IRIS Accounts Production v24.2.0.383 00437914 Board of Directors 1.1.23 31.12.23 31.12.23 The principal activity of the company in the year under review was that of fish and chip shop and fast food wholesaler. true false true true false false false true false Defined benefit pension plans Ordinary 1.00000 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REGISTERED NUMBER: 00437914 (England and Wales)















T. Quality Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2023






T. Quality Limited (Registered number: 00437914)






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 7

Income Statement 10

Other Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Notes to the Financial Statements 14


T. Quality Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: R G Brooks
M J Crees
D Creese
S H S Savage


SECRETARY: D Creese


REGISTERED OFFICE: Ings Road
Doncaster
South Yorkshire
DN5 9TL


REGISTERED NUMBER: 00437914 (England and Wales)


SENIOR STATUTORY AUDITOR: Ian Parsons FCA


AUDITORS: Paylings
Accountants
Statutory Auditors
No.2 Silkwood Office Park
Fryers Way
Wakefield
West Yorkshire
WF5 9TJ


BANKERS: HSBC plc
City Office
33 Park Row
Leeds
West Yorkshire
LS1 1LD


SOLICITORS: Ramsdens Solicitors
7 King Street
Mirfield
West Yorkshire
WF14 8AW

T. Quality Limited (Registered number: 00437914)

Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.


REVIEW OF BUSINESS
The company is a wholly owned subsidiary of SARIA Limited and operates as part of the Group's Food Service Division. The company operates from 12 depots based solely within the UK. Its principal activities are the purchase and distribution of food, soft drink and packaging products to the fast food industry in the UK.


SECTION 172(1) COMPANIES ACT 2006 STATEMENT
The Directors of T.Quality Limited consider both collectively and individually that they have acted in good faith, and in a manner most likely to create and promote the success of the company for the benefit of its members as a whole as defined by s172(1) Companies Act 2006 during the year ended 31st December 2023 supported by delivery of the long term business plan ("the plan").

In developing and implementing the plan, the directors have considered the following key objectives as defined by s172 of the Companies Act:

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

The implementation of the plan is underpinned by the introduction of the SARIA SE & Co. KG Group global policies on corporate compliance which set out our obligations in the following key areas:

1. Appropriate working conditions
The company respects human rights and employment law, without exception.

The board of directors' respects human rights in strict accordance with the European Convention on Human Rights (ECHR). We reject all forms of forced or compulsory labour. Equally, we are opposed to all forms of child labour. The minimum age for admission to employment shall be as set out in the respective national legislation or collective bargaining agreements - provided these comply with the Minimum Age Convention adopted by the International Labour Organisation (ILO).

The company promotes equal opportunities and equal treatment of employees, rejecting all forms of discrimination on any ground whatsoever, e.g. race, ethnic origin, gender, religion, political or other opinion, disability, age or sexual identity. The company recruits and promotes employees solely on the basis of professional qualifications and performance.

The company seeks to ensure that every employee, without exception, is treated equally and fairly and that all employees are aware of their responsibilities. Our policies and procedures fully support our disabled colleagues.

The Group is responsive to the needs of its employees. As such, should any employee of the Group become disabled during their time with us, we will actively retrain that employee and make reasonable adjustments to their working environment where possible, in order to keep the employee with the Group. It is the policy of the Group that the recruitment, training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

SARIA is a 'Disability Confident' registered employer as per Stage 1 of the Disability Confident Scheme - https://disabilityconfident.campaign.gov.uk/ - which is an ongoing commitment to ensuring inclusion and diversity within the workplace.

2. Health and Safety
The promotion of high standards of health, safety and welfare at work is a prime objective for the company, its employees and business partners (such as contractors and other service providers). The Board of Directors therefore affirm the company will do all that is reasonably practicable to protect its employees and other people who come into contact with the company or its products from personal injury or hazards to health, arising from any foreseeable risks.

3. Fair competition and Integrity in our business dealings

T. Quality Limited (Registered number: 00437914)

Strategic Report
for the Year Ended 31 December 2023

As the board of Directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible and sustainable manner, both financially and environmentally.

Collectively we will continue to operate to the high standards of integrity expected of a business such as ours, and to employ a system of continuous improvement with training and development in line with our commitment to responsible behaviour.

When dealing with all partners, whether they are suppliers, customers, or other stakeholders, we will ensure the relationship is always maintained in a professional and responsible manner. A principal objective from our plan is the delivery of long-term successful returns for the company and our business partners.

4. Cooperation with the authorities
The company is committed to maintaining a constructive relationship with all the relevant authorities while safeguarding its own interests and rights.

5. Correct payment of taxes and duties
The company's parent, SARIA Group, has a presence in many countries and is a stakeholder in the local economies in which it operates. The payment of taxes is essential for the stability and infrastructure of an economy, and therefore also has a direct impact on factors that are important for our success.

Declaring and paying taxes and duties in time and in accordance with legal requirements is a social responsibility that we take very seriously.

We aim to fulfil our tax obligations in an accurate and timely manner, to pay the appropriate amount due and always act in good faith in our dealings with the tax authorities in the countries in which we operate. To achieve this aim, we have put in place an internal control system that can prevent or detect material errors.

6. Ethical sourcing of products
T.Quality take great pride in protecting fish stocks for future generations, managing the resource sustainably and taking steps to respect the habitats we purchase fish from.

The important aspect for us as a business is that the MSC certification formally demonstrates this higher commitment to sustainability. Our customers are demanding a product with the MSC brand to pass on to their customers seeking the trust mark of a sustainably sourced product.


KEY PERFORMANCE INDICATORS (KPIs)
As shown in the companies' income statement on page 10, sales achieved for 2023 were £124,389,749 against last year £131,076,171, a 5% decrease in sales.

The company through 2023 continued to look for acquisitions and organic sales growth. The company also settled into its two new depots in Portsmouth and Scotland. Both sites saw significant growth and show signs of yet further potential.

The core Business of T Quality remains fish and chips, although the customer mix is changing into other markets. The industry saw significant challenges through the year with unprecedented inflation, from energy, fish, potatoes, and other key products. Unfortunately, this saw a significant number of fish and chip shops close down, unable to trade through these tough trading conditions. Also, many reduced their opening hours drastically to keep cost to an absolute minimum. This also then had an impact on demand for product. Sales mix within shops changed as customers down traded from expensive fish and chips to other lines such as pie and chips and chicken and chips. Customer numbers throughout the year remained above previous years totals, but we did experience many of these accounts down trading as they were sourcing cheaper lines.

The Directors remain confident in its business plans and its ability to trade in alternative fast-food markets. The footprint of the company has now allowed it to deal with more national chains which is developing well whilst keeping its exposure to this limited. T Quality has developed yet further its product range and focuses on being a one stop solution. In 2023 it introduced an online relationship with Nisbets, offering next day delivery on key equipment to its customers. At the back end of 2023 this led to a further relationship with a further equipment supplier and also offering finance to assist customers to upgrade their equipment in a cost-effective manner. These both have been taken well in the market.

Online sales continue to play an important growth strategy for T Quality and are still growing well.


T. Quality Limited (Registered number: 00437914)

Strategic Report
for the Year Ended 31 December 2023

Key Performance indicators of Trading Gross Margin, Gross Margins after ARDs and Net Profit remain a major focus. Costs in the business remain under tight focus, with payroll, transport cost and energy all causing an issue as cost raise significantly.

Year End 31/12/2023 Year End 31/12/2022

Trading Gross Margin % 15.04% 15.98%
Gross Margin % after ARD's / Discounts 17.42% 18.14%
Net Profit Margin (PBT) % (0.85%) 2.14%

As can be seen Trading Gross Margin reduced significantly as the price inflation in some key commodities reduced at a fast rate and the company was forced to act quickly in the market due to harsh competition, selling expensive stock through at reduced margins. This is being driven by less fish and chip shops in the UK and many of them seeing a decline in ATV and footfall due to the cost-of-living crisis. These factors were particularly focused to Q2 and Q3. It also saw a weaker seasonal uplift due to poor weather conditions and a big return to foreign holidays which had become cheaper and offered guaranteed sunshine.
The decrease in the Gross Margin % is reflective of the type of product supplied by T. Quality Ltd where there has been food deflation in key commodity product groups through the year. The Net Loss Margin is the result of investments in depots opened in 2022, an enlarged depot in 2023 as well as increased costs following investment in our staff in 2023

The balance sheet on page 12 of the financial statements shows the company's financial position at the year end and reflects a very strong position, despite current year challenges.

Details of the trading amounts owed to group undertakings are as shown in note 12 and 13 on page 21.


PRINCIPAL RISKS AND UNCERTAINTIES
Pressure from competitors across the UK continues to be a threat, but T Quality is seen as a safe port, with a knowledgeable team, and reliable delivery service. It has a strong relationship with many of its customers and has great trading terms with its suppliers.

The company is financed by a group facility provided in conjunction with its parent company and has no third-party debt. It therefore has minimal interest rate exposure.

Group risks are discussed in the Group's Annual Report which does not form part of this report.


FINANCIAL INSTRUMENTS
The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities.


EMPLOYEE INVOLVEMENT
The directors are committed to ensuring genuine and effective employee involvement in the company's activities. The company believes that by providing regular updates to staff as to the company's progress, taking cognisance of staff feedback and by involving staff where possible in decisions, the overall effectiveness of the business through this team work is enhanced and that the morale of the work force is positively impacted.

ON BEHALF OF THE BOARD:





D Creese - Director


14 August 2024

T. Quality Limited (Registered number: 00437914)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

R G Brooks
M J Crees
D Creese
S H S Savage

Other changes in directors holding office are as follows:

A R Smith ceased to be a director after 31 December 2023 but prior to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE
No political donations have been made throughout the period.

STREAMLINED ENERGY AND CARBON REPORTING
Covering energy use and associated greenhouse gas emissions relating to gas, electricity and transport, intensity ratios and information relating to energy efficiency actions.

Current reporting year (Jan 23 - Dec 23)

Key Performance Indicator (KPI) Amount '23 Amount '22 Unit
Electricity Usage 4,328,625 4,260,020 kWh
Gas Usage 175,298 195,337 kWh
Diesel Usage 1,240,000 1,188,163 litres

Total emissions generated through use of purchased electricity 1,095 824 tCO2e
Total emissions generated through combustion of gas 32 36 tCO2e
Total emissions generated through business travel 3,323 3,207 tCO2e
Total gross emissions 4,450 4,066 tCO2e


Intensity ratio (total gross emissions)

0.0228

0.0208
tCO2e
per sqft

Energy efficiency actions

We are committed to responsible energy management and will practice energy efficiency throughout our organisation, wherever it is cost effective. We recognize that climate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions.
We have implemented the policies below for the purpose of increasing the businesses energy efficiency in the relevant financial year.

- Upgrade vehicles
- Introduction of hybrid vehicles into the car portfolio
- Increased availability and encouraged use of video conferencing.
- Reduced travel costs by reducing number of face to face meetings with clients and suppliers

The following energy efficiency measures are under continued consideration for implementation during 2024

- Continue to update lighting to LED and add light sensors to all site containers
- Continue installation of more efficient freezers within our depot network
- Continue upgrade of vehicles both commercial and private

Methodology used in the calculation of disclosures

T. Quality Limited (Registered number: 00437914)

Report of the Directors
for the Year Ended 31 December 2023


ESOS methodology (as specified in Complying with the Energy Savings Opportunity Scheme version 6, published by the Environment Agency 28/10/2019) used in conjunction with Government GHG reporting conversion factors.

DISCLOSURE IN THE STRATEGIC REPORT
The directors have chosen to include details of engagement with employees, suppliers, customers and others in business relationships with the company in their strategic report, as this is deemed to be of strategic importance to the company.

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

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

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

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

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 auditors, Paylings, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





D Creese - Director


14 August 2024

Report of the Independent Auditors to the Members of
T. Quality Limited

Opinion
We have audited the financial statements of T. Quality Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

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

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

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

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

Report of the Independent Auditors to the Members of
T. Quality Limited


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

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

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 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.

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

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

- reviewed the nature of the industry and sector, the control environment and business performance for the year.
- identifying the laws and regulations the company operates within and enquiring with management if they are aware of
any non compliance issues.
- discussed how and where fraud may occur with all members of the audit engagement team.
- in line with all audits under ISAs (UK) we were required to perform tests to respond to the risk of management
override.
We tested the appropriateness of journal entries, evaluated the judgements made for accounting estimates to assess if
any bias, and assessed the rationale behind any significant or unusual transactions.
- reviewed directors' minutes to assess if any indications of fraud or non compliance.

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

Report of the Independent Auditors to the Members of
T. Quality Limited


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




Ian Parsons FCA (Senior Statutory Auditor)
for and on behalf of Paylings
Accountants
Statutory Auditors
No.2 Silkwood Office Park
Fryers Way
Wakefield
West Yorkshire
WF5 9TJ

14 August 2024

T. Quality Limited (Registered number: 00437914)

Income Statement
for the Year Ended 31 December 2023

2023 2022
Notes £    £    £    £   

TURNOVER 3 124,389,749 131,076,171

Cost of sales 104,375,049 108,864,585
GROSS PROFIT 20,014,700 22,211,586

Distribution costs 9,998,810 10,088,606
Administrative expenses 11,143,665 9,310,240
21,142,475 19,398,846
(1,127,775 ) 2,812,740

Other operating income 87,061 7,664
OPERATING (LOSS)/PROFIT 5 (1,040,714 ) 2,820,404

Interest receivable and similar income 6 33,056 1,246
(1,007,658 ) 2,821,650

Interest payable and similar expenses 7 55,266 12,236
(LOSS)/PROFIT BEFORE TAXATION (1,062,924 ) 2,809,414

Tax on (loss)/profit 8 (233,781 ) 570,529
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(829,143

)

2,238,885

T. Quality Limited (Registered number: 00437914)

Other Comprehensive Income
for the Year Ended 31 December 2023

2023 2022
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (829,143 ) 2,238,885


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(829,143

)

2,238,885

T. Quality Limited (Registered number: 00437914)

Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 276,309 363,565
Tangible assets 10 2,672,435 2,530,415
2,948,744 2,893,980

CURRENT ASSETS
Stocks 11 13,717,872 17,734,842
Debtors 12 9,659,340 7,715,676
Cash at bank and in hand 615,106 846,381
23,992,318 26,296,899
CREDITORS
Amounts falling due within one year 13 12,581,359 13,830,189
NET CURRENT ASSETS 11,410,959 12,466,710
TOTAL ASSETS LESS CURRENT
LIABILITIES

14,359,703

15,360,690

PROVISIONS FOR LIABILITIES 16 - 171,844
NET ASSETS 14,359,703 15,188,846

CAPITAL AND RESERVES
Called up share capital 17 157,200 157,200
Revaluation reserve 18 326,838 342,296
Other reserves 18 42,800 42,800
Retained earnings 18 13,832,865 14,646,550
SHAREHOLDERS' FUNDS 14,359,703 15,188,846

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2024 and were signed on its behalf by:





D Creese - Director


T. Quality Limited (Registered number: 00437914)

Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Revaluation Other Total
capital earnings reserve reserves equity
£    £    £    £    £   
Balance at 1 January 2022 157,200 12,392,207 357,754 42,800 12,949,961

Changes in equity
Total comprehensive income - 2,254,343 (15,458 ) - 2,238,885
Balance at 31 December 2022 157,200 14,646,550 342,296 42,800 15,188,846

Changes in equity
Total comprehensive income - (813,685 ) (15,458 ) - (829,143 )
Balance at 31 December 2023 157,200 13,832,865 326,838 42,800 14,359,703

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

T. Quality Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

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

Going Concern
Whilst the entity has made a loss in the current year, it has been profit making for many years prior to this and maintains strong positive reserves, therefore the going concern basis of preparation is deemed appropriate by management.

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

the requirements of Section 7 Statement of Cash Flows.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates
In respect of depreciation, the entity is largely governed by the Rethmann accounting policies (issued by the parent group). These policies/rates are followed, to the extent that they are reflective of the average economic consumption of the asset type. Where the actual consumption of a class of asset differs materially from this policy, a more appropriate rate is applied.

The Rethmann policy of bad debt provision is applied, being 100% for debts over 365 days old, 50% for debts over 180 days old and 1% against all other debts.

Stock ageing is reviewed regularly by management to assess the requirement for a slow moving/obsolescence provision.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised on the sale of goods, on despatch of those goods from our sites when the significant risks and rewards of ownership are transferred to our customers.

Turnover is recognised on the performance of services, as and when those services are carried out.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of five years.

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful
life.

Short leasehold - Term of the respective lease
Long leasehold - 33 years straight line
Plant & machinery - 3 - 13 years straight line
Motor vehicles - 6 years straight line and estimated remaining useful life of 2 - 6 years (used vehicles)

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforecable 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.

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of posting the transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The company has members in the SARIA Limited Group Pension Schemes, funded defined benefit schemes.

The above defined benefit schemes have been closed to new members. Alternate provision is made for new employees in the form of a defined contribution scheme.

It also operates a further defined contribution scheme whose assets are held separately from those of the company in independently administered funds.

The pension charge represents contributions payable to the funds in respect of the accounting period.

Business combinations
The financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquirees' identifiable assets, and liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the income statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets and liabilities is recognised as goodwill.

3. TURNOVER

The turnover and loss (2022 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom 124,265,283 130,866,501
Europe 116,556 201,658
Australia 6,005 6,062
Africa 1,512 1,950
Middle East 393 -
124,389,749 131,076,171

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 10,299,895 10,011,223
Social security costs 952,382 894,131
Other pension costs 605,430 531,787
11,857,707 11,437,141

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2023 2022

Sales 13 44
Distribution 242 225
Admin 77 42
332 311

2023 2022
£    £   
Directors' remuneration 419,696 485,532
Directors' pension contributions to money purchase schemes 106,860 94,159


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

Money purchase schemes 4 4


Information regarding the highest paid director is as follows:
2023 2022
£    £   
Emoluments etc 163,537 182,354
Pension contributions to money purchase schemes 36,919 34,994



The wages and salaries figure includes £323,113 of temporary staff costs (2022: £1,237,143).

5. OPERATING (LOSS)/PROFIT

The operating loss (2022 - operating profit) is stated after charging/(crediting):

2023 2022
£    £   
Depreciation - owned assets 407,292 318,019
(Profit)/loss on disposal of fixed assets (6,298 ) 28,455
Goodwill amortisation 87,256 72,713
Auditors' remuneration 24,000 19,660
Operating leases 759,194 453,936
Hire of plant and machinery 3,071,645 3,298,155

6. INTEREST RECEIVABLE AND SIMILAR INCOME
2023 2022
£    £   
Intercompany interest 33,056 1,246

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Intercompany interest 55,266 12,236

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

8. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax - 385,440
Under/over provision 16,654 22,811
Total current tax 16,654 408,251

Deferred tax:
Deferred tax (230,560 ) 170,672
Under/over provision (19,875 ) (8,394 )
Total deferred tax (250,435 ) 162,278

Tax on (loss)/profit (233,781 ) 570,529

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

2023 2022
£    £   
(Loss)/profit before tax (1,062,924 ) 2,809,414
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
23.520% (2022 - 19%)

(250,000

)

533,789

Effects of:
Expenses not deductible for tax purposes 38,490 26,711
Adjustments to tax charge in respect of previous periods (3,220 ) 14,417
Rate difference in current year (13,650 ) 40,960
Superdeduction (5,401 ) (45,348 )
Total tax (credit)/charge (233,781 ) 570,529

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

9. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 January 2023
and 31 December 2023 436,278
AMORTISATION
At 1 January 2023 72,713
Amortisation for year 87,256
At 31 December 2023 159,969
NET BOOK VALUE
At 31 December 2023 276,309
At 31 December 2022 363,565

10. TANGIBLE FIXED ASSETS
Short Long Plant &
leasehold leasehold machinery
£    £    £   
COST OR VALUATION
At 1 January 2023 326,597 675,000 3,553,455
Additions - - 552,974
Disposals - - (53,382 )
Reclassification/transfer 14,271 - 256,114
At 31 December 2023 340,868 675,000 4,309,161
DEPRECIATION
At 1 January 2023 249,271 180,927 2,035,721
Charge for year 9,749 22,598 291,549
Eliminated on disposal - - (53,341 )
At 31 December 2023 259,020 203,525 2,273,929
NET BOOK VALUE
At 31 December 2023 81,848 471,475 2,035,232
At 31 December 2022 77,326 494,073 1,517,734

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

10. TANGIBLE FIXED ASSETS - continued

Motor Under
vehicles construction Totals
£    £    £   
COST OR VALUATION
At 1 January 2023 380,126 270,385 5,205,563
Additions - - 552,974
Disposals (69,365 ) - (122,747 )
Reclassification/transfer - (270,385 ) -
At 31 December 2023 310,761 - 5,635,790
DEPRECIATION
At 1 January 2023 209,229 - 2,675,148
Charge for year 83,396 - 407,292
Eliminated on disposal (65,744 ) - (119,085 )
At 31 December 2023 226,881 - 2,963,355
NET BOOK VALUE
At 31 December 2023 83,880 - 2,672,435
At 31 December 2022 170,897 270,385 2,530,415

Cost or valuation at 31 December 2023 is represented by:

Short Long Plant & Motor
leasehold leasehold machinery vehicles Totals
£    £    £    £    £   
Valuation in 1999 - 30,523 - - 30,523
Valuation in 2011 - (30,776 ) - - (30,776 )
Valuation in 2014 - 50,000 - - 50,000
Cost 340,868 625,253 4,309,161 310,761 5,586,043
340,868 675,000 4,309,161 310,761 5,635,790

If long leasehold had not been revalued it would have been included at the following historical cost:

2023 2022
£    £   
Cost 625,253 625,253
Aggregate depreciation 530,068 511,123

Long leasehold was valued on an existing use basis on 31 December 2014 by Sanderson Weatherall LLP .

For a revalued item of property, an entity may elect to use as its deemed cost, its revalued amount on transition to FRS102. The requirement for a triennial valuation is then no longer applicable. The decision was taken to apply this election to the group when transition to FRS102 occurred.

The Directors have assessed the current carrying values of the properties held by the group and deem these to reasonably reflect the fair value of such properties.

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

11. STOCKS
2023 2022
£    £   
Goods for resale 13,717,872 17,734,842

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 4,464,849 5,082,824
Amounts owed by group undertakings 2,633,075 1,187
Other debtors 1,266,355 1,342,079
VAT 69,531 225,037
Deferred tax asset 78,591 -
Prepayments 1,146,939 1,064,549
9,659,340 7,715,676

Deferred tax asset
2023
£   
Accelerated capital allowances (231,130 )
Other timing differences 32,742
Losses 276,979
78,591

Amounts owed by group undertakings represents money owed to the entity from it's parent company via the cashpooling facility. This loan is interest bearing at a variable rate, and is repayable on demand should the entity require it.

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 11,321,192 12,298,008
Amounts owed to group undertakings 20,684 315,578
Social security and other taxes 240,052 218,691
Other creditors 65,617 94,673
Accrued expenses 933,814 903,239
12,581,359 13,830,189

14. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 3,337,149 2,673,427
Between one and five years 11,216,458 9,858,732
In more than five years 7,295,555 6,855,364
21,849,162 19,387,523

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

15. FINANCIAL INSTRUMENTS

2023 2022
£    £   
Financial assets
Cash and cash equivalents 615,105 846,381
Financial assets that are debt instruments measured at amortised cost 9,659,341 7,715,676

Financial liabilities
Financial liabilities measured at amortised cost (12,581,359 ) (14,002,033 )

Financial assets measured at amortised cost comprise trade debtors, amounts owed by group and related entities, other debtors (inc tax debtors) and accrued income.

Financial liabilities measured at amortised cost comprise amounts owed to group and related entities, trade creditors, other creditors (inc tax creditors) and accruals.

16. PROVISIONS FOR LIABILITIES
2022
£   
Deferred tax
Accelerated capital allowances 190,231
Other timing differences (18,387 )
171,844

Deferred
tax
£   
Balance at 1 January 2023 171,844
Credit to Income Statement during year (250,435 )
Change of Rate
Balance at 31 December 2023 (78,591 )

There is no deferred tax provision required on the revaluation surplus at either 31st December 2023 or 31st December 2022.

Deferred Tax has been provided for at 25%. The rate of corporation tax was 19%, until 1st April 2023 when it was increased to 25%..

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
157,200 Ordinary £1 157,200 157,200

All shares are voting shares. They are entitled to dividends as declared. They are entitled to participate in a
distribution including on winding up. All shares are non redeemable.

T. Quality Limited (Registered number: 00437914)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

18. RESERVES
Retained Revaluation Other
earnings reserve reserves Totals
£    £    £    £   

At 1 January 2023 14,646,550 342,296 42,800 15,031,646
Deficit for the year (829,143 ) (829,143 )
Release to profit & loss 15,458 (15,458 ) - -
At 31 December 2023 13,832,865 326,838 42,800 14,202,503

19. EMPLOYEE BENEFIT OBLIGATIONS

There are two defined benefit arrangements operated by the SARIA Limited group, which are managed via independent trusts, of which some employees are members. Contributions are no longer being made to these schemes due to their surplus position.

The company is unable to identify its share of the underlying assets and liabilities of the schemes therefore the schemes are accounted for in the balance sheet of the parent entity only.

During 2022, the trustees of the schemes made the investment decision to use some of the schemes assets to purchase insurance policies/annuities, to guarantee the funding of the associated liabilities and thereby remove some of the risk from the Group. (Pension Buy-In). As a result the remaining net assets of the schemes are now much lower.

At the balance sheet date the FRS 102 value of the liabilities was £73,923,000 (2022 - £71,950,000) and the market value of the assets was £77,049,000 (2022 - £75,413,000) giving a net asset of £3,126,000 (2022 - £3,463,000 ) held in the balance sheet of the parent entity.

The above schemes have been closed to new members. The group has made alternate provision, in the form of a defined contribution scheme, for new employees or those not eligible to join the above schemes.

It also operates a further defined contribution scheme, the assets and liabilities of which are held independently outside the company and are managed by external trustees.

Total contributions payable by the company to the various schemes during the year amounted to £605,430 (2022 - £531,787 ). Accrued pension contributions at the balance sheet date were £63,571 (2022 - £57,818).

20. CAPITAL COMMITMENTS
2023 2022
£    £   
Contracted but not provided for in the
financial statements - 371,390

21. RELATED PARTY DISCLOSURES

There were no transactions or balances outside of those with 100% group companies.

22. ULTIMATE CONTROLLING PARTY

The immediate parent company of T Quality Limited is SARIA Limited. Saria Limited is indirectly owned by the ultimate parent entity, Rethmann SE & Co. KG The ultimate parent entity is incorporated in Germany and is ultimately controlled by the Rethmann family.

The largest group for which group accounts including the company are drawn up, are the Rethmann SE & Co. KG group. A copy of the consolidated accounts are filed at Companies House alongside the accounts of Saria Limited (immediate parent entity).