Company registration number 00683745 (England and Wales)
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 26
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mrs V H Grimley
(Appointed 9 October 2023)
Mr R A Seville
(Appointed 9 October 2023)
Mr M O Whitehead
(Appointed 9 October 2023)
Company number
00683745
Registered office
Haigh Avenue
Whitehill Industrial Estate
Reddish
Stockport
Cheshire
UK
SK4 1NU
Auditor
Xeinadin Audit Limited
Riverside House, Kings Reach Business Park
Yew Street
Stockport
Cheshire
United Kingdom
SK4 2HD
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

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

 

Introduction

This Strategic Report has been prepared in accordance with the requirements of Section 414A of the Companies Act 2006. It's purpose is to assess how the directors have performed their duty to promote the success of Boole's Tools & Pipe Fittings Limited ("the Company").

Principal activities

The principal activity of the company during the year under review was that of supplying ferrous and non-ferrous tubes, valves, fittings, flanges and allied pipeline products to second and third tier merchants, coupled with the manufacture of tubular products.

Business review

Material and shipping costs fluctuated throughout the year, impacting the supply chain and overall costs. Rising inflation rates slowed down projects and affected the market. In October, the business underwent and completed a Management Buyout (MBO) and appointed three new directors. The company continues to maintain an excellent reputation within the industry while striving to grow the business and maintain historical relationships.

Health & Safety

There were no major incidents to report in the year ended 31 December 2023.

 

Key Performance Indicators

 

            2023        2022        2021

            £’000        £’000        £’000

Turnover            13,876        16,630        13,917

Operating Profit         1,396        1,978        1,688

Operating Margin        10.06%        11.89%        12.13%

Liquidity ratio          2.75        2.46         2.2

Future outlook

The outlook for 2024 remains positive, customers are optimistic that projects which had been delayed previously will move forward quickly, enabling us to sell stock more efficiently in the market. We anticipate that container prices and availability will continue to improve throughout 2024.

 

Principle risks and uncertainty

Trading in the business is influenced by the macro-economic environment in the UK. The level of activity in the residential and non-residential construction and in the residential repair, maintenance, and improvement markets in particular influence demand. Demand in these markets is sensitive to economic conditions generally including economic growth, interest rate movements, inflation, unemployment, and demographic trends.

 

Financial risk management objectives and policies

The Company’s activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The Company adopts a prudent approach to liquidity management and to mitigate against cash flow and liquidity risk continuously monitors forecasted and actual cash flows and maintains sufficient cash reserves to meet its obligations. The Company’s main exposure to credit risk is its provision of short-term credit to customers which is covered and monitored by credit insurance.

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

On behalf of the board

Mrs V H Grimley
Director
19 September 2024
BOOLE'S TOOLS & PIPE FITTINGS 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.

Results and dividends

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

Ordinary dividends were paid amounting to £168,755 (2022: £431,765). The directors do not recommend payment of a final dividend.

Directors

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

Mrs V H Grimley
(Appointed 9 October 2023)
Mr R A Seville
(Appointed 9 October 2023)
Mr M O Whitehead
(Appointed 9 October 2023)
Mr T Seville
(Resigned 20 October 2023)
Mrs T A Seville
(Resigned 20 October 2023)
Auditor

The auditor, Xeinadin Audit Limited, is deemed to be re-appointed under section 487(2) of the Companies Act 2006.

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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
Mrs V H Grimley
Mr R A Seville
Director
Director
Mr M O Whitehead
Director
19 September 2024
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

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 company and of the profit or loss of the company 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 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.

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BOOLE'S TOOLS & PIPE FITTINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Boole's Tools & Pipe Fittings Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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 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:

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BOOLE'S TOOLS & PIPE FITTINGS LIMITED
- 7 -
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 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 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.

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BOOLE'S TOOLS & PIPE FITTINGS LIMITED
- 8 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Nichola Coles (FCCA)
Senior Statutory Auditor
For and on behalf of Xeinadin Audit Limited
19 September 2024
Statutory Auditor
Riverside House, Kings Reach Business Park
Yew Street
Stockport
Cheshire
United Kingdom
SK4 2HD
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
13,875,646
16,629,432
Cost of sales
(9,950,319)
(12,075,177)
Gross profit
3,925,327
4,554,255
Distribution costs
(1,096,061)
(1,061,345)
Administrative expenses
(1,489,631)
(1,515,120)
Other operating income
56,666
-
0
Operating profit
4
1,396,301
1,977,790
Interest receivable and similar income
8
368
-
0
Interest payable and similar expenses
9
(91,474)
(79,193)
Profit before taxation
1,305,195
1,898,597
Tax on profit
10
(338,680)
(360,635)
Profit for the financial year
966,515
1,537,962

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

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
£
£
Profit for the year
966,515
1,537,962
Other comprehensive income
Revaluation of tangible fixed assets
(112,500)
222,750
Total comprehensive income for the year
854,015
1,760,712
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
12
1,755,699
2,061,904
Current assets
Stocks
13
3,143,377
3,717,452
Debtors falling due after more than one year
14
6,657,514
-
0
Debtors falling due within one year
14
3,214,341
7,444,543
Cash at bank and in hand
1,051,254
1,075,295
14,066,486
12,237,290
Creditors: amounts falling due within one year
15
(5,119,284)
(4,982,309)
Net current assets
8,947,202
7,254,981
Total assets less current liabilities
10,702,901
9,316,885
Creditors: amounts falling due after more than one year
16
(1,645,452)
(908,007)
Provisions for liabilities
Deferred tax liability
18
369,537
406,226
(369,537)
(406,226)
Net assets
8,687,912
8,002,652
Capital and reserves
Called up share capital
20
212,500
212,500
Capital redemption reserve
41,338
41,338
Profit and loss reserves
8,434,074
7,748,814
Total equity
8,687,912
8,002,652
The financial statements were approved by the board of directors and authorised for issue on 19 September 2024 and are signed on its behalf by:
Mrs V H Grimley
Mr R A Seville
Director
Director
Mr M O Whitehead
Director
Company registration number 00683745 (England and Wales)
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Revaluation reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
212,500
-
0
41,338
6,419,867
6,673,705
Year ended 31 December 2022:
Profit
-
-
-
1,537,962
1,537,962
Other comprehensive income:
Revaluation of tangible fixed assets
-
222,750
-
-
222,750
Total comprehensive income
-
222,750
-
1,537,962
1,760,712
Dividends
11
-
-
-
(431,765)
(431,765)
Transfers
-
(222,750)
-
222,750
-
Balance at 31 December 2022
212,500
-
0
41,338
7,748,814
8,002,652
Year ended 31 December 2023:
Profit
-
-
-
966,515
966,515
Other comprehensive income:
Revaluation of tangible fixed assets
-
(112,500)
-
-
(112,500)
Total comprehensive income
-
(112,500)
-
966,515
854,015
Dividends
11
-
-
-
(168,755)
(168,755)
Transfers
-
112,500
-
(112,500)
-
Balance at 31 December 2023
212,500
-
0
41,338
8,434,074
8,687,912
Included within the profit and loss reserves are £711,250 (2022: £823,750) which are not available for distribution to the holding company.
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

Boole's Tools & Pipe Fittings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Haigh Avenue, Whitehill Industrial Estate, Reddish, Stockport, Cheshire, UK, SK4 1NU.

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 leasehold land and buildings. The principal accounting policies adopted are set out below.

 

This 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:

 

 

The financial statements of the company are consolidated in the financial statements of VRM Holdings Limited.These consolidated financial statements are available from its registered office, Haigh Avenue, Whitehill Industrial Estate, Stockport, England, United Kingdom, SK4 1NU.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

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

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

1.4
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.

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -

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:

Leasehold buildings
50 years
Plant and equipment
7 - 10 years
Fixtures and fittings
7 - 10 years
Motor vehicles
7 - 10 years

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 credited or charged to profit or loss.

Revaluations of tangible fixed assets

 

Leasehold land and buildings are carried at fair value, plus subsequent additions less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.

 

Fair value is determined from market based evidence normally undertaken by professionally qualified surveyors. The fair value of the land and buildings is usually considered to be their market value.

 

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and loss are recognised in profit or loss.

1.5
Impairment of fixed assets

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

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.

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.6
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.

 

Stock is valued on the AVCO (average cost) basis. Each time stock is acquired a new weighted average cost is calculated.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.7
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.

1.8
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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.

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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 company 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.

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company 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 company.

1.10
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’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 when the company has 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.

1.11
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.

1.12
Retirement benefits

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

1.13
Leases

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 leases asset are consumed.

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.14
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.

1.15

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

 

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

 

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
UK
13,875,646
16,629,432
2023
2022
£
£
Other revenue
Interest income
368
-
Release of other provision
56,666
-

Turnover and profit on ordinary activities before taxation relate to the principal activity of the company, and arise wholly within the UK.

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
17,963
14,300
Depreciation of owned tangible fixed assets
156,205
160,254
Operating lease charges
67,832
89,444
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
17,963
14,300
For other services
All other non-audit services
12,971
13,032
6
Employees

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

2023
2022
Number
Number
Directors & employees
41
42

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
1,153,389
1,201,057
Social security costs
104,250
112,285
Pension costs
22,223
143,030
1,279,862
1,456,372
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
52,660
21,735
Company pension contributions to defined contribution schemes
660
121,000
53,320
142,735
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Directors' remuneration
(Continued)
- 20 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2022: 2).

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
368
-
0
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
91,474
73,006
Other interest on financial liabilities
-
0
6,187
91,474
79,193
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
337,869
385,923
Deferred tax
Origination and reversal of timing differences
811
(25,288)
Total tax charge
338,680
360,635
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
(Continued)
- 21 -

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

2023
2022
£
£
Profit before taxation
1,305,195
1,898,597
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
306,988
360,733
Tax effect of expenses that are not deductible in determining taxable profit
-
0
5,000
Group relief
(16,911)
-
0
Permanent capital allowances in excess of depreciation
30,157
(10,000)
Depreciation on assets not qualifying for tax allowances
-
0
30,000
Other permanent differences
17,635
-
0
Fixed assets timing difference
-
0
(25,098)
Deferred tax movement
811
-
0
Taxation charge for the year
338,680
360,635
11
Dividends
2023
2022
£
£
Final paid
168,755
431,765
12
Tangible fixed assets
Leasehold buildings
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
1,575,000
377,969
188,686
1,070,311
3,211,966
Revaluation
(150,000)
-
0
-
0
-
0
(150,000)
At 31 December 2023
1,425,000
377,969
188,686
1,070,311
3,061,966
Depreciation and impairment
At 1 January 2023
-
0
306,821
131,723
711,518
1,150,062
Depreciation charged in the year
14,250
9,336
13,733
118,886
156,205
At 31 December 2023
14,250
316,157
145,456
830,404
1,306,267
Carrying amount
At 31 December 2023
1,410,750
61,812
43,230
239,907
1,755,699
At 31 December 2022
1,575,000
71,148
56,963
358,793
2,061,904
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Tangible fixed assets
(Continued)
- 22 -

Freehold land and buildings with a carrying amount of £1,410,750 (2022: £1,575,000 ) have been pledged to secure borrowings of the company.

 

Land and buildings with a carrying amount of £1,410,750 were revalued at 13 July 2023 by Sanderson Weatherall, Independent values not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The directors consider that these valuations are appropriate at the year end.

 

Included within the net book value of tangible fixed assets above is £2,187 (2022: £66,275) in respect of motor vehicles held under asset finance. Depreciation for the year on these assets was £64,088 (2022: £64,231)

13
Stocks
2023
2022
£
£
Finished goods and goods for resale
3,143,377
3,717,452
14
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
3,176,815
3,162,950
Amounts owed by group undertakings
-
0
4,213,193
Other debtors
1,749
3,594
Prepayments and accrued income
35,777
64,806
3,214,341
7,444,543
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
6,657,514
-
0
Total debtors
9,871,855
7,444,543
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
15
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
17
232,571
181,941
Trade creditors
1,857,583
3,243,246
Corporation tax
137,799
164,693
Other taxation and social security
245,459
286,348
Other creditors
2,424,735
852,801
Accruals and deferred income
221,137
253,280
5,119,284
4,982,309

Included within other creditors is an invoice discounting facility amounting to £2,418,442 (2022: £852,801). As part of the security for the facility there is a fixed and floating charge over all the property and undertakings of the company.

 

Amounts owing under asset finance are secured against the related asset.

16
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
17
1,645,452
908,007

The creditors above are secured by the fixed and floating charge over the freehold and leasehold property known as Boole's Tools and Pipe Fittings, Haigh Avenue, Stockport, SK4 1NU.

17
Loans and overdrafts
2023
2022
£
£
Bank loans
1,878,023
1,089,948
Payable within one year
232,571
181,941
Payable after one year
1,645,452
908,007
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
17
Loans and overdrafts
(Continued)
- 24 -

Bank loans

 

On 20 October 2023 the company drew down on two HSBC facility agreements with the following terms:

 

Recovery loan scheme

 

Repayment terms: 71 monthly payments

 

Interest: 4.45% per annum over the Bank of England base rate.

 

Secured by the way of: Debenture from VRM Holdings Limited.

 

Term Loan

 

Repayment terms: 60 monthly payments

 

Interest: 7.06% per annum on a fixed basis.

 

Secured by the way of: Debenture from VRM Holdings Limited.

 

The long term loans are secured by the fixed and floating charge over the freehold and leasehold property known as Boole's Tools and Pipe Fittings, Haigh Avenue, Stockport, SK4 1NU.

 

Amounts owing under asset finance are secured against the related asset.

18
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
124,811
124,000
Revaluation of leasehold land & buildings
244,726
282,226
369,537
406,226
2023
Movements in the year:
£
Liability at 1 January 2023
406,226
Charge to profit or loss
811
Other
(37,500)
Liability at 31 December 2023
369,537
BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
18
Deferred taxation
(Continued)
- 25 -

 

In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate would increase to 25%. This new law was substantively enacted on 24 May 2021. Deferred tax balances have been remeasured to either 19% or 25% depending on when the Directors expect these timing differences to reverse. The impact of the change in tax rate has been recognised in tax expense in profit or loss, except to the extent that it relates to items previously recognised outside profit or loss.

19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
22,223
143,030

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
212,500
212,500
212,500
212,500
21
Operating lease commitments
Lessee

 

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

2023
2022
£
£
Within one year
70,572
60,687
Between two and five years
46,379
62,506
116,951
123,193

During the year £67,832 (2022: £62,000) of lease payments were recognised as an expense within the profit and loss account.

 

The comparative amounts in the above disclosure have been restated to reflect the correct categorisation of a mortgage commitments rather than an operating lease commitment.

BOOLE'S TOOLS & PIPE FITTINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
22
Related party transactions

Summary of transactions with related parties

 

The immediate parent of Boole's Tools & Pipe Fittings Limited is Seville Holdings Limited. Seville Holdings Limited is a wholly owned subsidiary of VRM Holdings Limited.

 

At the balance sheet date, the amount owed from Seville Holdings Limited was £4,483,986 (2022: £4,213,193). This amount is interest free and due in one year and one day on a rolling basis.

 

At the balance sheet date, the amount owed from VRM Holdings Limited was £2,173,528 (2022: £Nil). This amount is interest free and due in one year and one day on a rolling basis.

 

There were no sales or purchases to related parties during the year (2022: £Nil).

 

Consultancy fees of £16,000 (2022: £Nil) were paid to related parties during the year.

23
Ultimate controlling party

The company's immediate parent undertaking is Seville Holdings Limited, a company registered and incorporated in the United Kingdom.

 

The ultimate parent is VRM Holdings Limited, a company registered and incorporated in the United Kingdom.

 

The largest group in which the results of the company are consolidated is headed by VRM Holdings Limited, a company registered in the United Kingdom. Copies of the financial statements are available from Haigh Avenue, Whitehill Industrial Estate, Stockport, England, United Kingdom, SK4 1NU

 

At the balance sheet date, in the opinion of the directors there is no ultimate controlling party as no shareholder holds an overall majority.

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