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REGISTERED NUMBER: 00907445 (England and Wales)















Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 June 2023

for

Harlow Bros. Limited

Harlow Bros. Limited (Registered number: 00907445)






Contents of the Financial Statements
for the Year Ended 30 June 2023




Page


Company Information 1

Strategic Report 2

Report of the Directors 9

Report of the Independent Auditors 11

Income Statement 15

Other Comprehensive Income 16

Balance Sheet 17

Statement of Changes in Equity 18

Notes to the Financial Statements 19


Harlow Bros. Limited

Company Information
for the Year Ended 30 June 2023







DIRECTORS: J R Harlow
J Sharkey
N Sabey
P R Walton
M S Hemsley
A K Harvey



REGISTERED OFFICE: Hathern Road
Long Whatton
Loughborough
Leicestershire
LE12 5DE



REGISTERED NUMBER: 00907445 (England and Wales)



SENIOR STATUTORY AUDITOR: Christopher David Hutton FCCA



AUDITORS: Charnwood Accountants & Business Advisors LLP
Statutory Auditor
The Point
Granite Way
Mountsorrel
Loughborough
Leicestershire
LE12 7TZ

Harlow Bros. Limited (Registered number: 00907445)

Strategic Report
for the Year Ended 30 June 2023

The directors present their strategic report for the year ended 30 June 2023.

REVIEW OF BUSINESS
We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end.

Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

The company is a wholly-owned subsidiary of Harlow Timber Group Ltd and operates in the timber industry. The principal activities of the company for the year under review are that of a timber distributor and manufacturer. We provide products to a wide range of customers within the construction sector and look to create value at the various stages of the selling process.

The business activities are undertaken through the network of branches located across the Midlands region. We pride ourselves on having an ethos for excellent customer service throughout this network to enable enhancement of our customers experience in doing business with us, through having knowledgeable staff and offering a wide product range at competitive prices.

Results and performance
We are comfortable with the years trading results for the company, as set out on pages 15 to 35, coming off the back of two impressive trading years assisted by government policies and a Covid influenced market impact on the house building sector. As predicted, political reaction to international factors and furlough recovery did influence this financial year with inflation and the resultant higher interest rates now having a direct impact on the house building sector. Given these elements, the result for the year is still a historical high, excluding the two prior years.

The forthcoming year is likely to be far more challenging with inflation, compounded by labour market cost pressure resulting in tighter margins. We remain vigilant in relation to how these elements will influence our markets.

The results reflect the company's strong underlying trading activities whilst we drive to improve the efficiency and focus of our operations. Strong overhead control at both head office and branch level continues to be a key focus of management. We have continued to invest in all areas of the business, such as the vehicle fleet, and improving the customer experience to ensure that we remain competitive whilst offering quality products and customer service.
Stock values fell in line with falling prices and a targeted review of stock holding levels. We continue to work with our supply chain to source the most competitively priced products without compromising on quality. Trade debtors have continued to show good debtor days figures in line with our targets, which due to the processes and credit control team in place, means we are reporting another low bad debt charge for the year of 0.16% of turnover.

The gross margin fell compared to last year due to cost fluctuations in the timber market and government driven labour cost increases. Timber prices and supply has eased throughout this financial year. The directors are aware of the implications of this to the market and are continually looking to source the best available product at the most competitive prices.

All trading branches have targets and goals set over the short and medium term to ensure that they monitor opportunities for growth and to mitigate threats throughout the year. They review their working practices to continually improve service levels to our customers. We will continue to invest in our branch premises and staff to enable us to expand and enhance our product offering across the full range of our products.

Details of the number of employees and related costs can be found in Note 4 to the financial statements. Staff numbers have fallen slightly this year and we recognise that our staff are a major asset for the company. We are always looking to continually improve the knowledge of all our staff through training and personal development.


Harlow Bros. Limited (Registered number: 00907445)

Strategic Report
for the Year Ended 30 June 2023

REVIEW OF BUSINESS CONTINUED
Overall we are satisfied with the current years trading results and we are also pleased to report a growth in the value of shareholders' funds of the company for the year whilst maintaining a strong balance sheet which enables us to implement our growth and investments plans for the future. We are confident that this will continue steadily for the foreseeable future, as we continually aim to develop and grow the business further across our core trading areas.

Pension scheme
The company participates in a defined benefit pension scheme. As of 30 June 2023 there was a surplus for the scheme of £604,000 compared to £284,000 last year, however this is not recognised in the accounts due to an asset ceiling on scheme assets. In note 19 to the accounts we have outlined the impact on the financial statements in more detail based on the actuarial report, from which the company reviews the risks in the pension scheme, which is principally under performance of equity investments, and the potential impact on the company. The calculation of the pension deficit or surplus remains sensitive to changes in the underlying assumptions as reported by the actuaries in their report to us.


PRINCIPAL RISKS AND UNCERTAINTIES
The process of risk management is applied through a combination of policies, procedures and internal controls. All policies are subject to Board approval and ongoing review by management. Compliance with regulation, legal and ethical standards is a high priority for the company to ensure they are compliant and able to continue trading successfully.
The finance team is responsible for ensuring that effective internal controls exist to manage the financial risks and that these controls operate effectively for the benefit of the business.

The directors endeavour to identify the risks that the company faces on a day to day basis. This is to ensure we have the financial strength and operational capacity to support the growth of the business. The current risk factors below are those that are considered by the board to be material to the company. However, we also recognise that we operate in a fast paced commercial environment which is constantly evolving, where new risks may appear or immaterial risks may become more important, and the directors will develop appropriate strategies as these risks appear.

Competitive market pressure is an ongoing risk for the company. To mitigate this risk the company strives to understand its customers' requirements, markets and competitors, to ensure we continue to provide quality products and seek expansion by organic growth. Given the potential economic volatility seen in our core business markets, we are continuously monitoring trends and looking for ways in which to be more efficient and improve our working capital requirements. The production of regular financial information helps the board to identify and assess current trends.

Parts of our business, such as timber raw material purchasing, are affected by fluctuations in price and supply of key materials, although purchasing policies and practices in place seek to mitigate, where practicable, such risks. We secure material from our long standing supply partners which ensures we can meet our production requirements.

Other than the general uncertainty that surrounds the decision to leave the European Union, Brexit has not had a significant impact on the business or operations so far. The company's relationship with its supply partners in Europe is of great importance to us and we have the flexibility to procure timber from a wide range of reliable supply sources to help mitigate changes in market conditions.


Harlow Bros. Limited (Registered number: 00907445)

Strategic Report
for the Year Ended 30 June 2023

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
The company purchases goods from international markets and is therefore exposed to foreign currency movements on such purchases. The company manages this risk by purchasing and retaining cash funds in these currencies.

We have continuously worked to build a robust and flexible business by attracting and retaining the right quality staff to help us achieve this. By doing so we have a good financial position to deal with any situations which have arisen during the year and which we expect to face in the future.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The activities of the company expose it to a number of financial risks during the normal course of the company's business. The company aims to limit undue exposure to business and financial risks and ensure sufficient working capital exists to fund operations and to mitigate any potential negative effects on the company's assets and profitability. The directors consider such risks and uncertainties to the business at this point in time are:

Currency risk
As the company trades in the UK, but purchases from various overseas markets, margins can fluctuate in line with changes in currency spot rates against the value of sterling for our purchases. This is mitigated in part by the company holding foreign currency accounts from which such transactions will flow through.

Customer mix
There is a risk that the company becomes too dependent on a particular customer and product range and efforts are made to ensure that our exposure in this respect is minimised by continually striving to expand the range of products and services on offer to enhance the customer experience and build relationships with key customers.

Credit risk
There is a risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Company policies are aimed at minimising such losses, and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. Details of the company's debtors are shown in the notes to the financial statements.

Pension funding risk
The company operates a defined benefit plan, although this was ceased to future accruals on 31st March 2019, as noted in the notes to the financial statements. The funding of the pension liabilities at the year end was 37% equities and 63% other assets. The company is subject to funding risks, which could derive from poorly managed performance of the equity investments. Such risks could lead to increased contributions due from the company to the pension scheme.

The company is required by law to maintain a minimum funding level in relation to its obligations to provide pensions to members of the pension scheme. This level of funding is dependent on a series of external factors, such as investment performance, life expectancy and gilt yields. Significant changes in these areas and actuarial assumptions underlying the calculation of plan liabilities for these could materially impact the company's trading results and can also have a significant effect on the funding levels.
This risk is mitigated by the fact that the scheme has been closed to new entrants for many years. The board regularly reviews the investment strategy and performance of the pension scheme investments to ensure that plan assets are performing and growing in line with the plan requirements to cover expected liabilities.

Competitor risk
The company operates in a highly competitive market balancing both customer requirements and market pressures. The directors review and monitor these factors to ensure the company's competitiveness is upheld to enable the company to maintain its long term relationships with key customers and reputation for quality. We aim to improve, strengthen and maintain the brand to ensure we maintain the right levels of investment and innovation in our customer offerings.


Liquidity risk and going concern
The company is exposed to liquidity risk as sufficient funds are required to support trading and financing activities. The company regularly monitors its liquidity position to ensure that sufficient funds are available to meet both current and future requirements.


Harlow Bros. Limited (Registered number: 00907445)

Strategic Report
for the Year Ended 30 June 2023

The company's cash position removes some elements of the financial risks any business faces. With the above business risks and uncertainties in mind, we are aware that any plans for the future development of the business may be subject to unforeseen future events outside of our control.

Health and Safety
We are conscious of our corporate responsibilities to all our stakeholders and to society as a whole. Health and safety, environmental matters, staff training and equal opportunities are key areas relevant to the company's business activities.

We are keen to remain proactive in assessing and minimising the risks in all areas of the business and educating the workforce to provide as safe a working environment as possible for our staff.

We employ a full-time Health and Safety Officer who reports to the board regularly on working practices and improvements that can be made to increase safety for the staff. Employees are encouraged to take personal responsibility for making sure their actions and behaviour maintain safety for all staff members during the working day.

SECTION 172(1) STATEMENT
All directors act in accordance with their duties, in good faith, to promote the success of the company as a whole, having regard to the effect of decisions on the group and other stakeholders, in particular taking into consideration:

- the likely consequences of any decision long term,
- the interests of the company's employees,
- the need to foster the company's business relationships with suppliers, customers and others,
- the impact of the company's operations on the community and the environment,
- the desirability of the company maintaining a reputation for high standards of business conduct, and
- the need to act fairly between members of the company.

The board of directors have considered the company's vision, purpose and values along with its strategic priorities implemented by the decision making processes in place when taking into account the views and interests of stakeholders. When considering the range of interests involved in arriving at the outcomes of decisions the directors acknowledge that such decisions may involve balancing different perspectives and as such it is not always possible to deliver everyone's desired outcome.


Harlow Bros. Limited (Registered number: 00907445)

Strategic Report
for the Year Ended 30 June 2023

ENGAGEMENT WITH EMPLOYEES
Details of the number of employees and related costs can be found in Note 4 to the financial statements.

The company became an Employee Owned business in March 2022, with the previous shareholders selling 90% of their shares to Harlow Timber Group Employee Ownership Trust. The trust exists solely for the benefit of employees of the Group. We have made an encouraging start to working towards an employee ownership ethos, but recognise this will continue to evolve over time. This is the first full year of employee ownership and all Group employees have already benefited from a second tax free payment based on the strong result.

The company's ability to achieve its commercial objectives and to serve the needs of its customers in a profitable and friendly manner depends on the contribution of its employees. Employees are encouraged to develop their contribution to the business whatever department in the business they work in.

The launch of the Companies Values, Vision and Mission has detailed a clear goal for the business and is helping to shape the targets of each department. Having a set of defined values gives our employees an overview of what our priorities are and how they can contribute to their business. These have been incorporated into probation and performance reviews to enable employees to consider how they can impact the culture of Harlow's.

Harlow's is working hard to improve our employee benefit offering, this in time will improve employee engagement, our ability to recruit and retain employees. Over the past year we have implemented a new length of service scheme which has seen over 200 employees across the group receive recognition for their service with Harlow's. We have also introduced a new Employee Assistance Programme which gives employees access to a range of services including counselling, mental health support and guidance on health and wellbeing. Alongside this we have introduced a benefits platform that gives our employees to a range of discounts with high street and online retailers.

Harlow's has an ongoing commitment to developing our employees as well as bringing new people into the industry. It is our policy to train and develop employees to ensure that they are best equipped to undertake their daily tasks for which they are employed, and to provide the opportunity for career development without discrimination. Training and development is provided and is available to all levels and categories of staff. Over the past year we have rolled out our e-learning platform across the group. Allowing access to over 100 courses relating to health and safety, sales skills, personal wellbeing and management techniques. These are used alongside in person training courses and apprenticeships to develop the skills of all employees. This year Harlow's has signed a pledge with the Builders Merchant Federation to have 5% of employees on an apprenticeship. We constantly encourage development of current and new employees regardless of their ability, age, department, or seniority.


Harlow Bros. Limited (Registered number: 00907445)

Strategic Report
for the Year Ended 30 June 2023

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
Suppliers
Through our group procurement department, we have regular communications and strong relationships with our suppliers, whilst striving to achieve a balance between them and the needs of our customers We recognise the importance of discussions on material availability, prices and quality, as well as more general supply and demand trends. We continue to develop our range of certified Forest Stewardship Council (FSC) and Programme for the Endorsement of Forest Certification (PEFC) products. To ensure we supply traceable and sustainable quality products we assess all suppliers continually. Being a member of the NMBS buying group further strengthens our supplier relationships in many product ranges.

Customers
We value our customers and recognise that they are the base for the success of our business. Building relationships and understanding customer needs is important in order to continue to provide a quality product and service. Dedicated sales teams are organised so that they focus on specific customers groups ranging from retail, local trades people, regional companies to national companies. ISO management systems and promotion of sustainable forest management practices are maintained to ensure that we meet customer expectations, we continually seek to improve service levels to our customers.

Community and Environment
The company complies with environmental regulations and the board supports initiatives that reduce adverse impact on local communities and the environment, including investment in energy saving solutions.

The directors recognise that the company has a responsibility to the environment, customers, suppliers and staff to operate its commercial activities using products from well-managed forests and to reduce any negative environmental or social impact of its trading as far as is reasonably practical for the company.

We therefore make it a priority to ensure our timber is legally harvested and comes from well managed forests. The company recognises that the independent certification of forests and of the supply chain is the best means of providing assurances of this. Where possible we purchase material certified by the Programme for the Endorsement of Forest Certification schemes (PEFC) or the Forest Stewardship Council (FSC).
The company has third party audits of their chain of custody for timber supplied as certified by PEFC, FSC. This is to ensure that claims made about certification can be proven. Our certifications for these can be located on our website, www.harlowbros.co.uk, for customers and other stakeholders to view.

As part of our commitment to environmental awareness and best practice the company holds an ISO14001 certificate and operates within this environmental management scheme framework in a compliant manner.

Shareholders
The Harlow family previously owned 100% of the company shares. On 31 March 2022 an Employee Ownership Trust was created which purchased 90% of these shares. Harlow Timber Group Trustees Limited was created in order to maintain this shareholding on behalf of the employees. This was the first full year of trading under this structure.


Harlow Bros. Limited (Registered number: 00907445)

Strategic Report
for the Year Ended 30 June 2023

KEY PERFORMANCE INDICATORS
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company, these being turnover, gross margin, operating profit and earnings before interest tax depreciation and amortisation (EBITDA). The company also closely monitors other internal KPI's for example;

- Vehicle statistics on usage & efficiency
- Individual employee performance in line with our HR objectives
- The reason and level of sales credit notes raised
- Daily sales performance and margin threshold reviews

We continually aim to develop and grow our business in order to increase our market share, whilst striving to maintain the gross margin on our products. As the prime measure of our economic output, revenue growth is key to measuring shareholder return and the success of our expansion strategies. We remain focused on our offering of the best possible products and service to our customer base.

Gross margin provides an indication of the quality of turnover growth and is also a measure of value added by the company, reflecting the quality of the goods and services offered. The gross margin for the year has increased due to good stock management and considered buying practices.

Overall, the company's EBITDA fell to a more regular £2.9m (2022: £6.5m), with adjusted operating profit reported at £2m (2022: £6.3m. Profit after taxation is £1.2m (2022: £5.1m) with the defined benefit pension adjustment as shown in note 19 giving total comprehensive income of £1.2m for the year.

FINANCIAL INSTRUMENTS
A summary of the company financial instruments and related disclosures affecting the financial statements are set out in the notes to the accounts. The financial risk management objectives and policies of the entity and its exposure to related risks are covered above.

FUTURE DEVELOPMENTS
The Group moved to Employee Ownership under the new group holding title of Harlow Timber Group Limited on 31 March 2022. Harlow Timber Group Trustees Limited was duly formed and a representative board, elected alongside the creation of employee committees. We made an encouraging start to working towards an employee ownership ethos but recognise this will continue to evolve over time. This will involve senior management helping employees at all levels to understand the many implications of this structure and how they can directly influence the success of the business through their own day to day activities and responsibilities.

The directors anticipate the business environment will become increasingly more competitive and challenging, starting in Q2 and into 2024, but believe that the company is in a good financial position to meet these challenges.
However, there are a number of economic, political and international factors influencing trading conditions within our markets and this will need careful management until a more stable trading environment is achieved.

ON BEHALF OF THE BOARD:





N Sabey - Director


19 February 2024

Harlow Bros. Limited (Registered number: 00907445)

Report of the Directors
for the Year Ended 30 June 2023

The directors present their report with the financial statements of the company for the year ended 30 June 2023.

DIVIDENDS
The total distribution of dividends for the year ended 30 June 2023 will be £ 1,207,000 .

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

J R Harlow
J Sharkey
N Sabey
P R Walton
M S Hemsley
A K Harvey

Other changes in directors holding office are as follows:

P M Howarth - resigned 30 June 2023

DISCLOSURE IN THE STRATEGIC REPORT
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments and financial instruments.

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;
-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 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.

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.

Harlow Bros. Limited (Registered number: 00907445)

Report of the Directors
for the Year Ended 30 June 2023


AUDITORS
The auditors, Charnwood Accountants & Business Advisors LLP, have expressed their willingness to continue in office as auditors and will be proposed for re-appointment at the forthcoming Annual General Meeting in accordance with Section 485 & 487 of the Companies Act 2006.

ON BEHALF OF THE BOARD:





N Sabey - Director


19 February 2024

Report of the Independent Auditors to the Members of
Harlow Bros. Limited

Opinion
We have audited the financial statements of Harlow Bros. Limited (the 'company') for the year ended 30 June 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 30 June 2023 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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
Harlow Bros. 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 nine, 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.

Report of the Independent Auditors to the Members of
Harlow Bros. Limited


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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain
sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the Financial Statements, to perform audit procedures to help
identify instances of non-compliance with other laws and regulations that may have a material effect on the Financial
Statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the
Financial Statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs(UK).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 enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. As such material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment and or collusion.

We obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the Company operate in and how the Company are complying with the legal and regulatory frameworks. Focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, pension legislation and UK tax legislation;

We inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

We discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the Financial Statements may be susceptible to fraud, having obtained an understanding of the effectiveness of the control environment.

The engagement partner assessed that the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by evaluating management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. In assessing the potential risks of material misstatement, we obtained an understanding of the company's operations, including the nature of its income and expenditure together with its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement. Also on the company's control environment, including the policies and procedures implemented by the company to ensure compliance with the requirements of the financial reporting framework.



Our audit procedures involved:

Report of the Independent Auditors to the Members of
Harlow Bros. Limited


The evaluation of the design effectiveness of controls that the company has in place to prevent and detect fraud;

To undertake journal entry testing, with a focus on higher risk journal, such as, posted by senior management, journals with unusual attributes, journals without any descriptions, journals posted by staff not in the approved list of journals posting and closing journals posted during the preparation of the financial statements, which are material and not reoccurring or common postings which fall outside of the auditor's expectations. Together with assessing whether the judgments made in making accounting estimates are indicative of a potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations our procedures included, but
were not limited to;

Enquiring of management as to actual and potential litigation and claims against the company;
Completing a review of relevant legal and professional costs within the accounting records for any evidence of
previously un-detected or un-reported instances of non-compliance.

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.

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.




Christopher David Hutton FCCA (Senior Statutory Auditor)
for and on behalf of Charnwood Accountants & Business Advisors LLP
Statutory Auditor
The Point
Granite Way
Mountsorrel
Loughborough
Leicestershire
LE12 7TZ

19 February 2024

Harlow Bros. Limited (Registered number: 00907445)

Income Statement
for the Year Ended 30 June 2023

30.6.23 30.6.22
Notes £    £    £    £   

TURNOVER 3 50,017,358 57,193,215

Cost of sales 40,843,269 44,025,362
GROSS PROFIT 9,174,089 13,167,853

Distribution costs 1,146,215 1,067,570
Administrative expenses 6,807,997 5,928,409
7,954,212 6,995,979
1,219,877 6,171,874

Other operating income 93,255 107,700
OPERATING PROFIT 5 1,313,132 6,279,574

Interest receivable and similar income 276,616 16,607
Other finance income 19 14,000 1,000
290,616 17,607
PROFIT BEFORE TAXATION 1,603,748 6,297,181

Tax on profit 6 447,338 1,221,908
PROFIT FOR THE FINANCIAL YEAR 1,156,410 5,075,273

Harlow Bros. Limited (Registered number: 00907445)

Other Comprehensive Income
for the Year Ended 30 June 2023

30.6.23 30.6.22
Notes £    £   

PROFIT FOR THE YEAR 1,156,410 5,075,273


OTHER COMPREHENSIVE INCOME
Net actuarial gain / (loss) (475,000 ) 237,570
Equity settled share option 137,676 -
Income tax relating to components of other
comprehensive income

71,000

(52,570

)
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(266,324

)

185,000
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

890,086

5,260,273

Harlow Bros. Limited (Registered number: 00907445)

Balance Sheet
30 June 2023

30.6.23 30.6.22
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 2,165,148 2,117,555
2,165,148 2,117,555

CURRENT ASSETS
Stocks 11 8,331,098 12,150,891
Debtors 12 12,548,679 14,353,527
Cash at bank 8,784,990 3,832,796
29,664,767 30,337,214
CREDITORS
Amounts falling due within one year 13 6,181,864 6,797,915
NET CURRENT ASSETS 23,482,903 23,539,299
TOTAL ASSETS LESS CURRENT
LIABILITIES

25,648,051

25,656,854

PROVISIONS FOR LIABILITIES 16 (207,418 ) (254,307 )

PENSION ASSET 19 - 355,000
NET ASSETS 25,440,633 25,757,547

CAPITAL AND RESERVES
Called up share capital 17 177,864 177,864
Share premium 18 9,649,769 9,649,769
Capital redemption reserve 18 46,995 46,995
Retained earnings 18 15,566,005 15,882,919
SHAREHOLDERS' FUNDS 25,440,633 25,757,547

The financial statements were approved by the Board of Directors and authorised for issue on 19 February 2024 and were signed on its behalf by:





M S Hemsley - Director


Harlow Bros. Limited (Registered number: 00907445)

Statement of Changes in Equity
for the Year Ended 30 June 2023

Called up Capital
share Retained Share redemption Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1 July 2021 105,005 17,902,021 - 46,995 18,054,021

Changes in equity
Issue of share capital 72,859 - 9,649,769 - 9,722,628
Dividends - (7,279,375 ) - - (7,279,375 )
Total comprehensive income - 5,260,273 - - 5,260,273
Balance at 30 June 2022 177,864 15,882,919 9,649,769 46,995 25,757,547

Changes in equity
Dividends - (1,207,000 ) - - (1,207,000 )
Total comprehensive income - 890,086 - - 890,086
Balance at 30 June 2023 177,864 15,566,005 9,649,769 46,995 25,440,633

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements
for the Year Ended 30 June 2023

1. STATUTORY INFORMATION

Harlow Bros. 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 the financial statements is the Pound Sterling (£).


The nature of the company’s operations and its principal activities are set out in the Strategic Report.

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 and under the provision of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed the notes below.

These policies have been consistently applied to all the years presented, unless otherwise stated.

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 33.7.

The company is a wholly owned subsidiary of Harlow Timber Group Limited, and subsequently a qualifying entity under FRS102 and has such applied the qualifying exemptions given above under FRS102 in respect of those disclosures.

The company has taken advantage of the exemption, under paragraph 1.12(b) of FRS 102, from preparing a statement of cash flows, on the basis that it is a qualifying entity and its ultimate parent company, Harlow Timber Group Limited, includes the company’s cash flows in its consolidated financial statements.

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
In the application of the company's accounting policies, which are described in the accounting policies below, management is required to make judgements, 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 to be 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.

Judgements
In preparing these financial statements, the directors have made the following key judgements that have a significant effect on the amounts recognised in the financial statements as described below.

- Determine whether there are indicators of impairment of the company's tangible and intangible assets along with residual values and asset lives. The residual value is the net realisable value of an asset at the end of its useful economic life. The company has made an assessment of the residual values that are appropriate for the business and reviews this assessment annually. Note 10 provides details of the value of fixed assets capitalised.

Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

a) Establishing useful economic lives for depreciation purposes of property, plant and equipment
Long-lived assets, consisting primarily of property, plant and equipment, comprise a significant portion of the
total assets. The annual depreciation charge depends primarily on the estimated useful economic lives of each type of asset and estimates of residual values. The directors regularly review these asset useful economic lives and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset useful lives can have a significant impact on depreciation and amortisation charges for the period. Detail of the useful economic lives is included in the tangible fixed asset accounting policy.

b) Providing for bad and doubtful debts
The company makes an estimate of the recoverable value of trade and other debtors. The company uses estimates based on historical experience in determining the level of debts, which the company believes, will not be collected. These estimates include such factors as the current credit rating of the debtor, the ageing profile of debtors and historical experience. Any significant reduction in the level of customers that default on payments or other significant improvements that resulted in a reduction in the level of bad debt provision would have a positive impact on the operating results. The level of provision required is reviewed on an on-going basis.

c) Defined benefit pension scheme
The company has an obligation to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors which are sensitive to the actuarial assumptions included within the report by the actuary, including; life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. The actuary estimates these factors in determining the net pension obligation in the balance sheet as arrived at in their report to management. The assumptions reflect historical experience and current trends. The size of the plan assets is also sensitive to asset return levels and the level of contributions paid by the company. See note 19 for the disclosures relating to the defined benefit pension scheme.





Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

2. ACCOUNTING POLICIES - continued

d) Stock provisioning
At each reporting date judgement is used by management to establish the net realisable value of stock. Provisions are established for net realisable value where appropriate and are made are based on facts available at the time. The level of provision required is reviewed on an on-going basis.
In arriving at an estimate for the net realisable value of stock, judgement is required in assessing their likely
value on realisation taking into account market and technological changes associated with the demand for the product line.

Revenue recognition
Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers during the year.

Revenue is recognised when the significant risks and rewards of the goods or services provided have transferred to the buyer, the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the company.

Revenue is measured at the fair value of the consideration receivable from the sale of goods and services to third parties after deducting discounts and other promotional activities. Revenue may include duties which the company pays as principal, but excludes amounts collected on behalf of other parties, such as value added tax or other sales taxes.

Revenue of the company comprises the following key streams:

Sale of goods
Sales of goods are recognised on sale to the customer, which is considered the point of delivery. Delivery occurs when the goods have been shipped to the location specified by the customer, the risks of obsolescence or loss have been transferred to the customer, the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed or the company has objective evidence that all criteria for acceptance have been satisfied.

Retail sales are usually by cash, credit or payment card. Provision is made for credit notes based on the expected level of returns which is based on the historical experience taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Improvements to property - at varying rates on cost
Plant, machinery, fixtures and computers - at varying rates on cost
Motor vehicles - 25% on cost

Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use.

The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

2. ACCOUNTING POLICIES - continued

Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to
complete and sell, and after making due allowance for obsolete and slow moving items.

The cost of stock is calculated on the weighted average cost principle on a first in first out basis and includes expenditure incurred in acquiring stock, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. Stocks are recognised as an expense in the period in which the related revenue is recognised.

Cost for raw materials and consumables are at the purchase cost to the company. Cost for Work in progress and finished goods includes all direct expenditure. The cost of work in progress and finished goods includes
production overheads and the attributable proportion of indirect overheads based on the normal level of activity.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price, in the ordinary course of business, less costs to complete and sell. The impairment provision is determined primarily by future demand forecasts. The write down is measured as the difference between the calculated cost of the stock and market based upon assumptions about future demand and charged to the provision for stock, which is a component of cost of sales.

Financial instruments
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and loans to/from related parties.

Debt instruments, like loans and other accounts receivable and payable, are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.
However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payment discounted at a market rate of interest for a similar debt instrument.

Trade and other debtors
Trade and other debtors are initially recognised at the transaction price and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the debtors are stated at cost less impairment losses for bad and doubtful debts.

A provision for impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of debtors. The amount of the provision is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows, and is recognised in the profit & loss in operating expenses.

Trade and other creditors
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

2. ACCOUNTING POLICIES - continued

Taxation
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.

Foreign currencies
In preparing the financial statements of the company, transactions in currencies other than the functional currency are recognised at the spot rate at the dates of the transactions, or at an average rate where this rate approximates the actual rate at the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise or loss.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

2. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the reporting date less the fair value of the plan assets at the reporting date.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the company's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as net calculated gain.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
(a) the increase in pension benefit liability arising from employee service during the period; and
(b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as 'Finance expense'.

Defined contribution pension plans
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in other creditors in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Share-based payment
Where the company participates in a share-based payment arrangement established by a group company, the company takes advantage of the alternative treatment allowed under Section 26 of FRS 102. The company recognises the share-based payment expense based on an allocation of its share of the group’s total expense, calculated in proportion to the number of participating employees. The corresponding credit is recognised in retained earnings as a component of equity.

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions where applicable. Fair value is measured by use of an appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on managements best estimate, for the effects of non-transferability and exercise restrictions. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement.

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

2. ACCOUNTING POLICIES - continued

Going concern
Having completed their assessment, the directors have concluded that there are no material uncertainties that cast significant doubt about the ability of the company to continue as a going concern.

The company meets its day-to-day working capital requirements through its banking facilities. The company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to continue operate within the level of its current facilities.
The company's business activities, together with the factors likely to affect its future development and financial position have been documented in the strategic report. The company currently has sufficient financial resources together with strong relationships spread over a number of customers to enable future growth to continue.

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

30.6.23 30.6.22
£    £   
Goods for re-sale 48,911,813 56,065,750
Manufacturing 1,105,545 1,127,465
50,017,358 57,193,215

Turnover represents the amounts derived from the provision of goods and services which fall within the company’s ordinary activities, stated net of value added tax.

The company's principal activities are as stated in the strategic report and the company operates within the geographical region of the United Kingdom.

4. EMPLOYEES AND DIRECTORS
30.6.23 30.6.22
£    £   
Wages and salaries 8,488,296 7,795,224
Social security costs 814,060 760,920
Other pension costs 97,862 111,461
9,400,218 8,667,605

The average number of employees during the year was as follows:
30.6.23 30.6.22

Directors 6 8
Management and administration 106 97
Production 193 199
305 304

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

4. EMPLOYEES AND DIRECTORS - continued

30.6.23 30.6.22
£    £   
Directors' remuneration 501,831 416,679
Directors' long term incentive schemes 137,676 -
Directors' pension contributions to money purchase schemes 30,400 20,596
Compensation to director for loss of office 8,000 -

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 6 5
Defined benefit schemes - 2

Information regarding the highest paid director is as follows:
30.6.23 30.6.22
£    £   
Emoluments etc 140,391 119,282
Pension contributions to money purchase schemes 6,825 6,600

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

30.6.23 30.6.22
£    £   
Hire of plant and machinery 23,127 43,723
Other operating leases 116,419 31,422
Depreciation - owned assets 598,102 645,699
Profit on disposal of fixed assets (85,649 ) (57,156 )
Auditors' remuneration 57,245 35,334

In accordance with SI 2008/489 the company has not disclosed the fees payable to the company’s auditors for ‘Other services’ as this information is included in the consolidated financial statements of Harlow Timber Group Limited.

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
30.6.23 30.6.22
£    £   
Current tax:
UK corporation tax 423,228 1,175,257
Prior year tax charge - (7,912 )
Total current tax 423,228 1,167,345

Deferred tax:
Origination & reversal of
timing differences (46,890 ) 107,133
Deferred tax movement on net
pension liability 71,000 (52,570 )
Total deferred tax 24,110 54,563

Tax on profit 447,338 1,221,908

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

30.6.23 30.6.22
£    £   
Profit before tax 1,603,748 6,297,181
Profit multiplied by the standard rate of corporation tax in the UK of
20.496% (2022 - 19%)

328,704

1,196,464

Effects of:
Expenses not deductible for tax purposes 162,847 398
Capital allowances in excess of depreciation (68,324 ) (21,605 )
Adjustments to tax charge in respect of previous periods - (7,912 )
Deferred tax movement on net defined benefit 71,000 (52,570 )
change in rates
Deferred tax movement on fixed assets (46,889 ) 107,133
Total tax charge 447,338 1,221,908

Tax effects relating to effects of other comprehensive income

30.6.23
Gross Tax Net
£    £    £   
Net actuarial gain / (loss) (475,000 ) 71,000 (404,000 )
Equity settled share option 137,676 - 137,676
(337,324 ) 71,000 (266,324 )


Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

6. TAXATION - continued
30.6.22
Gross Tax Net
£    £    £   
Net actuarial gain / (loss) 237,570 (52,570 ) 185,000

In the Spring Budget 2021 the UK government announced on 3 March 2021 that they will be increasing the corporation tax rate from 19% to 25% from 1 April 2023. This rate change was substantively enacted on 24th May 2021and therefore deferred taxes are recognised at this rate at the balance sheet date.

The effective tax rate differs from the UK corporation tax rate principally due to the deductibility of allowances on capital expenditure and other permanent differences arising in the period as detailed in the tax charge reconciliation.

7. DIVIDENDS
30.6.23 30.6.22
£    £   
Interim 1,207,000 7,279,375

8. SHARE-BASED PAYMENTS

Certain employees of the company along with other group employees have been granted options over the shares in Harlow Timber Group Limited. The options are granted with a fixed exercise price, are exercisable ten years after the date of grant and are forfeited if an employee leaves employment with the company. Employees are required to remain in employment with the group during the vesting period.

The company recognises an equity-settled share-based payment expense based on a reasonable allocation of the total charge for the group. This allocation is the total charge for the group pro-rated for the number of expected participating employees of the company.

A reconciliation of share option movements over the year to 30 June 2023 is shown below:

2023 2022

Number of
share options

Exercise price
Number of share
options
Exercise
price
Outstanding at beginning of period 0 £0 0 £0
Granted during the period 1,548,387 £0.155 0 £0
Forfeited during the period 0 £0 0 £0
Exercised during the period 0 £0 0 £0
Expired during the period 0 £0 0 £0
Outstanding at the end of the period 1,548,387 £0.155 0 £0
Exercisable at the end of the period 0 £0.155 0 £0

The total charge for the year of £137,676 (2022: £0) was recognised by the company for equity settled share-based payment transactions.

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

9. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 July 2022
and 30 June 2023 147,555
AMORTISATION
At 1 July 2022
and 30 June 2023 147,555
NET BOOK VALUE
At 30 June 2023 -
At 30 June 2022 -

10. TANGIBLE FIXED ASSETS
Plant,
machinery,
Improvements fixtures
to and Motor
property computers vehicles Totals
£    £    £    £   
COST
At 1 July 2022 479,171 6,476,756 2,299,341 9,255,268
Additions 32,734 448,873 203,237 684,844
Disposals - (209,305 ) (253,807 ) (463,112 )
At 30 June 2023 511,905 6,716,324 2,248,771 9,477,000
DEPRECIATION
At 1 July 2022 67,098 5,124,365 1,946,250 7,137,713
Charge for year 19,927 381,169 197,006 598,102
Eliminated on disposal - (201,052 ) (222,911 ) (423,963 )
At 30 June 2023 87,025 5,304,482 1,920,345 7,311,852
NET BOOK VALUE
At 30 June 2023 424,880 1,411,842 328,426 2,165,148
At 30 June 2022 412,073 1,352,391 353,091 2,117,555

11. STOCKS
30.6.23 30.6.22
£    £   
Raw materials 8,331,098 12,150,891

There is no material difference between the replacement cost of stocks and the amounts stated above.

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

12. DEBTORS
30.6.23 30.6.22
£    £   
Amounts falling due within one year:
Trade debtors 6,636,401 7,694,178
Amounts owed by group undertakings 504,076 624,653
Other debtors 11,889 347
Prepayments and accrued income 830,193 896,890
7,982,559 9,216,068

Amounts falling due after more than one year:
Loans owed by group undertakings 4,566,120 5,137,459

Aggregate amounts 12,548,679 14,353,527

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Trade debtors are stated after provisions for impairment of (£186,874) £134,895.

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.6.23 30.6.22
£    £   
Trade creditors 4,080,703 4,353,461
Amounts owed to group undertakings 223,625 65,151
Tax 111,726 215,817
Social security and other taxes 427,437 233,743
VAT 617,849 1,242,429
Other creditors 269,338 198,286
Accruals and deferred income 451,186 489,028
6,181,864 6,797,915

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

14. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
30.6.23 30.6.22
£    £   
Within one year 1,000,349 939,045
Between one and five years 3,769,460 3,629,975
In more than five years 3,119,375 4,010,625
7,889,184 8,579,645

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

15. FINANCIAL INSTRUMENTS

2023 2022
£ £

Financial assets measured at amortised cost 21,327,544 18,186,323

Financial liabilities measured at amortised cost 6,180,610 6,797,915


Financial assets measured at amortised cost comprise cash at bank and in hand, trade debtors and other debtors.

Financial liabilities measured at amortised cost comprise trade creditors & other creditors.

16. PROVISIONS FOR LIABILITIES
30.6.23 30.6.22
£    £   
Deferred tax
Accelerated capital allowances 207,418 254,307

Deferred
tax
£   
Balance at 1 July 2022 254,307
Provided during year (46,889 )
Balance at 30 June 2023 207,418

Deferred tax is provided at the future effective tax rate of 25% based on the rates
substantively enacted at the balance sheet date, the expected timing of the reversals and the expected profitability of the company.

This primarily relates to the reversal of timing differences on acquired tangible assets and capital allowances
through depreciation and amortisation.

17. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 30.6.23 30.6.22
value: £    £   
177,864 Share capital 1 £1 177,864 177,864

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. All ordinary shares rank equally with regard to the company's residual assets.

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

18. RESERVES
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

At 1 July 2022 15,882,919 9,649,769 46,995 25,579,683
Profit for the year 1,156,410 1,156,410
Dividends (1,207,000 ) (1,207,000 )
Capital contribution arising
from equity settled share
based payments 137,676 - - 137,676
Pensions actuarial gain/(loss) (404,000 ) - - (404,000 )
At 30 June 2023 15,566,005 9,649,769 46,995 25,262,769

Retained earnings - includes all current and prior retained period profits and losses of the company net of any dividends paid to shareholders.

Capital redemption reserve - arises from the purchase of own share capital in prior years and will only be realised when the related assets are disposed of by the company.

Share premium - this represents the excess of proceeds over the nominal value of new shares issued.

19. EMPLOYEE BENEFIT OBLIGATIONS

The company sponsors The Harlow Bros Ltd Retirement Benefits Scheme which is a defined benefit scheme in the UK. The scheme is closed to new entrants. As a consequence the current service cost calculated under the projected unit credit method can be expected to increase over time, as the average age of the membership increases. A full actuarial valuation was carried out at 30th June 2023 by a qualified actuary, independent of the scheme's sponsoring employer. The major assumptions used by the actuary are shown below.

The most recent actuarial valuation showed a surplus of £604,000. The employer will meet all levies to the Pension Protection Fund, insurance premiums for death in service benefits and management and administration expenses as and when they are due. The scheme ceased to future accruals on the 31st March 2019.

The assets of the scheme have been valued using a discounted cash-flow approach using the same assumptions as are used to value the liabilities. This is the same approach as adopted in previous years. The liabilities of the scheme have been calculated using the following principal actuarial assumptions.

The mortality assumptions adopted at 30th June 2023 imply the following life expectancies :

Male retiring at age 65 in 2023 21.7 years
Female retiring at age 65 in 2023 23.6 years
Male retiring at age 65 in 2043 22.9 years
Female retiring at age 65 in 2043 25.0 years

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

19. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in the balance sheet are as follows:

Defined benefit
pension plans
30.6.23 30.6.22
£    £   
Present value of funded obligations (1,104,000 ) (1,283,000 )
Fair value of plan assets 1,104,000 1,567,000
- 284,000
Present value of unfunded obligations - -
Surplus - 284,000
Deferred tax asset - 71,000
Net asset - 355,000

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
30.6.23 30.6.22
£    £   
Current service cost - 1,000
Net interest from net defined benefit
asset/liability

(14,000

)

(1,000

)
Past service cost - -
(14,000 ) -

Actual return on plan assets 62,000 (87,000 )

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
30.6.23 30.6.22
£    £   
Opening defined benefit obligation 1,283,000 1,664,000
Current service cost - 1,000
Interest cost 48,000 31,000
Actuarial losses/(gains) (200,000 ) (306,000 )
Benefits paid (27,000 ) (107,000 )
1,104,000 1,283,000

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

19. EMPLOYEE BENEFIT OBLIGATIONS - continued

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
30.6.23 30.6.22
£    £   
Opening fair value of scheme assets 1,567,000 1,761,000
Contributions by employer 106,000 -
Expected return 62,000 32,000
Actuarial gains/(losses) - (119,000 )
Benefits paid (27,000 ) (107,000 )
Assets subject to ceiling (604,000 ) -
1,104,000 1,567,000

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
30.6.23 30.6.22
£    £   
Actual return less expected return on pension
scheme assets

(1,000

)

(119,000

)
Experience gains and losses arising on the
scheme liabilities

64,000

(146,000

)
63,000 (265,000 )

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit
pension plans
30.6.23 30.6.22
£    £   
Cash 1,068,000 989,000
Other assets 640,000 578,000
Assets subject to ceiling (604,000 ) -
1,104,000 1,567,000

None of the fair values of the assets shown above include any direct investments in the company’s own financial instruments or any property occupied by, or other assets used by, the company.

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

30.6.23 30.6.22
Discount rate 5.20% 3.80%
Future pension increases 3.10% 3.10%
Inflation 3.40% 3.30%

Harlow Bros. Limited (Registered number: 00907445)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2023

19. - continued

Defined contribution scheme

The company operates defined contribution pension schemes for the directors and employees. The company makes contributions to its pension scheme for employees, including directors when required. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date, unpaid contributions of £42,026 were due to the fund. These are included in other creditors. The pension charge represents contributions due from the company totalling £97,862 which are charged to the profit & loss account in the period that they arise.

20. RELATED PARTY DISCLOSURES

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.

Other related parties
30.6.23 30.6.22
£    £   
Sales 431,108 162,945
Purchases 4,377 16,357
Amount due from related party 2,760,705 2,695,231

The amount due is unsecured, interest free and repayable on demand.

21. ULTIMATE CONTROLLING PARTY

The company is controlled by Harlow Timber Group Limited, which owns all of the issued share capital in the company. No other group statements include the results of the company. The parent undertaking and the smallest and largest group to consolidate these financial statements is Harlow Timber Group Limited. Copies of the consolidated financial statements can be obtained from the the company registered office as shown on the company information page to these financial statements.

The ultimate controlling party is Harlow Timber Group Employee Ownership Trust which holds 90% of the ordinary shares in Harlow Timber Group Limited in trust for the benefit of the employees. The trustee of the trust is Harlow Timber Group Trustees Limited. A company incorporated in England and Wales limited by Guarantee. There is no identifiable controlling party.