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REGISTERED NUMBER: 05803712 (England and Wales)














Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 28 February 2023

for

JT GROUP (UK) LIMITED

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)






Contents of the Financial Statements
for the year ended 28 FEBRUARY 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Income and Retained Earnings 9

Balance Sheet 10

Notes to the Financial Statements 11


JT GROUP (UK) LIMITED

Company Information
for the year ended 28 FEBRUARY 2023







DIRECTORS: A D Norford
L M Walker





SECRETARY: L M Walker





REGISTERED OFFICE: Units 1-4
Whitehall Industrial Estate
Ashfield Way, Farnley
Leeds
West Yorkshire
LS12 5JB





REGISTERED NUMBER: 05803712 (England and Wales)





AUDITORS: Just Audit Limited
Chartered Accountants
& Statutory Auditors
Strelley Hall, Strelley
Nottingham
NG8 6PE

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Strategic Report
for the year ended 28 FEBRUARY 2023

The directors present their strategic report for the year ended 28 February 2023. The directors in preparing the strategic report have complied with s414c of the Companies Act 2006.

REVIEW OF BUSINESS
The Company continues to be a non trading holding company. As the sole purpose of this company is as a parent company, the commentary which follows refers principally to the trading company below it, Just Trays Limited. During the year under review the business had extreme price increases across all materials used within the operation, especially for the first half of the year. Raw material prices did settle, at the higher level, during the second half of the year under review. The business had to react in the market to the extreme price pressure and as such some of the raw material price increases were passed on to our customer base, albeit with a delayed timing due to notice periods within customer contracts. Raw material costs were also impacted in the year due to the full year effect of the raw material increases that took effect in the previous financial year.

The overall impact of the raw material price increases was the main driver behind the lower-than-expected trading performance.

The year under review was also impacted by the increase in the national living wage of c6.6% in early 2022. This increase was offset due to labour efficiencies made during the year.

The order book has remained relatively constant throughout the year; however, the business has reduced its lead times back to standard within the year under review.

This resulted in a negative EBITDA for the year under review of £903,612. The business had net assets of £141,852 at the end of the year, which given the results of the year is in line with management expectations.

However, given the impact of the raw material price increases the directors consider the results for the year to be fair. The directors also consider that the business is now set up for the forthcoming year. The directors are aware of the economic situation in the UK; however, the order book continues to be strong for both the UK and our European customers and it is envisaged that the next financial year should see the business return to a positive EBITDA .

PRINCIPAL RISKS AND UNCERTAINTIES
Strategic, financial, commercial, operational, social, environmental, and ethical risks are all considered as part of the group's controls, which are designed to manage rather than eliminate the risk of failure to achieve business objectives. Therefore, they can only provide reasonable, not absolute assurance against material misstatement or loss.

Although at present there are no immediate risks considered likely to have a significant impact on the short- or long-term value of the company, the principal risks identified in respect of its trading subsidiary Just Trays Limited are as follows:

o Liquidity Risks
Just Trays Limited has net current liabilities of £2,576,347 (2022: £1,501,513 liabilities). Management has reviewed future cash flows, and considers that the company has access to sufficient cash facilities to enable it to continue to meet its liabilities as they fall due.

o Market Risks
Given the current economic climate, with the backdrop of the war in Ukraine, inflation and interest rates, Just Trays Limited has taken various measures to reduce its cost base to minimise any risk.

o Credit Risks
Just Trays Limited's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debts, estimated by the management based on prior experience, the current economic environment or specific customer issues.

The company has implemented policies that require appropriate credit checks on potential customers or review of existing customer credit history before a sale is made together with having in force a credit insurance policy.


JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Strategic Report
for the year ended 28 FEBRUARY 2023

KEY PERFORMANCE INDICATOR
The Company is a holding company only and as such the board review the carrying value of the investment, based on the overall financial performance of its trading subsidiary, Just Trays Limited. The subsidiary's key performance indicators during the period were as follows:


2023 2022
£'000 £'000
Turnover 23,869 21,509
Gross profit margin 15.58% 20.04%
EBITDA (904) (78)

As stated above the largest impact on the financial results for the year to 28 February 2023 was the cost increases on raw materials. Some of these had to be passed on to our customer base, always with a delay, which resulted in the reduction to the gross profit margin.

As shown above the sales achieved in the year to 28 February 2023 were £23.9m, an increase of 10.97% on the previous year.

According to figures received from the Bathroom Manufacturers' Association the market increased by c3.9% for the year under review and so the business's overall sales increase is above that of the overall bathroom market.

ON BEHALF OF THE BOARD:





A D Norford - Director


31 October 2023

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Report of the Directors
for the year ended 28 FEBRUARY 2023

The directors present their report with the financial statements of the company for the year ended 28 February 2023.

DIVIDENDS
No dividends will be distributed for the year ended 28 February 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 March 2022 to the date of this report.

A D Norford
L M Walker

Other changes in directors holding office are as follows:

E Usten - resigned 24 August 2022

CHANGE OF OWNERSHIP DURING THE YEAR
During the year, there has been a change to the ownership of the ultimate parent company. Further details can be found in note 12 to the accounts.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Report of the Directors
for the year ended 28 FEBRUARY 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





A D Norford - Director


31 October 2023

Report of the Independent Auditors to the Members of
JT Group (UK) Limited

Opinion
We have audited the financial statements of JT Group (UK) Limited (the 'company') for the year ended 28 February 2023 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 28 February 2023;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
JT Group (UK) Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
JT Group (UK) Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Rachel Davis BA FCA (Senior Statutory Auditor)
for and on behalf of Just Audit Limited
Chartered Accountants
& Statutory Auditors
Strelley Hall, Strelley
Nottingham
NG8 6PE

31 October 2023

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Statement of Income and
Retained Earnings
for the year ended 28 FEBRUARY 2023

2023 2022
Notes £    £   

TURNOVER - -
OPERATING PROFIT and
PROFIT BEFORE TAXATION - -

Tax on profit 5 - -
PROFIT FOR THE FINANCIAL YEAR - -

Retained earnings at beginning of year 938,228 938,228

RETAINED EARNINGS AT END OF
YEAR

938,228

938,228

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Balance Sheet
28 FEBRUARY 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Investments 6 3,700,000 3,700,000

CURRENT ASSETS
Debtors 7 156,390 156,390

CREDITORS
Amounts falling due within one year 8 2,092,804 2,092,804
NET CURRENT LIABILITIES (1,936,414 ) (1,936,414 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,763,586

1,763,586

CAPITAL AND RESERVES
Called up share capital 9 833,333 833,333
Treasury shares 10 (7,975 ) (7,975 )
Retained earnings 10 938,228 938,228
SHAREHOLDERS' FUNDS 1,763,586 1,763,586

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2023 and were signed on its behalf by:





A D Norford - Director


JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Notes to the Financial Statements
for the year ended 28 FEBRUARY 2023

1. STATUTORY INFORMATION

JT Group (UK) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of JT Group (UK) Limited is pounds sterling.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirement of paragraph 3.17(d).

Group financial statements
The financial statements contain information about JT Group (UK) Limited as an individual company and do not contain consolidated financial information as the parent of the group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent, Brand K Holdings Limited, Thistledown Barn, Holcot Lane, Sywell, Northampton, NN6 0BG. This is both the smallest and largest group in which JT Group (UK) Limited's accounts are consolidated.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group, on the grounds that consolidated financial statements for the year ended 28th February 2023 of its ultimate parent company, Brand K Holdings Limited are publicly available.

Investments in subsidiaries
Investments in subsidiaries are measured at cost less impairment. For investments in subsidiaries acquired cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Notes to the Financial Statements - continued
for the year ended 28 FEBRUARY 2023

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Finance costs
Finance costs of debt are recognised in the Statement of Comprehensive Income over the term of such instruments at a constant rate on the carrying amount.

Going concern
The Company's business activities, together with the factors likely to affect its future development and position, are reliant on the results and activities of the group.

These financial statements have been prepared on a going concern basis, which the directors believe to be appropriate. Some group companies have incurred losses in this financial period. Some members of the group provide cross-company guarantees to secure group debts. The owner of the group, who is also Managing Director, has confirmed the group will continue to provide financial support for loss-making companies in the group. The directors have reviewed the latest group forecasts for the following year and have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Therefore, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Income from shares in group undertakings
Dividend income from group undertakings is recognised when the shareholders' rights to receive payments have been established (provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably).

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Notes to the Financial Statements - continued
for the year ended 28 FEBRUARY 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 of the Company after deducting all of its liabilities.

(i) Financial assets and liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

Other debt instruments not meeting these conditions are measured at fair value through profit or loss.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some but not all of the significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described in note 2, management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of assets
The directors regularly review factors likely to impact the value or recoverability of assets held by the Company. In conducting their review they consider both internal and external sources of information as well as past experiences and market conditions. As far as the directors are aware there are no prevailing indications that assets held without impairment require one, or where an impairment has already been made that amount of that impairment requires adjustment.

The directors conclude there are no other critical judgements or key sources of estimation uncertainty.

4. EMPLOYEES

There were no staff costs for the year ended 28 February 2023 (2022 - none).

The average number of employees during the year was nil (2022 - nil).

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Notes to the Financial Statements - continued
for the year ended 28 FEBRUARY 2023

All directors' emoluments are charged through another group company, Just Trays Limited, no amounts are considered to be attributable in respect of qualifying services.

5. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 28 February 2023 nor for the year ended 28 February 2022.

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 March 2022
and 28 February 2023 12,539,000
PROVISIONS
At 1 March 2022
and 28 February 2023 8,839,000
NET BOOK VALUE
At 28 February 2023 3,700,000
At 28 February 2022 3,700,000

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Just Trays Limited (05113567)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Manufacturer of shower trays
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 141,852 1,264,164
Loss for the year (1,122,312 ) (530,337 )

Ensco 515 Limited (05808766)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Non trading
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 100 100

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Notes to the Financial Statements - continued
for the year ended 28 FEBRUARY 2023

6. FIXED ASSET INVESTMENTS - continued

Choice Criteria Limited (04190831)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 529,816 529,816

Shares are held by a subsidiary undertaking, Just Trays Limited.

Solid Sights Limited (02181469)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 529,784 529,784

Shares are held by a subsidiary undertaking, Choice Criteria Limited.

JT Wetrooms Limited (06844199)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 1 1

All companies above are incorporated in England and Wales.

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed by group undertakings 156,390 156,390

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed to group undertakings 2,092,804 2,092,804

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Notes to the Financial Statements - continued
for the year ended 28 FEBRUARY 2023

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

The Company has the following securities at the balance sheet date:

Shawbrook Bank Limited holds a fixed and floating charge over the assets of the Company in respect of the Brand K Group facility of up to £23.6m (2022 - £23m). The group facilities include invoice discounting over receivables of up to £21.5m (2022 - £20m), in aggregate with the inventory facility, which is up to £5m (2022 - £5m), a cashflow facility of up to £1.16m (2022 - £3m) and a hire purchase agreement with a purchase price of £1m (2022 - £1m). The cashflow facility is repayable in 36 monthly instalments. The advance rate for the invoice discounting facility is 85%. There is a group cross company guarantee in place as security for the charge. The bank also holds a right of group set-off.

Post year end, the group entered a new facility agreement up to £32.9m. It includes invoice discounting over receivables of up to £29.5m, in aggregate with the inventory facility up to £5m, a cashflow facility of up to £3.4m and a hire purchase agreement with a purchase price of £1m.

The total balances secured at the year end across the group are as follows: confidential invoice discounting facility: £14.1m (2022 - £13.5m), inventory facility: £3.2m (2022 - £2.7m), cashflow facility: £1.2m (2022 - £2.2m) and hire purchase balance: £0.7m (2022 - £0.7m).

Bridgewood Holdings Limited and SL2 Prop Co Limited hold a fixed and floating charge over all property of Summerbridge Holdings Limited, a subsidiary of Brand K Holdings Limited. Brand K Holdings Limited and its other subsidiaries act as guarantors over the loans in Summerbridge Holdings Limited, which totalled £483,659 as at 28 February 2023.

9. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
83,333,330 Ordinary 1p 833,333 833,333

10. RESERVES

Retained Earnings
The retained earnings reserve includes current and cumulative prior period profits and losses, less dividends.

Share Capital
The called-up share capital represents the nominal value of the shares that have been issued.

Treasury Shares
The treasury shares arose in connection with the Employee Benefit Trust (EBT), a discretionary trust established to facilitate the operation of the Group's long term incentive scheme for senior management. The amount of the reserve represents the deduction in arriving at shareholders' funds for the consideration paid for the Company's shares purchased by the trust which had not vested unconditionally in employees at the balance sheet date.

The number and market value of the ordinary shares held by the EBT the end of the current and preceding year was nil. None of these shares were under option to employees or had been conditionally gifted to them at the balance sheet date.

11. RELATED PARTY DISCLOSURES

The Company has taken advantage of the exemptions available under FRS102 section 33.1A not to report transactions with wholly owned group members.

JT GROUP (UK) LIMITED (REGISTERED NUMBER: 05803712)

Notes to the Financial Statements - continued
for the year ended 28 FEBRUARY 2023

12. ULTIMATE CONTROLLING PARTY

The immediate parent company of the entity is JT Holdings (UK) Limited which owns 100% of the ordinary share capital of the company. This company is incorporated in the United Kingdom and registered in England and Wales. The registered office is the same as for the company.

At 28 February 2022, the ultimate parent company was Brand K Limited, a company under the control of the board of directors, with no one individual being an ultimate controlling party.The registered office address being Thistle Down Barn, Holcot Lane, Sywell, Northampton, NN6 0BG.

On 24 August 2022, Brand K Limited was acquired by Brand K Holdings Limited, a company under the control of Alex Norford.

At 28 February 2023, the ultimate parent company was Brand K Holdings Limited. The registered office for the ultimate parent company was Thistle Down Barn, Holcot Lane, Sywell, Northampton, NN6 0BG. The group accounts of Brand K Holdings Limited, which include the results of this company, can be obtained from Companies House.

At 28 February 2023, Brand K Holdings Limited was under the control of Alex Norford.