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COMPANY REGISTRATION NUMBER: 06808702
One Flight Limited
Financial Statements
For the year ended
31 May 2023
One Flight Limited
Financial Statements
Year ended 31 May 2023
Contents
Page
Officers and professional advisers
1
Strategic report
2
Directors' report
4
Independent auditor's report to the members
7
Consolidated statement of comprehensive income
12
Consolidated statement of financial position
13
Company statement of financial position
14
Consolidated statement of changes in equity
15
Company statement of changes in equity
16
Consolidated statement of cash flows
17
Notes to the financial statements
18
One Flight Limited
Officers and Professional Advisers
The board of directors
B Winch
M Crosthwaite
M Freedman
M Winch
S Mayo
Company secretary
B Winch (appointed 29/09/2023)
Registered office
Uston House
Waddington Way
Aldwarke
Rotherham
South Yorkshire
United Kingdom
S65 3SH
Auditor
Streets Audit LLP
Chartered accountants & statutory auditor
Enterprise House
38 Tyndall Court
Commerce Road
Lynch Wood
Peterborough
Cambridgeshire
PE2 6LR
Bankers
HSBC Bank Plc
HSBC House
1 Bond Court
Leeds
United Kingdom
LS1 2JZ
One Flight Limited
Strategic Report
Year ended 31 May 2023
The directors present the strategic report for the year ended 31 May 2023.
Principal activity
The group is a market leading designer, importer and wholesale supplier of design-led giftware and home accessories.
Business review
The directors present their report on the trading performance of the group for the year ending 31 May 2023, which reflects a decrease in turnover to £12.9m (2022: £16.4m). The year has resulted in a reported loss for the year before tax of £520k (2022: profit £33k). This was in line with the Board's expectations considering the significant macro-economic challenges experienced during the period. The overall balance sheet total remains strong at £4.1m and the business continues to operate with negligible third party debt. The group's key performance indicators relate to turnover, gross profit margin, stock levels and working capital management. These indicators are monitored regularly and the Board is satisfied with the results for the trading period since the balance sheet date. Looking ahead, the Board is encouraged by the results for the trading period since the balance sheet date and consider the company to be well placed to make the most of the ongoing opportunities during 2023/24.
Principal risks and uncertainties
The principal risks faced by the business include financial risks such as exposure to foreign currency movements and the risk of bad debt, as explained more thoroughly under 'Financial risk management objectives and policies'. Whilst challenges in the macro environment will remain in 2023/24 the business is well placed to manage these pressures and to continue to successfully trade.
Financial risk management objectives and policies
The group holds or issues financial instruments in order to achieve three main objectives, being: - to finance it operations; - to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and - for trading purposes. In addition, various financial instruments (e.g trade debtors, trade creditors, accruals and prepayments) arise directly from the group's operations. Transactions in financial instruments result in the group assuming or transferring to another party one or more of the financial risks as described below;
Interest rate risk
The group is exposed to interest rate risk on bank accounts and bank borrowings.
Credit risk
The group monitors credit risk closely and considers that its current policies of credit checks meets its objective of managing exposure to credit risk. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts where necessary.
Liquidity risk
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest exposure, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
Currency risk
The group's principal foreign currency exposure arise from trading with and purchasing from overseas companies, primarily in US Dollars. The group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. The hedging activity involves the use of third party foreign exchange instruments.
Corporate and social responsibility
The group recognises its impact, responsibilities and obligations on and towards its environment. The group employs managers who are tasked with meeting all health, safety and environmental regulations.
This report was approved by the board of directors on 7 December 2023 and signed on behalf of the board by:
B Winch
Director
Registered office:
Uston House
Waddington Way
Aldwarke
Rotherham
South Yorkshire
United Kingdom
S65 3SH
One Flight Limited
Directors' Report
Year ended 31 May 2023
The directors present their report and the financial statements of the group for the year ended 31 May 2023 .
Directors
The directors who served the company during the year were as follows:
B Winch
K Bond
M Crosthwaite
M Freedman
M Winch
S Mayo
Dividends
An interim ordinary dividend was paid amounting to £20,000 (2022 - £nil). The directors do not recommend payment of a final dividend.
Disclosure of information in the strategic report
Director's opinions relating to the principal risks and uncertainties of the bsuiness along with future developments are contained within the strategic report.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and 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 judgments 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 7 December 2023 and signed on behalf of the board by:
B Winch
Director
Registered office:
Uston House
Waddington Way
Aldwarke
Rotherham
South Yorkshire
United Kingdom
S65 3SH
One Flight Limited
Independent Auditor's Report to the Members of One Flight Limited
Year ended 31 May 2023
Opinion
We have audited the financial statements of One Flight Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2023 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 May 2023 and of the group's loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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 group's or the parent 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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: Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error,and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and sector in which it operates; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation,data protection, employment, environmental and health and safety legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - inquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to inquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Day
(Senior Statutory Auditor)
For and on behalf of
Streets Audit LLP
Chartered accountants & statutory auditor
Enterprise House
38 Tyndall Court
Commerce Road
Lynch Wood
Peterborough
Cambridgeshire
PE2 6LR
7 December 2023
One Flight Limited
Consolidated Statement of Comprehensive Income
Year ended 31 May 2023
2023
2022
Note
£000
£000
Turnover
4
12,885
16,407
Change in stocks of finished goods and in work in progress
( 1,446)
1,525
Other operating income
5
5
38
---------
---------
11,444
17,970
Raw material and consumables
6,263
9,530
Staff costs
8
2,232
2,643
Depreciation and other amounts written off tangible and intangible fixed assets
43
18
Other operating expenses
1,502
901
Other external charges
1,886
4,826
---------
---------
Operating (loss)/profit
6
( 482)
52
Other interest receivable and similar income
10
1
Interest payable and similar expenses
11
19
19
---------
---------
(Loss)/profit before taxation
( 500)
33
Tax on (loss)/profit
12
( 51)
19
----
----
(Loss)/profit for the financial year and total comprehensive income
( 449)
14
----
----
All the activities of the group are from continuing operations.
One Flight Limited
Consolidated Statement of Financial Position
31 May 2023
2023
2022
Note
£000
£000
Fixed assets
Tangible assets
15
2,138
2,187
Current assets
Stocks
17
4,224
5,700
Debtors
18
2,186
1,377
Cash at bank and in hand
1,312
1,544
-------
-------
7,722
8,621
Creditors: amounts falling due within one year
19
4,282
4,761
-------
-------
Net current assets
3,440
3,860
-------
-------
Total assets less current liabilities
5,578
6,047
Creditors: amounts falling due after more than one year
20
1,415
1,415
Provisions
21
39
39
-------
-------
Net assets
4,124
4,593
-------
-------
Capital and reserves
Called up share capital
25
52
52
Share premium account
26
1,761
1,761
Profit and loss account
26
2,311
2,780
-------
-------
Shareholders funds
4,124
4,593
-------
-------
These financial statements were approved by the board of directors and authorised for issue on 7 December 2023 , and are signed on behalf of the board by:
B Winch
Director
Company registration number: 06808702
One Flight Limited
Company Statement of Financial Position
31 May 2023
2023
2022
Note
£000
£000
Fixed assets
Investments
16
4,379
4,379
Creditors: amounts falling due within one year
19
219
181
----
----
Net current liabilities
219
181
-------
-------
Total assets less current liabilities
4,160
4,198
Creditors: amounts falling due after more than one year
20
925
925
-------
-------
Net assets
3,235
3,273
-------
-------
Capital and reserves
Called up share capital
25
52
52
Share premium account
26
1,761
1,761
Profit and loss account
26
1,422
1,460
-------
-------
Shareholders funds
3,235
3,273
-------
-------
The loss for the financial year of the parent company was £ 18,000 (2022: £ 19,000 ).
These financial statements were approved by the board of directors and authorised for issue on 7 December 2023 , and are signed on behalf of the board by:
B Winch
Director
Company registration number: 06808702
One Flight Limited
Consolidated Statement of Changes in Equity
Year ended 31 May 2023
Called up share capital
Share premium account
Profit and loss account
Total
£000
£000
£000
£000
At 1 June 2021
52
1,761
2,766
4,579
Profit for the year
14
14
----
-------
-------
-------
Total comprehensive income for the year
14
14
At 31 May 2022
52
1,761
2,780
4,593
Loss for the year
( 449)
( 449)
----
-------
-------
-------
Total comprehensive income for the year
( 449)
( 449)
Dividends paid and payable
13
( 20)
( 20)
----
----
----
----
Total investments by and distributions to owners
( 20)
( 20)
----
-------
-------
-------
At 31 May 2023
52
1,761
2,311
4,124
----
-------
-------
-------
One Flight Limited
Company Statement of Changes in Equity
Year ended 31 May 2023
Called up share capital
Share premium account
Profit and loss account
Total
£000
£000
£000
£000
At 1 June 2021
52
1,761
1,479
3,292
Loss for the year
( 19)
( 19)
----
-------
-------
-------
Total comprehensive income for the year
( 19)
( 19)
At 31 May 2022
52
1,761
1,460
3,273
Loss for the year
( 18)
( 18)
----
-------
-------
-------
Total comprehensive income for the year
( 18)
( 18)
Dividends paid and payable
13
( 20)
( 20)
----
----
----
----
Total investments by and distributions to owners
( 20)
( 20)
----
-------
-------
-------
At 31 May 2023
52
1,761
1,422
3,235
----
-------
-------
-------
One Flight Limited
Consolidated Statement of Cash Flows
Year ended 31 May 2023
2023
2022
Note
£000
£000
Cash generated from operations
27
( 251)
305
Interest paid
20
Interest received
1
Tax received/(paid)
51
( 1)
----
----
Net cash (used in)/from operating activities
( 179)
304
----
----
Cash flows from investing activities
Purchase of tangible assets
( 7)
( 78)
Proceeds from sale of tangible assets
13
23
----
----
Net cash from/(used in) investing activities
6
( 55)
----
----
Cash flows from financing activities
Interest paid
( 39)
( 19)
Dividends paid
( 20)
----
----
Net cash used in financing activities
( 59)
( 19)
----
----
Net (decrease)/increase in cash and cash equivalents
( 232)
230
Cash and cash equivalents at beginning of year
1,544
1,314
-------
-------
Cash and cash equivalents at end of year
1,312
1,544
-------
-------
One Flight Limited
Notes to the Financial Statements
Year ended 31 May 2023
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Uston House, Waddington Way, Aldwarke, Rotherham, South Yorkshire, S65 3SH, United Kingdom.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity.
Foreign exchange
Foreign currency transactions are translated into the functional currency using the group exchange rates set at the start of the year.
At each year end foreign currency monetary items are translated using the closing exchange rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value is determined.
All foreign exchange gains and losses ate presented in the profit and loss account within cost of sales.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of One Flight Limited and all of its subsidiary undertakings.
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The judgements (apart from those involving estimations) are those that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:- Depreciation The annual depreciation charge for each class of tangible fixed asset is based on an estimate of the useful economic life of the respective assets. This is reviewed periodically by the directors to ensure that they reflect both the external and internal factors, see Note 12. Stock provision The directors have applied their knowledge of the operations of the business when reviewing the stock listing at the balance sheet date, and have made appropriate provision for any items deemed to be slow moving or obsolete. Any charge or credit is recognised in the Statement of Income and Retained Earnings. Redeemable preference shares The directors have reviewed the terms attached to the redeemable preference shares and concluded they meet the definition of liability rather than equity and have accounted for them accordingly.
Revenue recognition
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is measured as the fair value of the net consideration received or receivable, excluding value added tax. Sale of goods Turnover from the sale of goods is recognised when all risks of the following conditions are satisfied: - the group has transferred the significant risks and rewards of ownership to the buyer; - the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; - the amount of revenue can be measured reliably; - it is probable that the group will receive the consideration due under the transaction; and - the costs incurred or to be incurred in respect of the transaction can be measured reliably. Where goods are sold under ex-works terms, the group is deemed to have transferred the risks and rewards of ownership to the buyer when goods are packaged, segregated and ready for collection by the buyer, with the buyer being notified that the goods are ready for collection. Provision of services Warehouse and logistics income represents the provision of stock management services for third parties. Invoices are raised weekly in arrears for the period which the company manages this stock. Income is accrued for any services provided but not invoiced in the period. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
10% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Long leasehold property
-
10% straight line
Plant, equipment and vehicles
-
20-33% straight line
Leasehold land and buildings compromise leasehold properties occupied by the company. The directors consider that the leasehold properties are maintained in such a state of repair that their residual value is at least equal to their carrying value. Accordingly no depreciation is charged on the grounds of immateriality. Annual impairment reviewed are undertaken and provisions made at the end of each reporting period where necessary. Non-depreciation of the property is a departure from the Companies Act 2006, but in the directors' opinion is necessary to give a true and fair view. The gain or loss arising on disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Investments
Investments in subsidiaries are measured at cost less accumulated depreciation.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Government grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Turnover
Turnover arises from:
2023
2022
£000
£000
Sale of goods
11,698
15,252
Warehousing and logistics income
1,187
1,155
---------
---------
12,885
16,407
---------
---------
The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
2023
2022
£000
£000
United Kingdom
12,646
16,191
Overseas sales
239
216
---------
---------
12,885
16,407
---------
---------
5. Other operating income
2023
2022
£000
£000
Government grant income
5
30
Other operating income
8
----
----
5
38
----
----
6. Operating profit
Operating profit or loss is stated after charging/crediting:
2023
2022
£000
£000
Loss/(gains) on disposal of tangible assets
3
( 21)
Impairment of trade debtors
24
(8)
Foreign exchange differences
28
( 406)
Government grants
(5)
(30)
Operating lease charges
500
500
Stock provision
(491)
39
----
----
7. Auditor's remuneration
2023
2022
£000
£000
Fees payable for the audit of the financial statements
15
15
----
----
8. Staff costs
The average number of persons employed by the group during the year, including the directors, amounted to:
2023
2022
No.
No.
Distribution staff
27
33
Administrative staff
41
51
----
----
68
84
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2023
2022
£000
£000
Wages and salaries
1,990
2,405
Social security costs
200
199
Other pension costs
42
39
-------
-------
2,232
2,643
-------
-------
9. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
2023
2022
£000
£000
Remuneration
408
419
Company contributions to defined contribution pension plans
5
5
----
----
413
424
----
----
Remuneration of the highest paid director in respect of qualifying services:
2023
2022
£000
£000
Aggregate remuneration
86
114
----
----
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2022: 4).
10. Other interest receivable and similar income
2023
2022
£000
£000
Interest on cash and cash equivalents
1
----
----
11. Interest payable and similar expenses
2023
2022
£000
£000
Other interest payable and similar charges
19
19
----
----
12. Tax on loss
Major components of tax income
2023
2022
£000
£000
Current tax:
UK current tax income
( 51)
1
Deferred tax:
Origination and reversal of timing differences
18
----
----
Tax on loss
( 51)
19
----
----
Reconciliation of tax (income)/expense
The tax assessed on the (loss)/profit on ordinary activities for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 19 % (2022: 19 %).
2023
2022
£000
£000
(Loss)/profit on ordinary activities before taxation
( 500)
33
----
----
(Loss)/profit on ordinary activities by rate of tax
( 83)
10
Adjustment to tax charge in respect of prior periods
32
Effect of capital allowances and depreciation
9
----
----
Tax on loss
( 51)
19
----
----
13. Dividends
2023
2022
£000
£000
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )
20
----
----
14. Intangible assets
Group
Goodwill
£000
Cost
At 1 June 2022 and 31 May 2023
7
----
Amortisation
At 1 June 2022 and 31 May 2023
7
----
Carrying amount
At 1 June 2022 and 31 May 2023
----
At 31 May 2022
----
The company has no intangible assets.
15. Tangible assets
Group
Freehold property
Short leasehold property
Plant, equipment and vehicles
Total
£000
£000
£000
£000
Cost
At 1 June 2022
2,080
43
1,669
3,792
Additions
7
7
Disposals
( 43)
( 1,516)
( 1,559)
-------
----
-------
-------
At 31 May 2023
2,080
160
2,240
-------
----
-------
-------
Depreciation
At 1 June 2022
43
1,562
1,605
Charge for the year
40
40
Disposals
( 43)
( 1,500)
( 1,543)
-------
----
-------
-------
At 31 May 2023
102
102
-------
----
-------
-------
Carrying amount
At 31 May 2023
2,080
58
2,138
-------
----
-------
-------
At 31 May 2022
2,080
107
2,187
-------
----
-------
-------
The company has no tangible assets.
16. Investments
The group has no investments.
Company
Shares in group undertakings
£000
Cost
At 1 June 2022 and 31 May 2023
4,379
-------
Impairment
At 1 June 2022 and 31 May 2023
-------
Carrying amount
At 1 June 2022 and 31 May 2023
4,379
-------
At 31 May 2022
4,379
-------
Subsidiaries, associates and other investments
Details of the investments in which the parent company has an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Candlelight Products Limited
Ordinary
100
The principal subsidiary of Candlelight Products Limited is Candlelight Far East Limited, a wholly owned subsidiary incorporated in Hong Kong. Candlelight Far East Limited did not trade during the year. The issued share capital is HK$2 and the authorised share capital is HK$10,000.
In addition, Candlelight Products Limited has 7 wholly owned dormant subsidiaries, registered in England and Wales. The authorised and issued shared capital of each is 100 ordinary shares of £1, all of which have £nil reserves.
17. Stocks
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Finished goods and goods for resale
4,224
5,700
-------
-------
----
----
18. Debtors
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Trade debtors
1,540
886
Prepayments and accrued income
402
376
Other debtors
244
115
-------
-------
----
----
2,186
1,377
-------
-------
----
----
19. Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Trade creditors
1,558
1,883
Amounts owed to group undertakings
198
160
Accruals and deferred income
517
627
19
19
Social security and other taxes
317
527
Other creditors
1,890
1,724
2
2
-------
-------
----
----
4,282
4,761
219
181
-------
-------
----
----
The company has access to an import loan facility which is secured by a fixed and floating charge over all of the assets of the group, by way of a cross guarantee. CPL Global Sourcing Limited holds a fixed charge over the property known as Flat B, 16 Arlington Street, London, SW1A 1RD owned by the company.
20. Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Shares classed as financial liabilities
925
925
925
925
Other creditors
490
490
-------
-------
----
----
1,415
1,415
925
925
-------
-------
----
----
Disclosure of the terms and conditions attached to the non-equity shares is made in note 24.
21. Provisions
Group
Deferred tax (note 22)
£000
At 1 June 2022 and 31 May 2023
39
----
The company does not have any provisions.
22. Deferred tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Included in provisions (note 21)
39
39
----
----
----
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Accelerated capital allowances
39
39
----
----
----
----
23. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 41,611 (2022: £ 38,940 ).
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered funds. Contributions totalling £9,000 (2022: £9,000) were payable to the fund at the balance sheet date and are included within other creditors.
24. Government grants
The amounts recognised in the financial statements for government grants are as follows:
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Recognised in other operating income:
Government grants recognised directly in income
5
30
----
----
----
----
25. Called up share capital
Issued, called up and fully paid
2023
2022
No.
£
No.
£
Amounts presented in equity:
Ordinary shares of £ 1 each
51,645
51,645
51,645
51,645
---------
---------
---------
---------
Amounts presented in liabilities:
Preference shares of £ 1 each
925,000
925,000
925,000
925,000
----------
----------
----------
----------
The preference shares carry rights to receive fixed cumulative dividends at 2% per annum, payable on 30 June each year. On return of assets on liquidation the payment of liabilities would be applied in the following order; 1) Preference shares - £1 per share plus any arrears of dividends 2) Any remaining balances are distributable to the ordinary shareholders All ordinary shares carry one vote The preference shares have been classified as financial liabilities in line with FRS 102.
26. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Profit and loss account - This reserve records retained earnings and accumulated losses.
27. Cash generated from operations
2023
2022
£000
£000
(Loss)/profit for the financial year
( 449)
14
Adjustments for:
Depreciation of tangible assets
40
39
Other interest receivable and similar income
( 1)
Interest payable and similar expenses
19
19
Loss/(gains) on disposal of tangible assets
3
( 21)
Tax on loss
( 51)
19
Changes in:
Stocks
1,476
( 1,555)
Trade and other debtors
( 809)
1,213
Trade and other creditors
( 479)
577
-------
-------
( 251)
305
-------
-------
28. Analysis of changes in net debt
At 1 Jun 2022
Cash flows
At 31 May 2023
£000
£000
£000
Cash at bank and in hand
1,544
(232)
1,312
-------
----
-------
29. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Not later than 1 year
474
509
Later than 1 year and not later than 5 years
212
731
----
-------
----
----
686
1,240
----
-------
----
----
30. Other financial commitments
At the balance sheet date, the group had outstanding forward foreign exchange contracts of $250,000 (2022: $750,000). The forward exchange contracts to purchase US$ were contracted for at various exchange rates and mature on 9th June 2023. The group is also party to a HM Revenue and Customs duty deferment bond of £250,000 (2022: £250,000).
One Flight Limited
Notes to the Financial Statements (continued)
Year ended 31 May 2023
31. Related party transactions
Group
In preparing these financial statements, advantage has been taken of the provision under FRS102 Section 33 which states that disclosure is not required of transactions which are part of the Group, provided that the consolidated financial statements in which the company is included, are publicly available. At 31 May 2023 the company owed £1,848,000 to CPL Global Sourcing Limited (2022: £1,642,000) a company with common shareholders. During the year, the company provided supplier services totalling £nil (2022: £8,000) to CPL Global Sourcing Limited. The company also settled expenses on behalf of CPL Global sourcing Limited totalling £nil (2022: £20,000). During the year £231,000 (2022: £18,000) was advanced to CPL Global Sourcing Limited. CPL Global Sourcing Limited also settled expenses on behalf of Candlelight Products Limited totalling £51 (2022: £26,000). Included within contingent liabilities is a guarantee of $700,000 (2022: $700,000) in favour of HSBC on behalf of CPL Global Sourcing Limited.
32. Controlling party
The group is under the control of M Winch by virtue of his majority shareholding.