REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
NIMANS LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
NIMANS LIMITED |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 5 |
Report of the Independent Auditors | 8 |
Income Statement | 12 |
Statement of Financial Position | 13 |
Statement of Changes in Equity | 14 |
Notes to the Financial Statements | 15 |
NIMANS LIMITED |
COMPANY INFORMATION |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
100 Barbirolli Square |
Manchester |
M2 3BD |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
STRATEGIC REPORT |
for the Year Ended 31 December 2023 |
The directors present their strategic report of the Company for the year ended 31st December 2023. |
ABOUT NIMANS |
Strategy and business model |
The principal activity of Nimans Limited (the "Company") is the supply and distribution of unified communications and electronic equipment to trade customers. |
Nimans Limited operate in a highly competitive environment with several regional and global players. The Company differentiates itself through its breadth of product offering, technical expertise, and the provision of high levels of service and support to our customers and vendor partners. We have a large and diverse customer base and long-standing relationships with a number of vendors, some of which date back to the Company's origins in 1985. |
The Company's strategy is to achieve long term, sustained and profitable growth, whilst promoting an environment for our teams to develop their careers at Nimans. We believe our people are the best in the industry and they make the difference. This has been evident through their continued hard work demonstrated in 2023 despite the challenging market conditions. |
The Board would like to thank all of our teams, our customers and our vendors for their continued loyalty and support as we all share the successes of 2023. |
Future Developments |
Our plan for the future is to continue to invest in our teams and to strengthen our portfolio of products and services offered. |
Financial Key Performance Indicators |
2023 | 2022 |
£'000 | £'000 |
Revenue | 126,251 | 120,316 |
Gross Profit | 18,179 | 16,511 |
Gross Margin | 14.4% | 13.7% |
Profit Before Tax | 6,641 | 6,216 |
Net Assets | 12,299 | 8,974 |
Business Review |
The financial position of Nimans Limited is presented in the Statement of Financial Position on page 13. The Board are very pleased to report that in 2023 we again achieved a credible set of results across all the Company's key financial metrics despite challenging market conditions. Our underlying organic growth continues to be good as we target a broader range of products, services and new vendors whilst continuing to focus on growing our customer base. |
Revenue increased by 4.9% to £126m and gross margin increased to 14.4%. Profit before tax increased by 6.8% to £6.6m. Cash balances increased from £4.5m to £7m. The Company has no bank loans and access to £12m of unutilised bank facilities. |
Employees |
The directors have taken the lead in carrying out the duties of a Board in respect of the Company's employees, including engaging with them, having regard to their interests and the effect of that regard (including on the principal decisions taken by the company during the financial year). The Board of the Company has also considered relevant matters where appropriate. |
We recognise the importance of our staff to the success of the business since our product sales rely on the excellent service provided by our team. We aim to attract, motivate and retain the best people in our industry, regardless of race, age or disability. The Company provides its employees with information and consults with staff on matters of concern to them. |
The Company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Company's policy whenever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate. |
The Board would like to thank our staff for the support, commitment and enthusiasm shown last year. |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
STRATEGIC REPORT |
for the Year Ended 31 December 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES |
As with many similar businesses, the Company is exposed to a variety of risks and uncertainties. The directors consider the following are the principal risk factors that could materially impact the Company's future operating profits or financial position. |
- | Intense competition amongst regional and global competitors with exceptionally low margin expectations resulting in lower gross margins and financial returns |
- | The cost-of-living crisis, or other such market forces that create uncertainty around supply or demand for products |
- | Dependency on senior management personnel who have extensive experience and knowledge of the Company, the Company's markets, product and service offering, vendor portfolio and customer base |
- | Loss of key customers and therefore lack of certainty in respect of the retention of existing customers who may elect not to continue contracting with the Company |
- | Termination of a Company's major supply agreement or product shortages may adversely impact the results of operations |
- | Significant changes in supplier terms, such as volume discounts or rebates, a reduction in the number of incentives available, reduction or termination of price protection, stock rotations or other stock management programs, or reductions in payment terms may adversely impact operations or financial conditions |
- | Currency fluctuations impacting supply prices. The company principally buys and sells in Sterling, but a proportion of its sales and purchases are hedged to minimise risk |
- | Technology failure. The failure of critical IT, fixed or mobile assets causing disruption |
- | Cyber threat and information security. Internal or external attack resulting in service downtime or a data breach |
The Company has embedded systems and controls to monitor and actively manage each of these potential exposures with regular reviews, reassessment, and proactive management of these risks. |
Conflict in Ukraine and its impact on our business |
Whilst we have a supplier with a location in Israel, the Company has no direct exposure to the ongoing conflicts in either Russia, Ukraine or Gaza. We do not believe that any of our major customers have a material exposure to these markets. The board is monitoring the wider economic situation because of these conflicts, but at this time does not anticipate any significant impact to the Company from them. |
Cost-of-Living Crisis |
The board is monitoring the effects of the cost-of-living crisis on an ongoing basis with regards to its various stakeholders both within and external to the business. The Company has taken steps with regards to putting in provisions to help staff through the challenges experienced because of the crisis. The management team are also closely looking at the impact on demand from customers and the various sectors the Company transacts with, along with any issues experienced resulting from the crisis with suppliers. |
Environmental Matters |
The Company is focused on reducing emissions and improving the working environment. While the Company does not anticipate material changes to the business model, the Company's environmental initiative, One Plan, outlines the mission to reduce environmental impact, promote social responsibility and ensure economic viability through sustainable practices in conjunction with our suppliers and customers. |
As a distributor of electronics equipment, the Company is required to comply with a range of regional, national and international guidelines and regulations. The Company has arrangements with third party providers to ensure that it meets its obligations to recycle redundant devices in compliance with Waste Electrical and Electronic Equipment (WEEE) regulations. |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
STRATEGIC REPORT |
for the Year Ended 31 December 2023 |
SECTION 172(1) STATEMENT |
From the perspective of the board, as a result of the Company's governance structure, the matters that it is responsible for considering under Section 172 (1) of the Companies Act 2006 have been considered to an appropriate extent by the Board. The Board has also considered relevant matters, where appropriate. To the extent necessary for an understanding of the development, performance and position of the entity, an explanation of how the Board has considered the matters set out in s172 is set out in the Group's (Midwich Group plc) annual report, which does not form part of this report. |
ON BEHALF OF THE BOARD: |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
REPORT OF THE DIRECTORS |
for the Year Ended 31 December 2023 |
The directors present their report and the financial statements of the Company for the year ended 31 December 2023. Some disclosures that would normally be included in the directors' report are included in the strategic report. These include the review of the principal risks and uncertainties facing the business and an indication of likely future developments for the Company. |
DIVIDENDS |
During the year the Company declared dividends of £1,782,300 (2022 - £12,054,047). |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
GOING CONCERN |
The Board takes all reasonable steps to review and consider any factors that may affect the ability of the Company to continue as a going concern. The Company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company can generate sufficient liquidity to continue in operational existence for the foreseeable future. At the end of 2023, the directors considered the working capital of the business to be adequate for its needs, and the Company therefore continues to adopt the going concern basis in preparing its financial statements. |
FINANCIAL RISK MANAGEMENT AND POLICIES |
The Company uses various financial instruments such as invoice discounting, trade receivables and trade payables that arise directly from its operations. |
The main financial risks arising from the Company's operations are credit risk, currency risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below. |
Credit Risk |
The Company's principal financial assets are cash and trade receivables. |
To address credit risks the directors engage a significant internal credit control function with clear procedures and controls designed to assess, manage, and mitigate credit risk. The Company also purchases extensive credit insurance to supplement its internal credit control function and provide further protection from credit risks. |
Interest rate risk |
The Company's invoice discounting facility is linked to the UK base rate and London Inter-bank Offered Rate (LIBOR). An increase in these rates would impact the Company's cost of borrowing which, in turn, would affect the Company's financial performance. |
The Company regularly monitors its exposure to interest rate movements and, where appropriate, will consider risk management products to mitigate this risk. |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
REPORT OF THE DIRECTORS |
for the Year Ended 31 December 2023 |
Currency risk |
The Company largely sources goods from vendors and supplies customers in sterling. To the extent that foreign currency denominated payments are due to suppliers, these are often hedged by matching receipts from customers. |
In the event of a long term and material exposure to a movement in currency, the Company considers the merits of taking out a risk management product to reduce the risk. |
Liquidity risk |
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by group funding facility available to Nimans Limited. |
Key performance indicators |
The company's key performance indicators are described in the Strategic Report. |
Directors' and officers' liability insurance |
The Company maintains insurance cover for the directors and key personnel against liabilities which may be incurred by them while carrying out their duties. |
Other stakeholders |
Similarly, from the perspective of the Board, as a result of the Group governance structure, the Group Board has taken the lead in carrying out the duties of a Board in respect of the Company's other stakeholders. The Board of the Company has also considered relevant matters where appropriate. An explanation of how the directors on the Group Board have had regard to the need to foster the Company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year, is set out (for the Group and for the Company) in the Group's annual report, which does not form part of this report. |
STREAMLINED ENERGY AND CARBON REPORTING |
As a result of the Group (Midwich Group plc) governance structure, the matters applicable under streamlined energy and carbon reporting have been considered in relation to the group and this company within the group's annual report, which does not form part of this report. |
DISCLOSURE IN THE STRATEGIC REPORT |
The Group has chosen, in accordance with Section 414 C(ii) of the Companies Act 2006, and as noted in this Directors' Report, to include certain matters in its Strategic Report that would otherwise be required to disclose in this Directors' Report, specifically in respect of the review of the business, disabled employees, research and development, future developments and key risks in the business. |
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), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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. |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
REPORT OF THE DIRECTORS |
for the Year Ended 31 December 2023 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditor, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NIMANS LIMITED |
Opinion |
We have audited the financial statements of Nimans Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Statement of Financial Position, 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 101 'Reduced Disclosure Framework' (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 31 December 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. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NIMANS LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 |
NIMANS 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. |
Identifying and assessing potential risks related to irregularities |
In identifying and assessing risks of material misstatement in respect of irregularities including fraud and non-compliance with laws and regulations we have considered the following: |
- The nature of the industry and sector, control environment and business performance including the company's remuneration policies, key drivers for directors remuneration, bonus levels and performance targets; |
- Results of the enquiries of management about their own identification and assessment of the risks of irregularities; |
- Any matters we have identified having obtained and reviewed the company's documentation of their policies and procedures relating to: |
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; |
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: revenue recognition, stock provision and stock valuation. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. |
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, 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 UK Companies Act, environmental laws, employment law, health and safety, pensions legislation and tax legislation. |
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. |
Audit response to risks identified |
Our procedures to respond to risks identified included the following: |
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
- enquiring of management concerning actual and potential litigation and claims; |
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and |
- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NIMANS LIMITED |
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. |
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. |
for and on behalf of |
100 Barbirolli Square |
Manchester |
M2 3BD |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
INCOME STATEMENT |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
REVENUE | 4 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
6,806,178 | 6,441,687 |
Other operating income |
OPERATING PROFIT |
Interest payable and similar expenses | 6 |
PROFIT BEFORE TAXATION | 7 |
Tax on profit | 8 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME |
Items that will not be reclassified to profit or loss: |
Capital contribution |
Other reserves | ( |
) |
Income tax relating to items that will not be reclassified to profit or loss |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
STATEMENT OF FINANCIAL POSITION |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
ASSETS |
NON-CURRENT ASSETS |
Property, plant and equipment | 10 |
Investments | 11 |
Right of use assets | 12 |
CURRENT ASSETS |
Inventories | 13 |
Trade and other receivables | 14 |
Cash at bank and in hand |
40,253,821 | 34,788,760 |
CAPITAL, RESERVES AND LIABILITIES |
CAPITAL AND RESERVES |
Share capital | 15 |
Capital contribution | 16 |
Capital redemption | 16 |
Other reserves | 16 |
Retained earnings | 16 |
SHAREHOLDERS' FUNDS |
LIABILITIES | 17 |
The financial statements were approved by the Board of Directors and authorised for issue on |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 December 2023 |
Share | Retained | Capital |
capital | earnings | contribution |
£ | £ | £ |
Balance at 1 January 2022 |
Profit for the year | - | 4,998,380 | - |
Other comprehensive income | - | - |
Total comprehensive income | - |
Dividends | - | ( |
) | - |
Balance at 31 December 2022 |
Profit for the year | - | 5,065,984 | - |
Other comprehensive income | - | - | 41,138 |
Total comprehensive income | - | 41,138 |
Dividends | - | ( |
) | - |
Balance at 31 December 2023 |
Capital | Other | Total |
redemption | reserves | equity |
£ | £ | £ |
Balance at 1 January 2022 |
Profit for the year | - | - | 4,998,380 |
Other comprehensive income | 16,667 |
Total comprehensive income |
Dividends | - | - | ( |
) |
Balance at 31 December 2022 |
Profit for the year | - | - | 5,065,984 |
Other comprehensive income | - | ( |
) | 41,129 |
Total comprehensive income | - | ( |
) |
Dividends | - | - | ( |
) |
Balance at 31 December 2023 |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Nimans Limited is a private company limited by shares, incorporated in England and Wales, registration number 01876587. The registered office is Midwich Limited, Vinces Road, Diss, IP22 4YT. The principal place of business is Agecroft Road, Pendlebury, Swinton, Manchester, M27 8SB. |
2. | ACCOUNTING POLICIES |
Basis of preparation |
The Company maintains its books and records in sterling ("£") and presents its annual financial statements in conformity with United Kingdom laws and regulations. |
These annual financial statements have been prepared in accordance with Financial Reporting Standard FRS 101 and in accordance with applicable accounting standards, as adopted by the European Union and the Companies Act 2006. |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
• | the requirements of IFRS 7 Financial Instruments: Disclosures; |
• | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
• | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1; |
• | the requirements of IAS 7 Statement of Cash Flows; |
• | the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes; |
• | the requirements of paragraph 74(b) of IAS 16; |
• | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
• | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
• | the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets. |
Revenue |
Revenue arises from the sale of goods and incidental ancillary services. |
Revenue from the sale of goods is recognised on despatch when control of the products is transferred to the customer. All performance obligations are met on despatch when the customer obtains control to direct the goods in the channel and incurs the risk of obsolescence. |
Revenue from ancillary services is recognised over time as the services are performed. Where contracts for the sales of ancillary services include multiple performance obligations the transaction price is allocated to each separate performance obligation within the contract. Revenue for each performance obligation is estimated based on expected cost-plus margin and is recognised over time as the service is performed. |
Finance income and costs |
Interest income and expense is recognised using the effective interest method which calculates the amortised cost of a financial asset or liability and allocates the interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability to the net carrying amount of the financial asset or liability. Other finance costs include the changes in fair value of derivatives and other financial instruments measured at fair value through profit or loss. |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Property, plant and equipment |
Property, plant and equipment are stated at historical costs less depreciation less any impairment losses. Costs includes expenditure that is directly attributable to the acquisition or construction of these items. Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Company and the costs can be measured reliably. All other costs, including repairs and maintenance costs, are charged to the income statement in the period in which they are incurred. |
Depreciation is calculated on a straight-line basis on property, plant and equipment as follows: |
Short Leasehold | Straight line deprecation over the period in which the lease relates to |
Plant and Machinery | 3-10 years straight line |
Fixtures and Fittings | 15% - 33% - Straight Line |
Motor Vehicles | 20% - Straight Line |
Computer Equipment | 25% - 33% - Straight Line |
Depreciation is provided on cost less residual value. The residual value, depreciation method and useful lives are annually reassessed. Each asset's estimated useful life has been assessed for limitations in its physical life and for possible future variations in those assessments. Estimates of remaining useful lives are made on a regular basis for all machinery and equipment, with annual reassessments for major items. Changes in estimates are accounted for prospectively. The gain or loss arising on disposal or scrapping of an asset is determined as the difference between the sales proceeds, net of selling costs, and the carrying amount of the asset and is recognised in the income statement. |
Investment |
Investments are valued at cost less provision for any permanent impairment. |
Inventory |
Inventory is valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow-moving items. Cost comprises purchase price and directly attributable costs incurred in bringing products to their present location and condition. |
Current taxation |
Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Company's liability for current tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the end of the reporting period date. |
Deferred taxation |
Deferred taxation is calculated using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. No deferred tax is recognised on initial recognition of goodwill or on investment in subsidiaries. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled. Deferred tax liabilities are provided in full and are not discounted. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. |
Foreign currency |
The presentation and functional currency for the Company is Sterling. Foreign currency transactions made by the Company are recorded in the functional currency at the exchange rate at the date of the transaction. Monetary assets and liabilities have been translated at rates in effect at the reporting date, with any exchange adjustments being charged or credited to the income statement, within administrative expenses. |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Employee benefit costs |
Provision is made in the financial statements for all employee benefits. Liabilities for wages and salaries, including non monetary benefits and annual leave obliged to be settled within 12 months of the reporting date, are recognised in accruals. Contributions to defined contribution pension plans are charged to the income statement in the period to which the contributions relate. |
Trade and other receivables |
Trade and other receivables are financial assets recognised when the Company becomes party to the contractual provisions of the instrument. Included within trade and other receivables are vendor rebates. |
Trade and other receivables are initially measured at transaction price plus directly attributable transaction costs. Transaction price is equivalent to fair value for trade and other receivables that do not contain a significant financing component. Where trade and other receivables do contain a significant financing component the fair value is equivalent to the transaction price adjusted for the effects of discounting. The effects of discounting are not adjusted if it is expected at the inception of the contract that there will be a period of one year or less from when the goods or services are transferred to the customer to the payment date. |
Trade and other receivables are subsequently measured at amortised cost using the effective interest method less expected credit losses. Expected credit losses are calculated based on probability weighted amounts derived from a range of possible outcomes that are based on reasonable supporting information and discounted for the time value of money. The Company applies the simplified approach to measure the loss allowance at an amount equal to lifetime expected credit losses including where trade receivables contain a significant financing component. The effects of expected credit losses are omitted if immaterial. |
Trade and other payables |
Trade and other payables are financial liabilities recognised when the Company becomes party to the contractual provisions of the instrument. Trade and other payables are initially measured at fair value minus transaction costs directly attributable to the issue of the financial liability. Trade and other payables are subsequently measured at amortised cost using the effective interest method. |
Cash and cash equivalents |
Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less from inception. |
Right of use assets |
Right of use assets are recognised at the commencement date of the lease when the asset is available for use. Right of use assets are initially measured at cost including initial direct costs incurred and the initial value of the lease liability. Right of use assets are subsequently measured at cost less any accumulated depreciation, impairment losses and adjustments arising from lease modifications that are not a termination of the lease.Modifications to leases that decrease the scope of the lease are treated as partial or full termination of a lease. A gain or loss on disposal is recognised when there is termination of a lease. |
Specifically, Right of use assets relate to land and buildings upon which depreciation is calculated on a straight-line basis over the period of the lease. |
Equity |
Equity comprises the following: |
- "Share capital" represents the nominal value of equity shares issued. |
- "Capital redemption' represents amounts transferred following the purchase of a company's own shares out of distributable profits |
- "Fair value" represents share based payments. |
- "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders. |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Share based payments |
Equity-settled share based payments are measured at the fair value of the equity instrument. The fair value of the equity-settled transactions is recognised as an expense over the vesting period. The fair values of the equity instruments are determined at the date of grant incorporating market based vesting conditions. The fair value of goods and services received is measured by reference to the fair value of options. The fair values of share options are measured using the Black Scholes model. The expected life used in the models is adjusted, based on management's best estimate of the effects of non-transferability, exercise restrictions and behavioural considerations. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other performance or service conditions are satisfied. Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award. Where an equity-settled award is forfeited during the vesting period, the cumulative charge expensed up to the date of forfeiture and is credited to the income statement. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The preparation of financial statements in accordance with the principles of FRS 101 requires the directors to make judgements and use estimation techniques in order to provide a fair presentation of the Company's financial position and performance. Accounting judgements represent the accounting decisions made by the directors that have the most significant effect on amounts recognised in the financial statements. Sources of estimation uncertainty represent the assumptions made by management that carry significant risks of a material adjustment to the value of assets and liabilities within the next financial year. Judgements and estimates are evaluated based on historic experience, on going developments within the Company, and reasonable expectations of future events. Judgements and estimates are subject to regular review by the directors. |
The following are the significant sources of estimation uncertainty facing the Company in preparing the financial statements: |
Inventory write down |
Inventory is written down to the lower of cost and net realisable value. To determine inventory write downs the Company is required to estimate the future sales volumes, sales prices, costs to sell inventory, and shrinkage. |
The Company uses a range of different techniques to write down inventory to the lower of cost and net realisable value including a formulaic methodology based on the age of inventory. The aged inventory methodology writes down inventory by a specific percentage based on time elapsed from purchase date and these specific percentages are based on historic data. |
A specific stock provision of £551,845 (2022: £807,401) is provided in order to value the stock in line with the accounting policy. |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
4. | REVENUE |
The revenue and profit before taxation are attributable to the one principal activity of the company. |
An analysis of revenue by class of business is given below: |
2023 | 2022 |
£ | £ |
An analysis of revenue by geographical market is given below: |
2023 | 2022 |
£ | £ |
UK |
Europe |
Rest of the world |
5. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 7,893,501 | 6,950,668 |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
Sales and distribution | 151 | 154 |
Administration | 54 | 74 |
2023 | 2022 |
£ | £ |
Directors' remuneration |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank and other interest |
Other interest paid | 124,226 | 127,391 |
Fair value of financial |
derivatives | (35,001 | ) | 35,877 |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
7. | PROFIT BEFORE TAXATION |
The profit before taxation is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Depreciation - owned assets |
Profit on disposal of fixed assets | ( |
) |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
8. | TAXATION |
Analysis of tax expense |
2023 | 2022 |
£ | £ |
Current tax: |
Tax |
Corporation tax prior years | - | 49,290 |
Total current tax | 1,584,698 | 1,220,448 |
Deferred tax | ( |
) | ( |
) |
Total tax expense in income statement |
Factors affecting the tax expense |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before income tax |
Profit multiplied by the standard rate of corporation tax in the UK of (2022 - |
1,561,964 |
1,180,976 |
Effects of: |
Depreciation in excess of capital allowances | 1,882 | 43,487 |
Expenses not deductible for tax purposes | 55,183 | 4,486 |
Income not taxable for tax purposes | - | (960 | ) |
Deferred tax | (9,955 | ) | (3,165 | ) |
Effect of changes in tax rate | 1,179 | - |
Adjustments to tax charge of previous periods | (35,514 | ) | (7,541 | ) |
Tax expense | 1,574,739 | 1,217,283 |
Tax effects relating to effects of other comprehensive income |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Capital contribution | - | 41,138 |
Other reserves | ( |
) | - | (9 | ) |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
8. | TAXATION - continued |
2022 |
Gross | Tax | Net |
£ | £ | £ |
Capital contribution | - | 16,658 |
Other reserves | - | 9 |
9. | DIVIDENDS |
2023 | 2022 |
£ | £ |
Ordinary shares of £1.00 each |
Final |
Interim |
10. | PROPERTY, PLANT AND EQUIPMENT |
Fixtures |
Short | Plant and | and |
leasehold | machinery | fittings |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
10. | PROPERTY, PLANT AND EQUIPMENT - continued |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
11. | INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 | 100,002 |
NET BOOK VALUE |
At 31 December 2023 | 100,002 |
At 31 December 2022 | 100,002 |
At 31 December investments were comprised of shareholdings in the following companies: |
Name |
Country of incorporation |
Class of shares |
Holding |
Principal Activity |
Network Sales and Solutions Limited | England and Wales |
Ordinary | 100% | Managed service provider |
Yealink (UK) Limited | England and Wales |
Ordinary | 100% | Sale, rental and servicing of IP communication systems |
Interquartz (UK) Limited | England and Wales |
Ordinary | 100% | Dormant |
The registered office is Midwich Limited, Vinces Road, Diss, IP22 4YT. |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
12. | RIGHT OF USE ASSETS |
Total |
£ |
FAIR VALUE |
At 1 January 2023 |
and 31 December 2023 |
DEPRECIATION |
At 1 January 2023 | 3,588,375 |
Charge for year |
At 31 December 2023 | 3,805,487 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
13. | INVENTORIES |
2023 | 2022 |
£ | £ |
Finished goods for resale |
14. | TRADE AND OTHER RECEIVABLES |
2023 | 2022 |
£ | £ |
Trade receivables |
Amounts owed by group undertakings |
Other receivables |
Deferred tax asset |
Prepayments and accrued income |
15. | SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1.00 | 89,760 | 89,760 |
16. | EQUITY |
Retained | Capital | Capital | Other |
earnings | contribution | redemption | reserves | Totals |
£ | £ | £ | £ | £ |
At 1 January 2023 | 8,883,960 |
Profit for the year |
Dividends | ( |
) | ( |
) |
Share based payments | - | 41,129 | - | - | 41,129 |
Transfer of reserves | - | 9 | - | (9 | ) | - |
At 31 December 2023 | 12,208,773 |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
17. | LIABILITIES |
2023 | 2022 |
£ | £ |
Amounts falling due within one year: |
Leases (see note 18) |
Trade payables |
Amounts owed to group undertakings |
Taxation |
Social security and other taxes |
VAT | 3,302,075 | 2,949,262 |
Other payables |
Accrued expenses |
Amounts falling due after more than one year: |
Leases (see note 18) |
Aggregate amounts |
18. | FINANCIAL LIABILITIES - BORROWINGS |
2023 | 2022 |
£ | £ |
Current: |
Leases (see note 19) | 279,173 | 279,173 |
Non-current: |
Leases (see note 19) | 1,480,629 | 1,759,802 |
Terms and debt repayment schedule |
1 year or | More than |
less | 1-2 years | 2-5 years | 5 years | Totals |
£ | £ | £ | £ | £ |
Leases | 279,173 | 279,173 | 837,519 | 363,937 | 1,759,802 |
19. | LEASING |
NIMANS LIMITED (REGISTERED NUMBER: 01876587) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
19. | LEASING - continued |
Lease liabilities |
Minimum lease payments fall due as follows: |
2023 | 2022 |
£ | £ |
Gross obligations repayable: |
Within one year | 391,000 | 391,000 |
Between one and five years | 1,564,000 | 1,564,000 |
In more than five years | 391,000 | 782,000 |
2,346,000 | 2,737,000 |
Finance charges repayable: |
Within one year | 111,827 | 111,827 |
Between one and five years | 447,308 | 447,308 |
In more than five years | 27,063 | 138,890 |
586,198 | 698,025 |
Net obligations repayable: |
Within one year | 279,173 | 279,173 |
Between one and five years | 1,116,692 | 1,116,692 |
In more than five years | 363,937 | 643,110 |
1,759,802 | 2,038,975 |
20. | SECURED DEBTS |
The Company is party to a composite agreement with its bankers. There is a fixed and floating charge registered in favour of HSBC Corporate Trustee Company (UK) Limited dated 3 January 2023, covering all the property of the undertaking of the Company. |
The Company is party to a security accession deed with its bankers. There is a fixed and floating charge registered in favour of HSBC Corporate Trustee Company (UK) Limited dated 14 December 2022, covering all the property of the undertaking of the Company. |
21. | PENSION COMMITMENTS |
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. |
The pension cost charge represents contributions payable by the Company to the fund and amounted to £291,321 (2022 - £276,512). Contributions outstanding to the fund at the balance sheet date totalled £63,283 (2022 - £48,783). |
22. | ULTIMATE PARENT COMPANY |
Midwich Group plc is the ultimate parent company. Midwich Group plc is incorporated in England and Wales and its registered office is Vinces Road, Diss, Norfolk, IP22 4YT. |
Midwich Group plc, is the parent undertaking of the largest group which prepares publicly available consolidated financial statements for the year ended 31 December 2023. Copies of the consolidated financial statements may be obtained from Companies House. |