Company registration number 11766761 (England and Wales)
TOILETRY SALES HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TOILETRY SALES HOLDINGS LIMITED
COMPANY INFORMATION
Directors
C S Patterson
R I Smith
(Appointed 14 August 2023)
L Taylor
(Appointed 7 June 2023)
Company number
11766761
Registered office
Crigglestone Industrial Estate
High Street
Crigglestone
Wakefield
West Yorkshire
WF4 3HT
Auditor
Sumer Auditco Limited
The Beehive
City Place
Gatwick
RH6 0PA
Bankers
Lloyds Bank Plc
42-46 Market Street
Manchester
M1 1PW
Solicitors
Lupton Fawcett LLP
2 The Enbankment
Sovereign Street
Leeds
LS1 4BA
TOILETRY SALES HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 39
TOILETRY SALES HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

The business continues to operate primarily in the UK as a supplier and distributor to the high street, pharmacy and grocery multiple retail chains. Whilst providing customers with products to be sold under their own label, management have also developed a suite of tertiary and challenger brands in support of both its retail (complimentary to the retailers’ own brand range) and non-retail business, which can be sold through additional channels such as Amazon (online), healthcare and local government.

 

The business continues to enjoy strong outsourced relationships with a number of strategic and exclusive vendor partnerships. Outsourced partners continue to maintain good governance, oversight and compliance in respect of product quality, SMETA, BRC, ISO13485, service / delivery performance including local and international regulatory and compliance standards. This is evidenced in the form of strong audit results and compliance standards across the supply chain. The business also continues to be recognised as a market leader in sustainability and ethical practices.

 

2022 was a period of significant and unprecedented challenge for all businesses across the UK and EU. As the world exited the Covid pandemic, further issues arose as demand outstripped supply in globally traded commodities, finished goods and raw materials. These problems were further exacerbated by the war in Ukraine, significant energy price rises and the cost of living crisis.

 

Whilst this impact was felt during the start of 2023, we are pleased to report that trading conditions began to normalise in the course of the year. A combination of falling freight costs, customer cost price increases, stabilising FX rates and an increase in non-retail business opportunities has seen a recovery in gross margins from mid-2023 onwards.

 

We continue to work closely with our longstanding suppliers to reduce costs wherever possible through contract renegotiation and/or product innovation. We are also looking at alternative supply sources, spread across Europe and the Far East, which will protect the business against the impact of macro-economic factors and global uncertainty. This continues to be a key focus for the business as issues in the Red Sea resulting from the conflict in Gaza have led to spiraling freight costs during 2024.

 

During the year, we continued to feel the dual impact of high interest rate costs and adverse exchange rates. Following the budget in September 2022 the pound collapsed against the USD. We were able to put a number of hedging instruments in place to lessen our exposure to currency fluctuations throughout 2023. As the pound has now strengthened these instruments have led to a fair value loss of £906,276 within the profit and loss account for the year. This does not represent an actual realised loss, and we have additional instruments in place for the second half of 2024 and 2025 at significantly improved rates.

 

A key focus for the business remains inventory management in order to balance the competing elements of demand, working capital and service. This is particularly important given the great number of opportunities currently available to the business in both retail and non-retail markets. Management are balancing pursuing such opportunities, alongside effective working capital management particularly when considering the rising cost of banking facilities (given the movement in base rate since early 2022). Management is constantly looking at its working capital management with a view to creating further opportunity.

TOILETRY SALES HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

Principal risks and uncertainties

The group, uses various financial instruments including loans, invoice finance arrangements, finance lease/ hire purchase contracts and various other mainstream items, such as debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations.

 

The existence of these financial instruments exposes the group to a number of financial risks which are described in more detail below. The directors review and agree policies for managing these risks. These policies have remained unchanged from previous years.

 

Currency risk

The business trades with overseas suppliers in Europe and China with currency and FX volatility being managed through FX agreements, financial instruments and supply contracts. Such agreements protect the business from uncertainty and short-term fluctuations in the FX market, which is predominantly impacted by global market hedging and speculation. The business does not actively speculate on market activity, rather it takes a conservative and prudent approach when managing FX instruments to achieve an annual budget rate.

 

Management currently has a blend of FX instruments in place which run through to the end of 2024 and into 2025 to protect the business from market volatility. This allows accurate budgeting and enables the business to enter medium term tenders with increased certainty around cost price.

 

Economic risk

The underlying economic risks remain broadly unchanged and not specific to the business, although management have put measures in place to otherwise mitigate and manage each challenge. Namely:

1) FX volatility; FX trades.

2) Continued deflationary pressure within the UK Retail environment; Diversification strategy

3) Cogs increases; new sources, product improvements, better buying, market data.

4) Increasing costs of regulatory and compliance; people and structure.

5) Rising interest rates leading to higher costs of trade and other financing; better working capital management.

6) Maintaining a strong supply base; agreements, IP, brands, new suppliers

7) Continued competition in our core categories; market data, product improvements, sourcing initiatives

 

Interest, liquidity and credit risk

Interest rate rises during 2022 and 2023 have resulted in higher borrowing costs for our trade financing, invoice discounting and other borrowings. Given the number of opportunities available to the business we are focusing on those that offer good margins and have long-term strategic value. In June 2024 our term loan with Lloyds Bank was extended for a further five years, providing long-term security to the business.

 

Management believe that the quality of our blue-chip customer base provides us with relatively low bad debt risk and with our diversification (non-retail) strategy these risks are further diluted. Credit insurance is also taken out against the potential failure of our larger customers, whilst limited credit is afforded to new customers.

TOILETRY SALES HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Key performance indicators

The group reviews and monitors its performance against a number of key performance indicators both financial and non-financial.

 

The directors have and will continue to monitor all of the KPI’s and daily operating controls and maintain a strong focus on increasing performance in all aspects of the business.

 

Our key financial metrics are as follows:

 

 

 

 

In non-financial areas we focus on (CPMU) complaints per million units (in 2022 this was brought below 5 for the first time) and internal and external audit scores. Less than 3.4 CPMU is considered six sigma which is associated with both the aeronautical and pharmaceutical industries where the room for failure can be catastrophic. Such results show management’s commitment to quality compliance, assurance and right first time. Management have also recently introduced a supplier scorecard process, where we work with our suppliers on a quarterly basis to measure key areas (eg complaints, audit status, on time delivery, proactive communication etc) and work together to agree areas of improvement. The business remains very strong in the areas of ethical and social compliance, BRC, ISO13585 and a number of other standards.

On behalf of the board

C S Patterson
Director
17 September 2024
TOILETRY SALES HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the group was that of the manufacture, sales and distribution of healthcare products. The principal activity of the company was that of a holding company.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

C S Patterson
G A Carroll
(Resigned 7 June 2023)
R I Smith
(Appointed 14 August 2023)
L Taylor
(Appointed 7 June 2023)
Auditor

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

Statement of directors' responsibilities

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

 

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

 

 

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

Statement of disclosure to auditor

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

TOILETRY SALES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Medium-sized companies exemption

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

On behalf of the board
C S Patterson
Director
17 September 2024
TOILETRY SALES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOILETRY SALES HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Toiletry Sales Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

TOILETRY SALES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOILETRY SALES HOLDINGS LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

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

 

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

 

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

 

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

TOILETRY SALES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOILETRY SALES HOLDINGS LIMITED
- 8 -

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

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

 

 

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

Use of our report

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

Caroline Snape (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited
17 September 2024
Statutory Auditor
The Beehive
City Place
Gatwick
RH6 0PA
TOILETRY SALES HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
4
28,546,163
31,711,980
Cost of sales
(22,944,765)
(29,806,762)
Gross profit
5,601,398
1,905,218
Distribution costs
(1,218,118)
(1,091,773)
Administrative expenses
(3,659,191)
(3,597,603)
Other operating income
-
53,683
Operating profit/(loss)
6
724,089
(2,730,475)
Interest receivable and similar income
10
948
773
Interest payable and similar expenses
11
(661,302)
(463,944)
Fair value gains and losses on foreign exchange contracts
(906,276)
(37,043)
Loss before taxation
(842,541)
(3,230,689)
Tax on loss
12
142,509
365,656
Loss for the financial year
(700,032)
(2,865,033)
Other comprehensive income
Revaluation of tangible fixed assets
-
0
943,345
Tax relating to other comprehensive income
-
0
(235,836)
Total comprehensive income for the year
(700,032)
(2,157,524)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
TOILETRY SALES HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
14
89,331
120,710
Other intangible assets
14
13,130
112,827
Total intangible assets
102,461
233,537
Tangible assets
15
5,069,019
5,290,183
5,171,480
5,523,720
Current assets
Stocks
19
4,377,416
7,618,975
Debtors
20
4,227,310
3,965,151
Cash at bank and in hand
1,665,041
369,439
10,269,767
11,953,565
Creditors: amounts falling due within one year
21
(13,070,620)
(13,999,422)
Net current liabilities
(2,800,853)
(2,045,857)
Total assets less current liabilities
2,370,627
3,477,863
Creditors: amounts falling due after more than one year
22
(1,396,555)
(1,661,250)
Provisions for liabilities
Deferred tax liability
25
425,992
568,501
(425,992)
(568,501)
Net assets
548,080
1,248,112
Capital and reserves
Called up share capital
28
100,001
100,001
Revaluation reserve
715,864
715,864
Profit and loss reserves
(267,785)
432,247
Total equity
548,080
1,248,112

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

The financial statements were approved by the board of directors and authorised for issue on 17 September 2024 and are signed on its behalf by:
17 September 2024
C S Patterson
Director
Company registration number 11766761 (England and Wales)
TOILETRY SALES HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
16
6,587,316
6,587,316
Current assets
-
-
Creditors: amounts falling due within one year
21
(6,487,315)
(6,487,315)
Net current liabilities
(6,487,315)
(6,487,315)
Net assets
100,001
100,001
Capital and reserves
Called up share capital
28
100,001
100,001

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2022 - £0 profit).

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

The financial statements were approved by the board of directors and authorised for issue on 17 September 2024 and are signed on its behalf by:
17 September 2024
C S Patterson
Director
Company registration number 11766761 (England and Wales)
TOILETRY SALES HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
100,001
8,355
3,297,280
3,405,636
Year ended 31 December 2022:
Loss for the year
-
-
(2,865,033)
(2,865,033)
Other comprehensive income:
Revaluation of tangible fixed assets
-
943,345
-
943,345
Tax relating to other comprehensive income
-
(235,836)
-
0
(235,836)
Total comprehensive income
-
707,509
(2,865,033)
(2,157,524)
Balance at 31 December 2022
100,001
715,864
432,247
1,248,112
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(700,032)
(700,032)
Balance at 31 December 2023
100,001
715,864
(267,785)
548,080
TOILETRY SALES HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
100,001
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
Balance at 31 December 2022
100,001
Year ended 31 December 2023:
Profit and total comprehensive income
-
Balance at 31 December 2023
100,001
TOILETRY SALES HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
2,350,296
1,053,265
Interest paid
(661,302)
(463,944)
Income taxes paid
(60,660)
(414,796)
Net cash inflow from operating activities
1,628,334
174,525
Investing activities
Purchase of intangible assets
-
(96,949)
Purchase of tangible fixed assets
(4,838)
(74,419)
Proceeds from disposal of tangible fixed assets
36,833
26,550
Interest received
948
773
Net cash generated from/(used in) investing activities
32,943
(144,045)
Financing activities
Repayment of bank loans
(307,500)
(307,500)
Payment of finance leases obligations
(151,085)
(164,277)
Net cash used in financing activities
(458,585)
(471,777)
Net increase/(decrease) in cash and cash equivalents
1,202,692
(441,297)
Cash and cash equivalents at beginning of year
(3,809,591)
(3,368,294)
Cash and cash equivalents at end of year
(2,606,899)
(3,809,591)
Relating to:
Cash at bank and in hand
1,665,041
369,439
Bank overdrafts included in creditors payable within one year
(4,271,940)
(4,179,030)
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

Toiletry Sales Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Crigglestone Industrial Estate, High Street, Crigglestone, Wakefield, West Yorkshire, WF4 3HT.

 

The group consists of Toiletry Sales Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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

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

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

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

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.3
Basis of consolidation

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

 

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

 

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

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. This is based on the continued financial support by fellow group companies.

 

At the balance sheet date, the group has net current liabilities primarily due in relation to loan notes and accrued interest due to former shareholders. The loan note instrument debt and associated accrued income, although presented 'on demand' is only payable with specific terms terms, in accordance with conditions set out in a tri party agreement.

 

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

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

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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

1.6
Research and development expenditure

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

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Development costs
Not presently in use
Trademarks
10 years straight line basis
1.9
Tangible fixed assets

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

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

Freehold land and buildings
Non-depreciating
Leasehold land and buildings
Over the term of the lease & 10% straight line
Plant and equipment
10%-33% p.a. straight line basis
Fixtures and fittings
20% p.a. straight line basis
Computers
20%-40% p.a straight line basis
Motor vehicles
25% p.a. straight line basis
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

 

Freehold land and buildings is not depreciated on the basis that its carrying value reflects its residual value.

 

Land and building comprise freehold properties occupied by the group. The directors consider that the freehold properties are maintained in such a state of repair that their residual value is at least equal to their carrying value. Accordingly no deprecation is charged on the grounds of immateriality. Annual impairment reviews are undertaken and provisions made at the end each reporting where necessary.

 

Revaluation gains and losses are recognised in the statement of comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

1.10
Fixed asset investments

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

 

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

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

1.11
Impairment of fixed assets

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

 

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

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

 

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

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

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.12
Stocks

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

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

1.13
Cash and cash equivalents

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

1.14
Financial instruments

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

 

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

 

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

Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

 

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

 

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

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.15
Equity instruments

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

1.16
Taxation

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

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

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

 

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

 

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

1.18
Retirement benefits

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

1.19
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.

1.20
Leases

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

 

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

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.21
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.22
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

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

Depreciation and impairments of fixed assets

The useful economic life of tangible fixed assets and an assessment of any residual value has to be estimated by the directors. This estimation is made to ensure that an appropriate depreciation charge, writing down the carrying value of fixed assets over the correct period. During the year a depreciation charge of £200,681 (2022: £266,251) was calculated based on accounting policies applied.

 

Furthermore, periodic impairment reviews are undertaken by the directors to ensure that the carrying value of fixed assets is not overstated. During the prior year the directors decided to fully impair the face mask machinery on the basis that demand for this product had dissipated following the end of the Covid-19 pandemic. During the year impairments totalling £Nil (2022: £485,605) have been recognised.

 

Refer to note 15 for the carrying value of tangible fixed assets impacted by this key accounting estimate.

Freehold land and buildings valuations

Properties are valued periodically using the yield methodology. This uses market rental value capitalised at a market yield rate. There is an inevitable degree of judgement involved in that each property is unique and value can ultimately only be reliably tested in the market itself. The directors use professional valuations to assist in their assessment which are undertaken on an existing use basis.

 

At the balance sheet date, the net book value of freehold land and buildings was £4,774,485 (2022: £4,774,485 ). Refer to note 15.

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
3
Prior period adjustment
Changes to the balance sheet - group
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
Trade creditors
(1,703,335)
(1,553,663)
(3,256,998)
Other creditors
(3,583,492)
1,553,663
(2,029,829)
Capital and reserves
Total equity
1,248,112
-
1,248,112
Reclassification of goods on water

During the year, a prior year adjustment has been processed to correctly include liabilities payable to suppliers in respect of goods on water within trade creditors, rather than as other creditors. This is based on supplier purchase invoices dated prior to the balance sheet date.

 

The impact of this prior year adjustment has been to increase trade creditors and reduce other creditors, both by £1,553,663. In total, creditors: amounts falling due within one year is unaffected. There is no impact on previously stated loss or net assets.

4
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Healthcare products
28,546,163
31,711,980
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
27,931,839
31,018,922
European Union
354,172
591,386
Rest of World
260,152
101,672
28,546,163
31,711,980
2023
2022
£
£
Other revenue
Interest income
948
773
Grants received
-
53,683
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
5
Exceptional item
2023
2022
£
£
Expenditure
Exceptional item - Impairment of face mask stock
-
871,536
-
871,536

During the prior year, the directors decided to discontinue the face mask trade. All efforts were made to sell the face mask stock held, however following the post pandemic recovery and significant reduction in demand for this product, no sale could be secured. The face mask stock was scrapped and an impairment loss recognised in the profit and loss account. This loss on face made stock was included within cost of sales but was considered to be exceptional.

 

In the prior year, the group also incurred an impairment of face mask machinery totaling £485,605 which was expensed to the profit and loss account within cost of sales, as a fixed asset impairment. This was also considered exceptional. Further details are included in note 13.

6
Operating profit/(loss)
2023
2022
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange (gains)/losses
(1,701,424)
542,391
Government grants
-
(53,683)
Depreciation of owned tangible fixed assets
173,215
229,257
Depreciation of tangible fixed assets held under finance leases
27,466
36,994
Impairment of owned tangible fixed assets
-
485,605
Loss/(profit) on disposal of tangible fixed assets
46,542
(26,550)
Amortisation of intangible assets
34,127
58,066
Impairment of intangible assets
-
0
237,866
Operating lease charges
230,017
234,228
7
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,000
5,000
Audit of the financial statements of the company's subsidiaries
43,000
31,500
48,000
36,500
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
8
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Production and distribution staff
36
31
-
-
Administrative staff
23
27
-
-
Directors
4
5
-
-
Total
63
63
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
2,395,936
2,314,271
-
0
-
0
Social security costs
236,481
255,650
-
-
Pension costs
103,521
105,100
-
0
-
0
2,735,938
2,675,021
-
0
-
0
9
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
360,681
193,984
Company pension contributions to defined contribution schemes
13,867
9,355
374,548
203,339
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
190,260
148,690
Company pension contributions to defined contribution schemes
7,034
7,731

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2022: 2).

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
10
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
948
773
11
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
484,950
332,615
Interest on invoice finance arrangements
30,515
33,908
Other interest on financial liabilities
84,835
78,000
Interest on finance leases and hire purchase contracts
13,855
5,400
Other interest
47,147
14,021
Total finance costs
661,302
463,944
12
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
-
0
(131,371)
Deferred tax
Origination and reversal of timing differences
(142,509)
(308,086)
Changes in tax rates
-
0
(15,316)
Adjustment in respect of prior periods
-
0
89,117
Total deferred tax
(142,509)
(234,285)
Total tax credit
(142,509)
(365,656)
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Taxation
(Continued)
- 28 -

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

2023
2022
£
£
Loss before taxation
(842,541)
(3,230,689)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(210,635)
(613,831)
Tax effect of expenses that are not deductible in determining taxable profit
252,483
292,346
Tax effect of income not taxable in determining taxable profit
(248,762)
(251,281)
Unutilised tax losses carried forward
56,917
312,148
Adjustments in respect of prior years
-
0
(131,371)
Effect of change in corporation tax rate
-
(15,316)
Permanent capital allowances in excess of depreciation
(12)
(1,290)
Depreciation on assets not qualifying for tax allowances
1,437
453
Amortisation on assets not qualifying for tax allowances
7,845
10,481
Other permanent differences
(1,782)
(511)
Deferred tax adjustments in respect of prior years
-
0
89,117
Other movements
-
0
(56,601)
Taxation credit
(142,509)
(365,656)

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2023
2022
£
£
Deferred tax arising on:
Revaluation of property
-
235,836

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

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
13
Impairments

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

2023
2022
Notes
£
£
In respect of:
Goodwill
14
-
237,866
Property, plant and equipment
15
-
485,605
Recognised in:
Cost of sales
-
485,605
Administrative expenses
-
237,866

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

14
Intangible fixed assets
Group
Goodwill
Development costs
Trademarks
Total
£
£
£
£
Cost
At 1 January 2023
551,654
96,949
27,725
676,328
Disposals
-
0
(96,949)
-
0
(96,949)
At 31 December 2023
551,654
-
0
27,725
579,379
Amortisation and impairment
At 1 January 2023
430,944
-
0
11,847
442,791
Amortisation charged for the year
31,379
-
0
2,748
34,127
At 31 December 2023
462,323
-
0
14,595
476,918
Carrying amount
At 31 December 2023
89,331
-
0
13,130
102,461
At 31 December 2022
120,710
96,949
15,878
233,537
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
15
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost or valuation
At 1 January 2023
4,774,485
52,100
1,231,018
214,811
64,083
86,932
6,423,429
Additions
-
0
-
0
-
0
60,908
1,984
-
0
62,892
Disposals
-
0
(43,820)
(699,880)
(629,132)
-
0
(94,150)
(1,466,982)
At 31 December 2023
4,774,485
8,280
531,138
(353,413)
66,067
(7,218)
5,019,339
Depreciation and impairment
At 1 January 2023
-
0
14,396
928,214
162,125
17,120
11,391
1,133,246
Depreciation charged in the year
-
0
5,747
122,478
32,941
12,943
26,572
200,681
Eliminated in respect of disposals
-
0
(13,917)
(656,952)
(629,015)
-
0
(83,723)
(1,383,607)
At 31 December 2023
-
0
6,226
393,740
(433,949)
30,063
(45,760)
(49,680)
Carrying amount
At 31 December 2023
4,774,485
2,054
137,398
80,536
36,004
38,542
5,069,019
At 31 December 2022
4,774,485
37,704
302,804
52,686
46,963
75,541
5,290,183
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -

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

Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and equipment
35,872
40,996
-
0
-
0
Fixtures and fittings
51,281
-
0
-
0
-
0
Motor vehicles
28,100
16,071
-
0
-
0
115,253
57,067
-
-

More information on impairment movements in the year is given in note 13.

The land and buildings were re-valued by professional valuer Malcolm Stuart property consultants at 20th November 2022. The directors are of the view that this valuation continues to represent the fair value of the properties at the balance sheet date.

 

The historical cost of the land was £500,000 (2022: £500,000).

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

2023
2022
£
£
Group
Cost
2,027,375
2,027,375
16
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
17
-
0
-
0
6,587,316
6,587,316
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
6,587,316
Carrying amount
At 31 December 2023
6,587,316
At 31 December 2022
6,587,316
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
17
Subsidiaries

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Toiletry Sales Group Limited
1
Holding company
Ordinary
100.00
-
Toiletry Sales Limited
1
Manufacture, sales and distribution of healthcare products
Ordinary
-
100.00
Sanpro Production Limited
1
Manufacture of feminine hygiene products
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Crigglestone Industrial Estate, High Street, Crigglestone, Wakefield, West Yorkshire, WF4 3HT
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
18
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
-
62,333
-
-
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
843,943
-
-
-

At the year end, foreign currency derivatives were valued at £843,943 (2022: £62,333 debtor) using the closing spot rate, this amount is included in other creditors.

19
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
280,427
321,315
-
-
Finished goods and goods for resale
4,096,989
7,297,660
-
0
-
0
4,377,416
7,618,975
-
-
20
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,035,859
3,223,072
-
0
-
0
Corporation tax recoverable
15,005
15,005
-
0
-
0
Derivative financial instruments
-
62,333
-
-
Other debtors
617,608
235,779
-
0
-
0
Prepayments and accrued income
558,838
428,962
-
0
-
0
4,227,310
3,965,151
-
-
TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
21
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
as restated
Notes
£
£
£
£
Bank loans and overdrafts
23
4,579,440
4,486,530
-
0
-
0
Obligations under finance leases
24
15,349
151,185
-
0
-
0
Other borrowings
23
1,899,022
1,899,022
1,899,022
1,899,022
Trade creditors
2,606,961
3,256,998
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
4,367,533
4,452,368
Corporation tax payable
263,189
323,849
-
0
-
0
Other taxation and social security
348,484
920,933
-
-
Derivative financial instruments
843,943
-
0
-
0
-
0
Other creditors
2,120,322
2,029,798
-
0
-
0
Accruals and deferred income
393,910
931,107
220,760
135,925
13,070,620
13,999,422
6,487,315
6,487,315

Bank loans and overdrafts are secured.

 

Other creditors includes £1,975,002 (2022: £1,702,942) in relation to an invoice discounting facility, which is secured against the respective trade debtor balances.

 

Obligations under hire purchase agreements are secured upon the assets to which they relate.

22
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
23
1,353,750
1,661,250
-
0
-
0
Obligations under finance leases
24
42,805
-
0
-
0
-
0
1,396,555
1,661,250
-
-

Bank loans are secured.

 

Obligations under hire purchase agreements are secured upon the assets to which they relate.

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
23
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
1,661,250
1,968,750
-
0
-
0
Bank overdrafts
4,271,940
4,179,030
-
0
-
0
Other loans
1,899,022
1,899,022
1,899,022
1,899,022
7,832,212
8,046,802
1,899,022
1,899,022
Payable within one year
6,478,462
6,385,552
1,899,022
1,899,022
Payable after one year
1,353,750
1,661,250
-
0
-
0

The bank loan and overdrafts are secured by a legal charge and debenture over the group's assets.

The bank loan was drawn down in July 2019 and becomes repayable on the second anniversary following the date of drawdown, via quarterly repayments over a period of 5 years. Interest on the loan is payable at LIBOR plus 2.35% (2022: 2.45%) per annum.

 

Other loans relate to loan notes issued during the management buy-out. At 31 December 2023 there are no fixed repayment terms. However, the loan notes will not be repaid until cash flow permits. Interest on the loan notes is payable at 4% (2022: 4%) per annum.

24
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
15,349
151,185
-
0
-
0
In two to five years
42,805
-
0
-
0
-
0
58,154
151,185
-
-

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

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 36 -
25
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
50,161
91,863
Tax losses
(21,020)
(142,460)
Revaluations
610,167
610,167
Retirement benefit obligations
(2,330)
(6,652)
Provisions
(210,986)
15,583
425,992
568,501
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
568,501
-
Credit to profit or loss
(142,509)
-
Liability at 31 December 2023
425,992
-

The deferred tax liability set out above is the net of various tax relief timing differences. Pension contributions will attract tax relief in the year paid. Accelerated capital allowances are expected to mature over the associated fixed assets useful economic life. Tax losses carried forward will be utilised against future profits. Future capital gains tax payable on a revalued property and timing of tax relief on provisions are also recognised.

26
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
103,521
105,100

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

As at the year-end, contributions due to the schemes in respect of the current reporting year were £63,029 (2022: £64,742).

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 37 -
27
Share-based payment transactions
Company
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
13,105
29,790
1.00
1.00
Forfeited
-
-
-
-
Exercised
-
-
-
-
Expired
-
(16,685)
-
1.00
Outstanding at 31 December 2023
13,105
13,105
1.00
1.00

On 26 September 2019, 31,110 Ordinary £1 shares share options were granted under an EMI share option to 4 group employees/ directors.

 

On 1 December 2022, a further 13,110 Ordinary £1 shares share options were granted under an EMI share option to 2 group employees/ directors.

 

The market value of these shares at the date of grant has been agreed by HM Revenue and Customs at £1 per share.

 

The following share options have lapsed:

 

14,430 lapsed on 30 September 2020

4,880 lapsed on 1 October 2022

6,555 lapsed on 12 November 2022

5,250 lapsed on 31 December 20022

 

As at the year end, none of the EMI share options had been exercised. The holder of the EMI share options can exercise the share options the earlier of a share sale or the loan note redemption date. The EMI share options lapse if the employee leaves employment.

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
28
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100,000
100,000
100,000
100,000
A shares of £1 each
1
1
1
1
100,001
100,001
100,001
100,001

All shares rank pari passu in terms of dividends and voting rights.

 

The Ordinary shares rank behind the A share as to return of capital, including on winding up.

 

The Ordinary shares are not liable to be redeemed. The A share is liable to be redeemed at the option of the company by notice to the A shareholder, provided that there are no other loan notes outstanding.

29
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
179,954
236,915
-
-
Between two and five years
284,282
382,864
-
-
In over five years
17,994
15,600
-
-
482,230
635,379
-
-
30
Directors' transactions
Description
% Rate
Opening balance
Interest charged
Amounts repaid
Closing balance
£
£
£
£
Director loan
2.25
45,816
948
(4,297)
42,467
45,816
948
(4,297)
42,467
31
Controlling party

The ultimate controlling party is C S Patterson by virtue of his majority shareholding.

TOILETRY SALES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 39 -
32
Cash generated from group operations
2023
2022
£
£
Loss for the year after tax
(700,032)
(2,865,033)
Adjustments for:
Taxation credited
(142,509)
(365,656)
Finance costs
661,302
463,944
Investment income
(948)
(773)
Loss/(gain) on disposal of tangible fixed assets
46,542
(26,550)
Fair value loss on foreign exchange contracts
906,276
37,043
Amortisation and impairment of intangible assets
34,127
295,932
Depreciation and impairment of tangible fixed assets
200,681
751,856
Movements in working capital:
Decrease in stocks
3,241,559
763,056
(Increase)/decrease in debtors
(189,442)
2,405,174
Decrease in creditors
(1,707,260)
(405,728)
Cash generated from operations
2,350,296
1,053,265
33
Analysis of changes in net debt - group
1 January 2023
Cash flows
New finance leases
31 December 2023
£
£
£
£
Cash at bank and in hand
369,439
1,295,602
-
1,665,041
Bank overdrafts
(4,179,030)
(92,910)
-
(4,271,940)
(3,809,591)
1,202,692
-
(2,606,899)
Borrowings excluding overdrafts
(3,867,772)
307,500
-
(3,560,272)
Obligations under finance leases
(151,185)
151,085
(58,054)
(58,154)
(7,828,548)
1,661,277
(58,054)
(6,225,325)
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