700,000 of the cash element was settled. At the year-end £100,000
of the cash element and £200,000 (the maximum amount payable) of the earn-out consideration is held in
“other creditors”.
Director’s loans
As part of the acquisition mentioned above the Group took on a loan of £162,000 from M Whettingsteel
carrying an interest rate of 5.13% per annum. This loan is being repaid in equal monthly instalments of
£7,000. During the year £49,000 was repaid to M Whettingsteel together with £3,759 of interest. At the
year-end £113,000 remained outstanding.
Salaries paid to close family members
During the year salaries totalling £95,794 (2015 £75,517) were paid to close family members of key
management personnel
26. Operating lease commitments
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Land & Buildings
No later than 1 year
Between 1 and 5 years
Over 5 years
Other operating leases
No later than 1 year
Between 1 and 5 years
Over 5 years
Total
51
2016
£000’s
2015
£000’s
167
416
404
987
86
76
-
162
1,149
74
186
66
326
19
46
-
65
391
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
27. Notes supporting the cash flow statement
Net changes in working capital
(Increase) in inventories
(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables
Cash and cash equivalents
Cash at bank and in hand
28. Prior year restatement
2016
£000’s
(406)
(1,156)
890
(672)
2016
£000’s
392
392
As restated
2015
£000’s
(14)
193
(297)
(118)
2015
£000’s
839
839
A review of reserves has been undertaken and as a result a reserve of £422k previously disclosed as an
undistributable reserve has been reclassified as distributable and transferred to retained earnings.
The Board has also identified two significant overstatements in the published accounts for the year ended
30 June 2015.
Firstly, following an administrative error, an intercompany re-charge was processed in Croma Vigilant but
the corresponding cost not reflected in Croma Group. Profit before tax was overstated by £142k as a result.
Secondly, also in Croma Vigilant, after introducing improved electronic processes to record employee’s
accrued holiday entitlement, it was found that the accrual for holiday pay at 30 June 2015 was understated
by £196k. Of this amount, £27k related to the year ended 30 June 2015 and £169k related to periods ending
before 1 July 2014. Profit before tax was overstated by the same amount.
Procedures are now in place to prevent a recurrence of these errors but the Board considers the adjustments
are significant and accordingly the adjustments after associated tax relief have been dealt with in these
accounts by restatement of the prior year comparatives and segmental analysis.
29. Subsidiary audit exemption
The wholly-owned subsidiaries of Croma Security Solutions Group Plc: Vigilant Security (Scotland)
Limited, Photobase Limited, CSS Total Security Limited, CSS Locksmiths Limited and Croma Locksmiths
and Security Solutions Limited are exempt from the requirements of Companies Act 2006 relating to the
audit of individual accounts by virtue of section 479A.
52
INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF CROMA
SECURITY SOLUTIONS GROUP PLC
FOR THE YEAR ENDED 30 JUNE 2016
We have audited the parent company financial statements of Croma Security Solutions Group PLC
for the year ended 30 June 2016 which comprise the parent company Statement of Financial
Position, Cash Flow Statement, Statement of Changes in Equity and related notes. The financial
reporting framework that has been applied in their preparation is applicable law and United
Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including
FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.
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.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 19 the directors
are responsible for the preparation of the parent company financial statements and for being
satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on
the financial statements in accordance with applicable law and International Standards on Auditing
(UK and Ireland). Those standards require us to comply with the Financial Reporting Council’s
(FRC’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting
Council's website at www.frc.org.uk/auditscopeukprivate.
Opinion
In our opinion the parent company financial
statements:
give a true and fair view of the state of the Company's affairs at 30 June 2016
have been properly prepared in accordance United Kingdom Generally Accepted Accounting
Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
53
INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF CROMA SECURITY
SOLUTIONS GROUP PLC (continued)
FOR THE YEAR ENDED 30 JUNE 2016
Opinion on other matter prescribed by the Companies Act 2006
In our opinion 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 parent company
financial statements.
Matters on which we are required to report by exception
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
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.
Other matter
We have reported separately on the Group financial statements of Croma Security Solutions Group
PLC for the year ended 30 June 2016.
Julie Mutton
Senior Statutory Auditor
For and on behalf of
Nexia Smith & Williamson
Cumberland House
15-17 Cumberland Place
Southampton
SO15 2BG
21 November 2016
54
STATEMENTOF FINANCIAL POSITION
FOR THE YEAR ENDED 30 June 2016
Assets
Fixed assets
Investments
Current assets
Debtors
Cash at bank and in hand
Creditors:
Amounts falling due within one year
Net current assets
Total assets less current liabilities
Issued capital and reserves attributable to owners of the
parent
Called-up share capital
Share premium account
Merger reserve
Profit and loss account
Total shareholders' equity
Notes
D
E
F
G
C
2016
£000’s
9,135
9,135
1,362
21
1,383
2015
£000’s
7,209
7,209
3,153
18
3,171
(671)
(1,065)
712
9,847
844
6,129
2,139
735
9,847
2,106
9,315
743
5,230
2,139
1,203
9,315
These financial statements were approved and authorised for issue by the Board of Directors on 21 November
2016 and signed on its behalf by
S J F Morley
Director
Croma Security Solutions Group plc – Company Number: 03184978.
55
STATEMENTOF CASH FLOWS
FOR THE YEAR ENDED 30 June 2016
Cash flows from operating activities
(Loss)/profit before taxation
Provision against investments
Net changes in working capital
Net cash generated from operations
Cash flows from investing activities
Purchase of investments
Dividends received
Net cash used in investing activities
Cash flows from financing activities
Dividends paid
Net cash used in financing activities
Net (decrease) in cash
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of the period
2016
£000’s
(409)
124
777
492
(750)
320
(430)
(59)
(59)
3
18
21
2015
£000’s
1,794
(1,735)
59
-
-
-
(45)
(45)
14
4
18
56
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 June 2016
Share
Capital
Share
premium
Merger
Reserve
Retained
earnings
Undistributable
reserve
At 30 June 2014 as previously stated
£000’s
743
£000’s
5,230
£000’s
2,139
£000’s
(968)
£000’s
422
Prior Year Adjustment
-
-
-
422
(422)
At 30 June 2014 as restated
743
5,230
2,139
(546)
Profit for the year
Dividends paid
At 30 June 2015 as restated
Loss for the year
Dividends paid
Shares issued
At 30 June 2016
The following notes form part of the primary financial statements
-
-
-
5,230
2,139
-
-
899
-
-
-
743
-
-
101
844
1,794
(45)
1,203
(409)
(59)
6,129
2,139
735
57
Total
Equity
£000’s
7,566
-
7,566
1,794
(45)
9,315
(409)
(59)
1,000
9,847
-
-
-
-
-
-
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
A. Significant accounting policies
First time adoption of FRS 102
The financial statements have been prepared under the historical cost convention 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. The first date at which FRS 102 was applied was 1
July 2014.
In accordance with FRS 102 the Company has:
- provided comparative information;
- applied the same accounting policies throughout all periods presented;
- retrospectively applied FRS 102 as required
- applied certain optional exemptions and mandatory exemptions as applicable for first time adopters of
FRS 102.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical
accounting estimates. It also requires management to exercise judgement in applying the Company's
accounting policies.
The policies applied under the entity's previous accounting framework are not materially different to FRS
102 and have not impacted on equity or profit or loss.
Basis of accounting
The separate financial statements of the Company are presented as required by the companies Act 2006.
They have been prepared under the historical cost convention and in accordance with United Kingdom
Accounting Standards and law.
The principal accounting policies are summarised below. They have all been applied consistently
throughout the year and the preceding year.
Going Concern
These financial statements have been drawn up on the going concern basis. The Company made an
operating loss for the year of (£409k) (2015: profit £1,794k)). The Company also received dividends from
its subsidiary undertakings of £320k (2015:£2,230k). The Company's activities are funded by long term
equity capital. The day-to-day operations are funded by cash generated from trading.
In considering the ability of the Company to meet its obligations as they fall due, the Directors have
considered the expected trading and cash requirements of the Company until 31 December 2016.
The Board remains positive about the retention of customers and the outlook for its main trading operations.
The Board's profit and cash flow projections suggest that the Company will meet its obligations as they fall
due.
The financial statements do not reflect the adjustments that would be necessary were the trading
performance of the Company to deteriorate and funding from invoice discounting to become unavailable.
The financial statements do not include the adjustments that would result if the group was unable to continue
as a going concern.
58
NOTES FORMING PART OF THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2016
A. Significant accounting policies (continued)
Investments
Fixed Asset investments in subsidiaries are shown at cost less provision for impairment.
Financial instruments
Financial assets and financial liabilities are recognised on the Company's balance sheet when the Company
becomes a party to the contractual provision of the instrument.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the
assets after deducting all of its financial liabilities.
Where the contractual obligations of the financial instruments (including share capital) are equivalent to a
similar debt instrument they are classified as financial liabilities. Financial liabilities are presented as such
in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the
profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the
outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial
liability then this is classed as an equity instrument. Dividends and distributions relating to equity are
debited direct to equity.
Taxes
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the
statement of financial position date. Timing differences are differences between the Company's taxable
profits and its results as stated in the financial statements that arise from the inclusion of gains and losses
in tax assessments in periods different from those in which they are recognised in the financial statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all
available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from
which the future reversal of timing differences can be deducted.
Deferred tax is measured on a non-discounted basis at the average tax rates that are expected to apply in
the periods in which the timing differences are expected to reverse.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
59
NOTES FORMING PART OF THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2016
B. Judgements in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. The resulting
accounting estimates and assumptions will, by definition, seldom equal the related actual results. The
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
Impairment of investments
Determining whether investments are impaired requires an estimation of future cash flows expected to arise
from the investment and a suitable discount rate in order to calculate the present value. The present values
of those cash flows enable an estimate to be made as to whether or not there has been any impairment.
C. Profit attributable to ordinary shareholders
The Company has taken advantage of the exemption under Section 408 of the Companies Act 2006 from
presenting its own profit and loss account. The loss dealt with in the financial statement of the Company
was £409k (2015: profit £1,794k)
D. Fixed asset investments
Shares in
subsidiary
undertakings
£000’s
7,209
2,050
9,259
-
(124)
(124)
9,135
7,209
Cost
At 1 July 2015
Additions
At 30 June 2016
Impairment
At 1 July 2015
Charge for the year
At 30 June 2016
Net book value at 30 June 2016
Net book value at 30 June 2015
60
NOTES FORMING PART OF THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2016
D. Fixed asset investments (continued)
Company
% ordinary
shareholding
(Scotland)
100% directly
Vigilant Security
Limited
Photobase Limited 100% directly
100% directly
CSS Total Security Limited
55% directly, 45% indirectly
CSS Locksmiths Limited
100% directly
Croma Locksmiths & Security
Solutions Limited
Nature of business
Asset protection and security
training
Biometric entry systems
CCTV & security systems
Locksmithing, Keys and Safes
Locksmithing, Keys and Safes
In order to accurately assess any potential impairment of investments, the carrying value of the investment
in all companies transferred is considered together against the future cash flows and net asset position of
those companies which received the trade and net assets.
E. Debtors
Amounts due from subsidiary undertakings, repayable on demand
Prepayments
F. Creditors: Amounts falling due within 1 year
Amounts due to subsidiary undertakings, repayable on demand
Other creditors
Other taxes and social security
Accruals and deferred income
2016
£000’s
1,350
12
1,362
2015
£000’s
3,130
23
3,153
2016
£000’s
246
358
67
-
671
2015
£000’s
1,029
32
4
-
1,065
61
NOTES FORMING PART OF THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2016
G. Share Capital
Authorised, allotted, called up and fully paid:
16,893k (2015 - 14,866k) Ordinary shares of 5 pence each
Issued and fully paid
2016
£000’s
844
2015
£000’s
743
2016
Number
000’s
2016
2015
Number
2015
£000’s
000’s £000’s
Ordinary shares of 5 pence each at beginning of year
Ordinary shares of 5 pence each at end of year
14,866
16,893
743
844
14,866
14,866
743
743
Rights attaching to shares
The holders of the ordinary shares of 5 pence each are entitled to receive dividends and a return of capital on
liquidation as well as attend and vote at a general meeting of the Company.
Share option scheme
In 2014 the Group instigated and Approved Company Share Option Scheme. Details are in Note 23 of the
consolidated accounts.
62
NOTES FORMING PART OF THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2016
H. Related party transactions
Identity of related parties
The Parent Company has a controlling related party relationship with its subsidiary companies. The Group
has a related party relationship with its Directors, executive officers, pension funds and trusts, who with their
immediate relatives control 40.7% of the voting shares.
The services of certain non-executive Directors were provided to the Company and in the following amounts
which are also disclosed in note 7 of the Group accounts:
Services provided by Grosvenor Equity Managers Limited and Carlin Ventures
Limited for which A N Hewson is a director and which has been accounted for
as Directors’ remuneration.
2016
£000’s
2015
£000’s
18
18
Services provided by Coburg Capital Limited for which C McMicking is a
director and which has been accounted for as Directors’ remuneration.
18
18
During the year the Company provided administrative services to subsidiary undertakings totalling £316k
(2015 - £110k Restated)
At 30 June 2016, the Company was owed £720k by Vigilant Security Scotland Limited (2015: (£156k)),
£100k by Photobase Limited (2015: £839k), £299k by CSS Total Security Limited (2015: (£338k)) and £12k
by Croma Locksmith & Security Solutions (2015: £nil). At 30 June 2016 the Company owed CSS Locksmiths
Limited £299k (2015: £nil)
During the year the Company received dividends from its subsidiary companies of:
Vigilant Security Services (Scotland) Limited
CSS Total Security Services Limited
Total
£ 150k
£ 170k
£ 320k
I. Prior year adjustment
A review of reserves has been undertaken and as a result a reserve of £422k previously disclosed as an
undistributable reserve has been reclassified as distributable and transferred to retained reserves.
63