Company registration number 04289786 (England and Wales)
RETSTONE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
RETSTONE LIMITED
COMPANY INFORMATION
Director
G E Williams
Company number
04289786
Registered office
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
Auditor
Sumer Auditco Limited
The Beehive
City Place
Gatwick
RH6 0PA
Bankers
Barclays Bank Plc
The Business Centre
PO Box 144
57 Victoria Square
Bolton
BL1 1FH
RETSTONE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 39
RETSTONE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The director presents the strategic report for the year ended 31 December 2023.

Review of the business

The group has delivered a successful year.

The group has continued to maintain its relationships with existing customers whilst also focusing on driving relationships with new clients. It has continued to focus on increasing its dominance in the UK market and also increasing its presence in the European mainland market and the directors expect that this will continue to be an increasing part of the business in the future.

The overall group performance was in line with the Directors’ expectations. Turnover for the year was £29.4m (2022: £22.1m) an increase of 33%. Reported profit before tax has increased by 90% to £1.3m (2022: £0.7m).

Due to the retention of profits in the group, the net assets have increased to £5.1m (2022: £4.5m) at the balance sheet date. The Directors' are satisfied with this, believing it places the group in a strong and stable financial position.

Objectives and Strategy

The objectives of the group are to deliver long term value to the owners through the supply LED screens, the installation of audio visual systems, the creation and production of venue based television programs and commercial advertisements, content delivery and broadcast distribution through the Live Venue network and the provision of event day services to UK businesses. The Board's strategy is to achieve this based upon the following principles:

Principal risks and uncertainties

The group uses various financial instruments including finance leases and loans. The main risks arising from the group's financial instruments are interest rate risk, credit risk, foreign currency risk, and liquidity risk. The directors review and agree policies for managing each of these risks as summarised below:

 

Interest rate risk

The group finances its operations through a mixture of retained profits and finance leases and loans. The group exposure to interest rate fluctuations on its borrowings is managed by the use of fixed rates for the majority of its leases and loans, and by the use of a floating rate where appropriate.

 

Credit risk

The group's principal financial assets are cash and trade debtors. The principal credit risk arises therefore from its trade debtors. To help manage this risk the group usually has in place within its terms and conditions, liens against the assets which they supply. The group is not exposed to any significant direct currency risk from trade debtors since there are no foreign subsidiaries or balances held in foreign locations, and all invoicing is in sterling. The group has policies in place such that credit checks are made on all potential customers as part of the due diligence credit account procedures which are operating well.

 

Foreign currency risk

The group purchases goods from foreign suppliers and is therefore exposed to translation and foreign exchange risk. This risk is minimised by the directors measuring the risk and forward buying currency when considered appropriate.

 

Liquidity risk

The group seeks to manage financial risk by ensuring liquidity is available to meet foreseeable needs to invest cash assets safely and profitably. Short term flexibility is achieved by overdraft facilities.

RETSTONE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators

The directors review the group’s KPIs at the monthly board meetings. These include operational and financial measurements.

 

 

2023

2022

Turnover

£29.4m

£22.1m

Gross profit margin

25.1%

27.2%

Profit before tax

£1.3m

£0.7m

Average number of employees

201

194

Shareholder funds

£5.1m

£4.5m

 

The group continues to build new and existing customer relationships as revenue growth continues to be a key focus.

 

The growth of the group has required investment in terms of staffing and recruitment. Management believe they have recruited well throughout the year and have a skill set to help them achieve their future objectives.

 

The directors are happy with the strength of the balance sheet and believe it places them in a position to continue to grow and develop in the future.

 

Future developments

The development of new products will continue to be a focus for the R & D team in addition to further refinement of existing products, considering feedback from customers in respect to their use of installations.

 

The business will be extending it’s reach into the European and other markets for both rental and sales of products through trade shows, face-to-face meetings and demonstrations of its products.

 

Focus on core UK markets will also continue, particularly considering and developing opportunities and growth that is complementary to the core business.

 

The group continues to be driven by the commitment and support of excellent employees.

 

 

On behalf of the board

G E Williams
Director
14 August 2024
RETSTONE LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The director presents his annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the group continued to be the hire of outside broadcasting facilities, the design, hire, sale and installation of audio visual systems and the creation and production of television programmes and commercial advertisements.

 

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

G E Williams
Auditor

Sumer Auditco Limited were appointed as auditor to the company and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

RETSTONE LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Strategic report

In accordance with s414(c)(11) of the Companies Act, included in the strategic report is information relating to the future developments of the business which would otherwise be required by schedule 7 of the "Large and Medium Sized Company's (Accounts and Reports) Regulations 2008" to be contained in the directors report.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
G E Williams
Director
14 August 2024
RETSTONE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RETSTONE LIMITED
- 5 -
Opinion

We have audited the financial statements of Retstone Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 and parent 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 director's 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 and 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 director 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 director is responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

RETSTONE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RETSTONE LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing 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 director either intends to liquidate the parent company or to cease operations, or has 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.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: laws related to LED screen hire and live events production, employment law, health and safety and data protection.

RETSTONE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RETSTONE LIMITED
- 7 -

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

 

We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Caroline Snape (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited
14 August 2024
Statutory Auditor
The Beehive
City Place
Gatwick
RH6 0PA
RETSTONE LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
29,405,019
22,128,994
Cost of sales
(22,017,317)
(16,109,064)
Gross profit
7,387,702
6,019,930
Administrative expenses
(5,585,966)
(4,962,396)
Other operating income
26,649
30,735
Operating profit
5
1,828,385
1,088,269
Interest receivable and similar income
8
24,925
11,460
Interest payable and similar expenses
9
(581,306)
(378,248)
Amounts written off investments
10
-
(52,541)
Profit before taxation
1,272,004
668,940
Tax on profit
11
(261,313)
(48,080)
Profit for the financial year
1,010,691
620,860
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

RETSTONE LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
13
12,505,758
10,088,146
Investment property
14
350,000
350,000
12,855,758
10,438,146
Current assets
Stocks
17
2,928,369
2,248,349
Debtors
18
7,855,762
3,649,363
Cash at bank and in hand
1,585,241
3,927,249
12,369,372
9,824,961
Creditors: amounts falling due within one year
19
(13,924,758)
(10,832,458)
Net current liabilities
(1,555,386)
(1,007,497)
Total assets less current liabilities
11,300,372
9,430,649
Creditors: amounts falling due after more than one year
20
(5,864,365)
(4,979,946)
Provisions for liabilities
Deferred tax liability
23
342,071
-
0
(342,071)
-
Net assets
5,093,936
4,450,703
Capital and reserves
Called up share capital
25
692
748
Share premium account
27
-
0
49,950
Revaluation reserve
28
788,670
802,516
Capital redemption reserve
29
398
300
Profit and loss reserves
4,304,176
3,597,189
Total equity
5,093,936
4,450,703

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved and signed by the director and authorised for issue on 14 August 2024
14 August 2024
G E Williams
Director
Company registration number 04289786 (England and Wales)
RETSTONE LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investment property
14
1,850,000
1,850,000
Investments
15
4,600,000
3,500,000
6,450,000
5,350,000
Current assets
Debtors
18
44,077
38,007
Cash at bank and in hand
761,236
1,430,112
805,313
1,468,119
Creditors: amounts falling due within one year
19
(440,957)
(410,386)
Net current assets
364,356
1,057,733
Total assets less current liabilities
6,814,356
6,407,733
Creditors: amounts falling due after more than one year
20
(1,598,480)
(1,959,149)
Provisions for liabilities
Deferred tax liability
23
80,799
105,266
(80,799)
(105,266)
Net assets
5,135,077
4,343,318
Capital and reserves
Called up share capital
25
692
748
Share premium account
27
-
0
49,950
Capital redemption reserve
29
398
300
Other reserves
30
4,599,799
3,499,799
Profit and loss reserves
534,188
792,521
Total equity
5,135,077
4,343,318

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £59,217 (2022 - £75,561 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved and signed by the director and authorised for issue on 14 August 2024
14 August 2024
G E Williams
Director
Company registration number 04289786 (England and Wales)
RETSTONE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Revaluation reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
1,048
269,650
821,362
-
0
3,737,783
4,829,843
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
-
-
620,860
620,860
Redemption of shares
25
(300)
(219,700)
-
300
(780,300)
(1,000,000)
Transfers
-
-
-
-
18,846
18,846
Other movements
-
-
(18,846)
-
-
(18,846)
Balance at 31 December 2022
748
49,950
802,516
300
3,597,189
4,450,703
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
-
1,010,691
1,010,691
Issue of share capital
25
42
-
0
-
-
-
42
Redemption of shares
25
(98)
(49,950)
-
98
(317,550)
(367,500)
Transfers
-
-
-
-
13,846
13,846
Other movements
-
-
(13,846)
-
-
(13,846)
Balance at 31 December 2023
692
-
0
788,670
398
4,304,176
5,093,936
RETSTONE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
1,048
269,650
-
0
2,099,799
1,648,382
4,018,879
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
-
(75,561)
(75,561)
Redemption of shares
25
(300)
(219,700)
300
-
(780,300)
(1,000,000)
Other movements
-
-
-
1,400,000
-
1,400,000
Balance at 31 December 2022
748
49,950
300
3,499,799
792,521
4,343,318
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
-
59,217
59,217
Issue of share capital
25
42
-
0
-
-
-
42
Redemption of shares
25
(98)
(49,950)
98
-
(317,550)
(367,500)
Other movements
-
-
-
1,100,000
-
1,100,000
Balance at 31 December 2023
692
-
0
398
4,599,799
534,188
5,135,077
RETSTONE LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
35
1,971,466
3,782,380
Interest paid
(581,306)
(378,248)
Income taxes refunded
165,269
-
0
Net cash inflow from operating activities
1,555,429
3,404,132
Investing activities
Purchase of tangible fixed assets
(822,350)
(451,842)
Proceeds from disposal of tangible fixed assets
43,750
93,384
Repayment of loans
-
13,763
Interest received
24,925
11,460
Net cash used in investing activities
(753,675)
(333,235)
Financing activities
Redemption of shares
(367,500)
(1,000,000)
Repayment of borrowings
(50,000)
(6,333)
Proceeds from new bank loans
1,072,538
-
Repayment of bank loans
(1,418,199)
(393,868)
Payment of finance leases obligations
(2,380,601)
(1,578,236)
Net cash used in financing activities
(3,143,762)
(2,978,437)
Net (decrease)/increase in cash and cash equivalents
(2,342,008)
92,460
Cash and cash equivalents at beginning of year
3,927,249
3,834,789
Cash and cash equivalents at end of year
1,585,241
3,927,249
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

Retstone Limited (“the company”) is a limited company domiciled and incorporated in England and Wales. The registered office is Fourth Floor, Unit 5B, The Parklands, Bolton, BL6 4SD

 

The group consists of Retstone Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Retstone Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.3
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

 

This is on the basis that although the group has net current liabilities at the year end, this is due to the fact that there has been significant investment in tangible fixed assets. These acquisitions have been financed via finance leases/ hire purchase contracts and repayments are being made over a much shorter period than the fixed assets useful economic life. Creditors due in less than one year, includes 12 repayments which are paid monthly and funding from working capital generated from monthly income.

 

This is demonstrated by the fact that the group has a strong EBITDA of £4.0m (2022: £3.0m), showing that company is generating cash to enable it to meet its liabilities.

 

The group has prepared detailed financial forecasts and these support the going concern basis.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings freehold
2% p.a. straight line
Leasehold improvements
20% p.a. straight line
Plant and machinery
12.5% p.a. straight line, 20% p.a. reducing balance and 33% p.a. straight line
Office computer equipment
33% p.a. reducing balance
Motor vehicles
25% p.a. reducing balance
Other assets
5% p.a straight line

Assets in the course of construction are not depreciated.

The gain or loss arising on the 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.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.7
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Property rented to a group entity is accounted for as a tangible fixed asset.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is recognised in respect of all timing differences which have originated but not reversed at the balance sheet date. Timing differences are differences between taxable profits and the results as stated in the financial statements which arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

 

A net deferred tax asset is regarded as recoverable and therefore recognised only when it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of underlying timing differences can be deducted.

 

Deferred tax is measured at the average tax rates which are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws which have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non - discounted basis.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Share-based payments

The company has issued share options to certain directors/ employees of its trading subsidiary company. These must be measured at fair value and recognised as an expense in the profit and loss with a corresponding increase in equity. The fair value of the options was estimated at the date of grant using the option-pricing model. The fair value will be charged as an expense in the profit and loss account over the vesting period. The charge is adjusted each year to reflect the expected and actual level of vesting.

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.20

Profit and loss reclassification

A profit and loss account reclassification of £383,560 has been processed in respect of wages and salaries which was processed and paid as pension contributions. As such wages and salaries for the year ended 31 December 2022 has been reduced by £383,560, while directors pension has been increased by £120,000 and staff pension increased by £263,560.

 

This profit and loss account reclassification has had no impact on previously reported profit or net assets.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic lives of tangible fixed assets

The useful economic life of tangible fixed assets has to be estimated by the directors of the group to ensure an appropriate depreciation charge is recognised in the year. The value of the assets ultimately depends on the condition of the assets and whether economic income can be derived from the asset. The directors undertake a periodic review of the assets to ensure the value of the assets is fairly stated within the financial statements.

 

During the year, depreciation of £2,226,151 (2022: £1,989,898) has been charged.

 

Refer to note 13 for the carrying values of tangible fixed assets impacted by this key accounting estimate.

Investment properties

The open market value of investment properties held by the group has been estimated by the directors at £350,000 (2022: £350,000). This is in accordance with the recent purchase price.

 

The open market value of investment properties held by the company has been estimated by the directors at £1,850,000 (2022: £1,850,000). This has been determined by an assessed uplift to the conservative property valuations obtained for banking purposes.

 

Refer to note 14 for for further details on this key accounting estimate.

Shares held in subsidiaries

Shares held by the company in subsidiaries, were revalued to fair value based on a professional valuation dated 2016.

 

Historically impairments have been recognised. Each year the carrying value of the shares held in subsidiaries is undertaken by the directors, considering the trading subsidiaries profitability and balance sheet net assets. On this basis reversals of the historic impairment are processed.

 

Refer to note 15 for further details of this key accounting estimate.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2023
2022
£
£
Turnover analysed by class of business
Outdoor
1,214,173
1,088,140
Live
12,066,036
11,631,735
Studios
2,807,711
2,985,346
Displays and services
13,317,099
6,423,773
29,405,019
22,128,994
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
22,135,571
18,617,938
Europe
5,865,155
2,445,979
Rest of World
1,404,293
1,065,077
29,405,019
22,128,994
2023
2022
£
£
Other revenue
Interest income
24,925
11,460
4
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
4,500
4,750
Audit of the financial statements of the company's subsidiaries
17,000
15,000
21,500
19,750
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
5
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(38,013)
(13,719)
Research and development costs
28,349
74,127
Depreciation of owned tangible fixed assets
1,085,732
840,957
Depreciation of tangible fixed assets held under finance leases
1,140,419
1,148,941
Profit on disposal of tangible fixed assets
(37,352)
(47,776)
Cost of stocks recognised as an expense
15,900,973
11,011,799
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Direct production
159
146
-
-
Administrative
23
33
-
-
Sales
19
15
-
-
Total
201
194
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
as restated
£
£
£
£
Wages and salaries
5,865,188
5,239,938
-
0
-
0
Social security costs
645,293
554,392
-
-
Pension costs
668,008
480,448
-
0
-
0
7,178,489
6,274,778
-
0
-
0
7
Director's remuneration
2023
2022
as restated
£
£
Remuneration for qualifying services
140,954
101,072
Company pension contributions to defined contribution schemes
81,321
121,321
222,275
222,393
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Director's remuneration
(Continued)
- 23 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
as restated
£
£
Remuneration for qualifying services
140,954
101,072
Company pension contributions to defined contribution schemes
81,321
121,321

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
24,925
11,460
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
202,735
129,721
Interest on finance leases and hire purchase contracts
378,571
248,527
Total finance costs
581,306
378,248
10
Amounts written off investments
2023
2022
£
£
Other gains and losses
-
(52,541)
11
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
(249,451)
(165,269)
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Taxation
2023
2022
£
£
(Continued)
- 24 -
Deferred tax
Origination and reversal of timing differences
324,464
155,667
Changes in tax rates
-
0
(65,750)
Adjustment in respect of prior periods
186,300
123,432
Total deferred tax
510,764
213,349
Total tax charge
261,313
48,080

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
1,272,004
668,940
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
318,001
127,099
Tax effect of expenses that are not deductible in determining taxable profit
11,406
51,952
Tax effect of income not taxable in determining taxable profit
(39,365)
(29,358)
Unutilised tax losses carried forward
354
-
0
Adjustments in respect of prior years
(249,451)
(165,269)
Effect of change in corporation tax rate
-
(65,750)
Depreciation on assets not qualifying for tax allowances
82,049
6,650
Deferred tax adjustments in respect of prior years
186,300
123,432
Other tax adjustments
(47,981)
298
Impairment losses
-
0
(974)
Taxation charge
261,313
48,080

Deferred tax has been recognised at a rate of 25%. In October 2022, the government announced an increase in the corporation tax main rate from 19% to 25% for companies with profit over £250,000. There is a small company rate of 19% for taxable profits under £50,000 and marginal relief available for profits falling between £50,000 - £250,000 with effect from 1 April 2023.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Fixed asset investments
15
-
52,541
Recognised in:
Amounts written off investments
-
52,541

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
13
Tangible fixed assets
Group
Land and buildings freehold
Leasehold improvements
Assets under construction
Plant and machinery
Office computer equipment
Motor vehicles
Other assets
Total
£
£
£
£
£
£
£
£
Cost or valuation
At 1 January 2023
1,750,000
3,408,843
568,883
26,713,146
236,500
1,152,486
771,456
34,601,314
Additions
-
0
374,246
-
0
1,559,204
127,170
283,490
2,306,051
4,650,161
Disposals
-
0
-
0
-
0
(249,719)
-
0
-
0
-
0
(249,719)
Transfers
-
0
-
0
(568,883)
-
0
-
0
-
0
568,883
-
0
At 31 December 2023
1,750,000
3,783,089
-
0
28,022,631
363,670
1,435,976
3,646,390
39,001,756
Depreciation and impairment
At 1 January 2023
259,583
2,971,920
-
0
20,571,931
168,353
499,755
41,626
24,513,168
Depreciation charged in the year
35,000
160,609
-
0
1,679,295
52,895
154,051
144,301
2,226,151
Eliminated in respect of disposals
-
0
-
0
-
0
(243,321)
-
0
-
0
-
0
(243,321)
At 31 December 2023
294,583
3,132,529
-
0
22,007,905
221,248
653,806
185,927
26,495,998
Carrying amount
At 31 December 2023
1,455,417
650,560
-
0
6,014,726
142,422
782,170
3,460,463
12,505,758
At 31 December 2022
1,490,417
436,923
568,883
6,141,215
68,147
652,731
729,830
10,088,146
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and machinery
3,741,810
5,053,432
-
0
-
0
Motor vehicles
482,138
240,146
-
0
-
0
Other assets
3,460,462
729,830
-
-
Leasehold improvements
504,769
329,484
-
-
8,189,179
6,352,892
-
-

If revalued assets were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:

2023
2022
£
£
Group
Cost
807,710
807,710
Accumulated depreciation
(140,963)
(119,809)
Carrying value
666,747
687,901
14
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 January 2023 and 31 December 2023
350,000
1,850,000

Company

Investment properties include 9 and 10 Pittman Court, Pittman Way, Fulwood, Preston at a fair value of £1,500,000 (2022: £1,500,000).

 

A professional valuation was undertaken on 17 July 2015 by Peill & Co Chartered Surveyors, who are not connected with the company, valued at £1,750,000.

 

On 10 February 2021, the property was valued for bank valuation purposes at £1,250,000. The Directors are of the opinion that a valuation of £1,500,000 represents the fair value based on market evidence of transaction prices for similar properties.

 

A further rental property, 113 Wilmington Close was acquired for £350,000 plus completion costs of £22,121. The Directors are of the opinion that the acquisition price excluding legal fess of £350,000 represents its fair value.

Group

A further rental property, 113 Wilmington Close was acquired for £350,000 plus completion costs of £22,121. The Directors are of the opinion that the acquisition price of £350,000 represents its fair value.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
4,600,000
3,500,000
Fixed asset investments not carried at market value

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2023 and 31 December 2023
552,541
Impairment
At 1 January 2023 and 31 December 2023
552,541
Carrying amount
At 31 December 2023
-
At 31 December 2022
-

The group historically invested €500,000 for 2.8% of the Ordinary share capital of Supponor Holdings Limited. On 1 July 2019 the company made a further investment of €125,000 in return for 3.73% of the Ordinary share capital of Supponor Holdings Limited. (Registered Office: 12 Hammersmith Grove, Suite 3125, London, England, W6 7AP).

 

During 2019, an impairment of £500,000 was recognised and a further £52,541 impairment was recognised in 2021. This has resulted in a carrying value of £Nil (2022: £Nil).

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2023 and 31 December 2023
7,878,000
552,541
8,430,541
Impairment
At 1 January 2023
4,378,000
552,541
4,930,541
Impairment loss reversals
(1,100,000)
-
(1,100,000)
At 31 December 2023
3,278,000
552,541
3,830,541
Carrying amount
At 31 December 2023
4,600,000
-
4,600,000
At 31 December 2022
3,500,000
-
3,500,000

Shares held in respect of group undertakings have a historical cost of £200 (2022: £200). These were revalued in 2016 to a fair value of £7,878,000, in accordance with a professional valuation dated 22nd December 2016.

 

Reductions in fair value totalling £3,278,000 (2022: £4,378,000) have been recognised to date, resulting in a carrying value of £4,600,000 (2022: £3,500,000), assessed on a net assets basis by the directors.

 

Additonally, the company historically invested €500,000 for 2.8% of the Ordinary share capital of Supponor Holdings Limited. On 1 July 2019 the company made a further investment of €125,000 in return for 3.73% of the Ordinary share capital of Supponor Holdings Limited. (Registered Office: 12 Hammersmith Grove, Suite 3125, London, England, W6 7AP).

 

During 2019, an impairment of £500,000 was recognised and a further £52,541 impairment was recognised in 2021. This has resulted in a carrying value of £Nil (2022: £Nil).

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
16
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
ADI UK Limited
1
Broadcasting & screen hire
Ordinary
100.00
-
ILC Sport Limited
1
DVD license distribution
Ordinary
100.00
-
ADI Europe Limited
1
Dormant
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Fourth Floor, Unit 5B, The Parklands, Bolton, BL6 4SD
17
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Work in progress
2,917,694
2,201,840
-
-
Finished goods and goods for resale
10,675
46,509
-
0
-
0
2,928,369
2,248,349
-
-
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
18
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
5,235,053
2,301,020
-
0
-
0
Corporation tax recoverable
249,451
165,269
-
0
-
0
Amounts owed by group undertakings
-
-
35,658
34,760
Other debtors
27,445
4,800
-
0
-
0
Prepayments and accrued income
1,406,673
1,009,581
8,419
3,247
6,918,622
3,480,670
44,077
38,007
Deferred tax asset (note 23)
-
0
168,693
-
0
-
0
6,918,622
3,649,363
44,077
38,007
Amounts falling due after more than one year:
Trade debtors
176,584
-
0
-
0
-
0
Prepayments and accrued income
760,556
-
0
-
0
-
0
937,140
-
-
-
Total debtors
7,855,762
3,649,363
44,077
38,007
19
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
21
406,986
391,978
406,986
391,978
Obligations under finance leases
22
2,408,794
2,206,672
-
0
-
0
Other borrowings
21
-
0
50,000
-
0
-
0
Trade creditors
2,292,413
1,298,249
-
0
-
0
Other taxation and social security
269,243
179,789
3,590
3,190
Other creditors
99,188
92,384
-
0
-
0
Accruals and deferred income
8,448,134
6,613,386
30,381
15,218
13,924,758
10,832,458
440,957
410,386

Bank loans are secured by way of a fixed and floating charge over all assets of the group.

 

Net obligations under finance lease and hire purchase are secured on the assets concerned.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
20
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
21
1,598,480
1,959,149
1,598,480
1,959,149
Obligations under finance leases
22
4,068,685
2,823,597
-
0
-
0
Accruals and deferred income
197,200
197,200
-
0
-
0
5,864,365
4,979,946
1,598,480
1,959,149

Bank loans are secured by way of a fixed and floating charge over all assets of the group.

 

Net obligations under finance lease and hire purchase are secured on the assets concerned.

21
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
2,005,466
2,351,127
2,005,466
2,351,127
Other loans
-
0
50,000
-
0
-
0
2,005,466
2,401,127
2,005,466
2,351,127
Payable within one year
406,986
441,978
406,986
391,978
Payable after one year
1,598,480
1,959,149
1,598,480
1,959,149

Bank loans include £225,046 (2022: £237,286) in relation to a mortgage which is repayable on a monthly basis over a term of 60 months. Interest is charged at a rate of 3.5% p.a. above base.

 

A further bank loan of £725,000 (2022: £1,025,000) is repayable on a monthly basis over a term of 72 months. Interest is charged at a rate of 3.5% p.a. above base.

 

A further bank loan of £1,055,420 (2022: £Nil) is repayable on a quarterly basis over a term of 60 months. Interest is charged at a rate of 3.5% p.a. above base.

 

In the prior year, a bank loan of £1,088,841 was repayable on a quarterly basis over a term of 60 months. Interest is charged at a rate of 3.5% p.a. above base. This bank loan was fully repaid in the current year.

 

All bank loans are secured by way of a fixed and floating charge over all assets of the group.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
22
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
2,408,794
2,206,672
-
0
-
0
In two to five years
4,068,685
2,823,597
-
0
-
0
6,477,479
5,030,269
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

23
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
ACAs
1,930,353
-
-
(1,157,153)
Tax losses
(1,501,087)
-
-
1,395,007
Revaluations
105,266
-
-
(105,266)
Retirement benefit obligations
(4,878)
-
-
-
Remuneration
(187,583)
-
-
36,105
342,071
-
-
168,693
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£
£
£
£
Tax losses
(24,467)
-
-
-
Revaluations
105,266
105,266
-
-
80,799
105,266
-
-
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Deferred taxation
(Continued)
- 34 -
Group
Company
2023
2023
Movements in the year:
£
£
Liability/(Asset) at 1 January 2023
(168,693)
105,266
Charge/(credit) to profit or loss
510,764
(24,467)
Liability at 31 December 2023
342,071
80,799

Group

The deferred tax liability set out above, predominately relates to accelerated capital allowances that are expected to mature over the associated fixed assets useful economic life. Tax losses carried forward will be utilised against future profits. Pension contributions and remuneration will attract tax relief in the year paid.

 

Company

Group

The deferred tax liability set out above, predominately relates to accelerated capital allowances that are expected to mature over the associated fixed assets useful economic life. Tax losses carried forward will be utilised against future profits. Pension contributions and remuneration will attract tax relief in the year paid. Tax on revalued properties are also recognised.

 

Company

The deferred tax liability set out above, predominately relates to future capital gains tax payable on a revalued property, less the tax losses carried forward, which will be utilised against future profits.

24
Retirement benefit schemes
2023
2022
as restated
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
668,008
480,448

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 fund.

 

At the balance sheet date, pension contributions payable, as included in other creditors amount to £96,322 (2022: £90,268).

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
25
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
650
650
650
650
Ordinary C shares of £1 each
-
50
-
50
Ordinary D share of £1 each
-
48
-
48
Ordinary E share of £1 each
16
-
16
-
Ordinary F share of £1 each
14
-
14
-
Ordinary G share of £1 each
12
-
12
-
692
748
692
748

During the year, 50 Ordinary C shares and 48 Ordinary D shares with a nominal value of £1 each were repurchased by the company at a total value of £367,500.

 

Additionally, 16 Ordinary E shares, 14 Ordinary F shares and 12 Ordinary G shares with a nominal value of £1 each were issued at par, as part of the EMI share options exercised on 15 March 2023.

RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 36 -
26
Share-based payment transactions
Group and Company
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
42
42
16,687.86
16,687.86
Exercised
(42)
-
16,687.86
-
Outstanding at 31 December 2023
-
42
-
16,687.86
Exercisable at 31 December 2023
-
42
-
16,687.86

On 20th March 2013, 16 Ordinary E shares, 14 Ordinary F shares and 12 Ordinary G shares all for £1 each were granted under an EMI share option scheme to 3 directors/ employees of the trading company ADI UK Limited. These were exercised on 15 March 2023.

 

The market value of the 42 Alphabet Ordinary shares at the date of grant has been agreed by HM Revenue and Customs at £397.33 per share.

27
Share premium account
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
49,950
269,650
49,950
269,650
Share capital redemption
(49,950)
(219,700)
(49,950)
(219,700)
At the end of the year
-
0
49,950
-
0
49,950

The share premium account arose on the purchase of Ordinary B and Ordinary C shares of £1 each, at a premium on the 11th September 2003. During the year the Ordinary C shares were repurchased by the company (2022: Ordinary B shares were repurchased).

28
Revaluation reserve
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
802,516
821,362
-
0
-
0
Other movements
(13,846)
(18,846)
-
-
At the end of the year
788,670
802,516
-
0
-
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 37 -
29
Capital redemption reserve
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
300
-
0
300
-
0
Transfers
98
300
98
300
At the end of the year
398
300
398
300

During the year 50, Ordinary C shares and 48 Ordinary D both with a nominal value of £1 each, were bought back by the company at a total value of £367,500.

30
Other reserves
2023
2022
Group
£
£
At the beginning and end of the year
-
-
2023
2022
Company
£
£
At the beginning of the year
3,499,799
2,099,799
Other movements
1,100,000
1,400,000
At the end of the year
4,599,799
3,499,799

Other reserves relate to the accumulated fair value adjustments in the carrying value of shares held in subsidiaries, based on a valuation report dated 22 December 2016. The carrying value of shares held in subsidiaries has been subsequently impaired based on the Directors assessment, considering net assets of the trading subsidiaries. The original cost of the share's restated at fair value is £200 (2021: £200).

31
Operating lease commitments

The operating leases represent leases Digital Perimeter Systems to a third party. The leases is dated 2021 and includes fixed rentals over a 6 year lease term, there is an option to purchase at the end of the lease.

 

Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
387,406
552,988
-
-
Between two and five years
467,070
767,111
-
-
854,476
1,320,099
-
-
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
32
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2022
2023
2022
£
£
£
£
Acquisition of tangible fixed assets
-
2,492,598
-
-
33
Related party transactions

The company and group has taken advantage of the exemption available in FRS 102 "Related party disclosures" whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

 

Group

During the year, pension contributions of £6,054 (2022: £6,045) were made to ADI UK Ltd Retirement Benefit Scheme, the company's self-administered pension scheme. At the year end £96,322 (2022: £90,268) was included in other creditors. This balance is unsecured, repayable on demand and non-interest bearing.

 

During the year sales of £Nil (2022: £1,174,637) were made to Outdoor Digital Productions Ltd a related company due to common director. No balance was due at the year end (2022: £Nil).

34
Controlling party

The ultimate controlling party is G E Williams based on his majority shareholding.

 

35
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
1,010,691
620,860
Adjustments for:
Taxation charged
261,313
48,080
Finance costs
581,306
378,248
Investment income
(24,925)
(11,460)
Gain on disposal of tangible fixed assets
(37,352)
(47,776)
Depreciation and impairment of tangible fixed assets
2,226,151
1,989,898
Other gains and losses
-
52,541
Movements in working capital:
Increase in stocks
(680,020)
(1,647,536)
(Increase)/decrease in debtors
(4,288,960)
159,858
Increase in creditors
2,923,262
2,239,667
Cash generated from operations
1,971,466
3,782,380
RETSTONE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 39 -
36
Analysis of changes in net debt - group
1 January 2023
Cash flows
New finance leases
31 December 2023
£
£
£
£
Cash at bank and in hand
3,927,249
(2,342,008)
-
1,585,241
Borrowings excluding overdrafts
(2,401,127)
395,661
-
(2,005,466)
Obligations under finance leases
(5,030,269)
2,380,601
(3,827,811)
(6,477,479)
(3,504,147)
434,254
(3,827,811)
(6,897,704)
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