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REGISTERED NUMBER: 12421603 (England and Wales)










Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

For The Year Ended 31 December 2023

for

Gardiner Bros. And Company Holdings
Limited

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)






Contents of the Consolidated Financial Statements
For The Year Ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 9

Consolidated Income Statement 13

Consolidated Other Comprehensive Income 14

Consolidated Balance Sheet 15

Company Balance Sheet 16

Consolidated Statement of Changes in Equity 17

Company Statement of Changes in Equity 18

Consolidated Cash Flow Statement 19

Notes to the Consolidated Cash Flow Statement 20

Notes to the Consolidated Financial Statements 22


Gardiner Bros. And Company Holdings
Limited

Company Information
For The Year Ended 31 December 2023







DIRECTORS: J R Gardiner
M Holloway
S Collingridge
A Kapoor
P Wheeler
B J Gardiner
M Trobe





REGISTERED OFFICE: Unit F-G Quedgeley West Business Park
Bristol Road, Hardwicke
Gloucester
United Kingdom
GL2 4PH





REGISTERED NUMBER: 12421603 (England and Wales)





AUDITORS: Kingscott Dix Limited
Chartered Accountants
and Statutory Auditor
Goodridge Court
Goodridge Avenue
Gloucester
Gloucestershire
GL2 5EN

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Group Strategic Report
For The Year Ended 31 December 2023

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

The Board are satisfied with the performance of the business in the year ending 31st December 2023.

Principal Activities:

The business continues to distribute footwear and accessories to the UK omni-channel retail market offering a variety of services to both retailers and brands, primarily through:

- Wholesale to traditional bricks and mortar retailers;
- Online range extension services to omni-channel retailers and pure play e-tailers;
- Direct to consumer web sites on behalf of brands;
- Design and resource of customer own brands;
- Licenced design and resource of global brands to distribute in the UK and Europe.

The business is widening its product portfolio categories to provide distribution services for new product categories through its customer portfolio.

A clear strategic focus for the business is to be the best partner that retailers and brands have in order to multiply routes to market for both.

The business also provides management and distribution services to Footsure Western Ltd.

Principal Objectives:

The principal objective of the business is to maintain and grow its market share in the footwear retail market in the United Kingdom and to grow through export.

The business is achieving this objective through its main strategies of:

- Developing its omni-channel market service offering to both retailers and footwear brands; and
- Developing its stable of international brands and brands that it owns and develops itself.

The business is also developing an ongoing strategy of widening its product categories beyond footwear.


Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Group Strategic Report
For The Year Ended 31 December 2023

REVIEW OF BUSINESS
Performance in 2023:

The business grew by 19% in 2023 compared to 10% in 2022.

The growth of sales was also driven by the addition of new brands, new omni-channel retail partners and increasing products listed with existing partners.

2023 saw renewed growth following the 2022 year of consolidation for the business as it invested in new distribution centres to enable efficient growth going forward. Our new distribution centre at Unit 4 Indurent Park, Gloucester became fully operational half way through 2023. The new 5 year plan that was put in place during 2023 looks to double our sales from 2022 to 2027. As at September 2024, sales were on plan.

Operating Profit reduced from £3.4m in 2022 to £2.6m in 2023. This reflected significant costs associated with bringing on the new distribution centres and external stock storage costs. These costs were higher than expected in 2023 due to time taken to make the new DC fully operational. During 2024, all stock has been brought back into our own managed warehousing seeing greatly reduced external storage costs.

The company imports a significant amount of its products from suppliers who invoice in Euros or US Dollars.

The company adopts a strategy of hedging foreign currency commitments forward in order to ensure stability in pricing to its customers.

The company continues to grow its omni-channel service to customers and continues to add new brands to its portfolio.


2024 Performance:

2024 has seen a continued increase in sales driven, in particular, by growth in online range extension through our drop ship partners and through direct to consumer websites. Growth to the end of August 2024 is running at around 25%.

Our ambitious 5 year plan looks to focus greater growth through digital channels whilst maintaining a slower growth rate in traditional wholesale business.

Gross profit margins continue to improve as our service mix changes.

Accordingly the directors expect the operating profit and profit on ordinary activities before taxation to be greater in 2024.

The business continues to invest in software and people to further enhance and improve the service it offers to the retailers and brands that it partners with.

During 2024, the business is seeing good operational efficiencies driven by the new 116,000 square foot facility which has quadrupled its fine pick space available.


Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Group Strategic Report
For The Year Ended 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
Change in Market: The principal risk and uncertainty facing the business is the rapid change in the way that the retail market in the UK is structured. The business is overcoming that risk and uncertainty by developing new omni channel services and processes to lead the way in servicing the ever-changing retail market in the UK.

Currency Exchange Risk: The company continues to hedge currency to provide stability.

Supply chain issues post pandemic: The company has been impacted by the increasing issues in shipping goods to the UK during and post the pandemic and is impacted by the increased costs of shipments. The company has mitigated these risks by increasing stock holdings in order to maintain service levels and by detailed cost planning and analysis to manage price changes effectively.

The Board maintain a risk register that is reviewed at monthly board meetings.

MAIN KPIs

The principal KPIs that the company uses to manage its performance are:

FINANCIAL

SALES: Sales grew in 2023 and continued to grow in 2024.

GP%: The gross profit margin grew in 2023 and is growing in 2024.

NON FINANCIAL

AVAILABILITY: Availability of stock required when required remains at targeted levels between 90% and 95% in 2023 and 2024.

RETURNS: Returns of goods for poor quality continued to decline and is now consistently around 1%.

SECTION 172(1) STATEMENT
Throughout the 2023 financial year, the Board continued to act, in good faith, to promote the long-term success of the group under section 172(1) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





J R Gardiner - Director


26 September 2024

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Report of the Directors
For The Year Ended 31 December 2023

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

DIVIDENDS
An interim dividend of £4,000 per share was paid on 30 June 2023. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2023 will be £ 400,000 .

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

J R Gardiner
M Holloway
S Collingridge
A Kapoor
P Wheeler
B J Gardiner
M Trobe

EMPLOYMENT OF DISABLED PERSONS
As a group committed to diversity and inclusion, we recognise the importance of providing equal employment opportunities for all individuals, including those with disabilities. Our policies are designed to ensure that disabled persons are treated fairly and given the same opportunities as other employees.

Recruitment and Employment Practices
We encourage applications from disabled persons and ensure that our recruitment processes are accessible to all. Reasonable adjustments are made during the recruitment process to accommodate the needs of disabled candidates.

Training and Development
We provide ongoing training and development opportunities for all employees, including those with disabilities. This ensures that everyone has the chance to develop their skills and progress within the company.

Workplace Adjustments
We are committed to making reasonable adjustments to the workplace to support disabled employees.

Support and Wellbeing
We offer a range of support services to promote the wellbeing of all our employees, including those with disabilities.

Monitoring and Review
We regularly review our policies and practices to ensure that they remain effective and continue to meet the needs of all our employees. Feedback from employees is actively sought and used to inform improvements.

By fostering an inclusive workplace, we aim to harness the talents of all our employees and create a supportive environment where everyone can thrive.


Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Report of the Directors
For The Year Ended 31 December 2023

ENGAGEMENT WITH EMPLOYEES
At Gardiners, we believe that our employees are our greatest asset. We are committed to fostering a positive and engaging work environment where every team member feels valued and heard. Our approach to employee engagement is built on open communication, continuous development, and a supportive culture.

Communication:
We prioritise and encourage open communication across all levels of the organisation. Regular team meetings and feedback sessions are conducted in each department and with team representatives to ensure that employees are informed about company developments and have the opportunity to voice their opinions and concerns.

During 2024 we have implemented a new HR System designed to encourage both communication generally but also informal recognition of individuals and teams throughout the business. This has been very successfully implemented and received and continues to be developed.

Development and Training:
We invest in the continuous development of our employees. Through a variety of training programs, we support our team members in enhancing their skills and advancing their careers.

Wellbeing and Support:
The wellbeing of our employees is of utmost importance. We offer a range of support services including mental health resources and flexible working arrangements to help our employees maintain a healthy work-life balance.

Inclusion and Diversity:
We are committed to creating an inclusive workplace where diversity is celebrated. Our policies and practices are designed to ensure that all employees, regardless of their background, feel respected and included.

Employee Feedback:
We actively seek feedback from our employees through regular interaction and meetings with them. This feedback is invaluable in helping us understand the needs and expectations of our teams and in making informed decisions to improve our workplace.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
At Gardiners, we recognise that strong relationships with our suppliers, customers, and other stakeholders are essential to our success. We are committed to fostering positive and collaborative partnerships through transparent communication, mutual respect, and shared goals.

Engagement with Suppliers
We work closely with our suppliers to ensure that our supply chain is efficient, ethical, and sustainable. Regular meetings and feedback sessions are conducted to maintain open lines of communication and address any issues promptly. We also prioritise working with suppliers who share our own values and commitment to quality and corporate social responsibility.

Engagement with Customers
Our customers are at the heart of everything we do. We strive to understand their needs and exceed their expectations through exceptional service and high-quality products. We engage with our customers through various channels including regular face to face meetings, digital feedback, and other direct feedback mechanisms, to gather insights to continuously improve our products and services. Customer satisfaction is monitored and we take proactive steps to address any concerns.

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Report of the Directors
For The Year Ended 31 December 2023


Engagement with Other Stakeholders
We value the input and collaboration of all our stakeholders, including shareholders, regulatory bodies, industry associations, and the communities in which we operate. We maintain transparent and proactive communication through regular meetings and discussions.

Sustainability and Corporate Social Responsibility
We are committed to conducting our business in a socially responsible and environmentally sustainable manner. This includes engaging with stakeholders to promote sustainable practices, reduce our environmental footprint, and contribute positively to the communities we serve.

Innovation and Collaboration
Innovation in the services that we provide to both our customers and suppliers is key to our success. By fostering a culture of collaboration, we aim to drive continuous improvement and stay at the forefront of our industry.

STREAMLINED ENERGY AND CARBON REPORTING
The UK energy use resulting from company activities in the year were as follows:

2023
UK CO2 emissions (Tonnes)
Combustion of gas 47.90
Purchase of electricity 51.22
Consumption of fuel for transport purposes 18.48
117.60

UK energy use (kWh)
Combustion of gas 72,962
Purchase of electricity (including for transport purposes) 427,100
500,062

Total TCO2e/employee 0.86523

The data within this report has been prepared with reference to the World Resources Institute/World Business Council for Sustainable Development (WRI/WBCSD) Greenhouse Gas Protocol (GHG): A Corporate Accounting and Reporting Standard, Revised Edition and in accordance with the HM Government Environmental Reporting Guidelines (March 2020).
The UK Government GHG Conversion Factors for Company Reporting, using the 2023 dataset were used for all conversions to tonnes of carbon dioxide equivalent (tCO2e).

This greenhouse gas emissions report has been prepared based on the reporting period running for the twelve months (inclusive) from 1st January 2023 to the 31st of December 2023 i.e. the Financial Year ending 31 December 2023.

Principal measures taken to increase the company's energy efficiency include:
- Swapping of fleet vehicles to hybrid or electric models, in order to reduce the CO2 generated per mile travelled;
- Gas and electricity contracts are on a 100% renewable basis;
- Gained the ISO14001 certification


Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Report of the Directors
For The Year Ended 31 December 2023

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

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Kingscott Dix Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





J R Gardiner - Director


26 September 2024

Report of the Independent Auditors to the Members of
Gardiner Bros. And Company Holdings
Limited

Opinion
We have audited the financial statements of Gardiner Bros. And Company Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

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

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Report of the Independent Auditors to the Members of
Gardiner Bros. And Company Holdings
Limited


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

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

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

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page eight, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Gardiner Bros. And Company Holdings
Limited


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

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

In assigning the audit engagement team we ensured that collectively they had the appropriate competence and capabilities to identify non-compliance with laws and regulations, highlight areas of the financial statements particularly susceptible to fraud and conduct appropriate additional enquiries where suspicions or weaknesses became evident.

At the planning stage, we assessed the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. This involved preliminary planning discussions with management to obtain their assessment of fraud risk, to identify any incidences of fraud during the year and understand the measures and controls they had taken to combat the possibility of fraud.

Our transaction testing and assessment of controls during the audit provided further evidence as to the validity of this initial assessment with regard to material misstatement and fraud.

We identified areas of law and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the Directors, and inspection of the Company's regulatory and legal correspondence. The team were briefed with regard to laws and regulations and remained alert to any indication of non-compliance throughout the audit.

The company is subject to laws and regulations that directly affect the financial statements including legislation covering financial reporting (related companies, distributable profits and taxation) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. In assessing this compliance, we evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates in the measurement and presentation of profit within the financial statements.

The company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, employment laws, GDPR and regulations recognising the nature of the company's activities. Audit procedures designed to identify non-compliance with these laws and regulations included enquiry of the Directors and other management and inspection of regulatory and legal correspondence. None of the procedures applied identified actual or suspected non-compliance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. Where an irregularity is non-financial or has not reached a stage where its impact is financial, it is less likely to be identified by auditing procedures. In addition, to the extent that an irregularity involves collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls, there remains a high risk of non-detection. We are not responsible for detecting all instances of non-compliance with laws and regulations and cannot be expected to do so.

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

Report of the Independent Auditors to the Members of
Gardiner Bros. And Company Holdings
Limited


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




Mark Spashett BSc FCA (Senior Statutory Auditor)
for and on behalf of Kingscott Dix Limited
Chartered Accountants
and Statutory Auditor
Goodridge Court
Goodridge Avenue
Gloucester
Gloucestershire
GL2 5EN

26 September 2024

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Consolidated
Income Statement
For The Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   

TURNOVER 3 38,938,462 32,688,855

Cost of sales 26,879,364 22,819,123
GROSS PROFIT 12,059,098 9,869,732

Distribution costs 4,985,662 4,246,656
Administrative expenses 12,235,500 9,998,933
17,221,162 14,245,589
(5,162,064 ) (4,375,857 )

Other operating income 8,527,519 7,774,798
GROUP OPERATING PROFIT 5 3,365,455 3,398,941

Share of operating profit in
Associates 86,642 694,653


Interest payable and similar expenses 6 1,056,852 500,471
PROFIT BEFORE TAXATION 2,395,245 3,593,123

Tax on profit 7 583,443 866,301
PROFIT FOR THE FINANCIAL YEAR 1,811,802 2,726,822
Profit attributable to:
Owners of the parent 1,811,802 2,726,822

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Consolidated
Other Comprehensive Income
For The Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

PROFIT FOR THE YEAR 1,811,802 2,726,822


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

1,811,802

2,726,822

Total comprehensive income attributable to:
Owners of the parent 1,811,802 2,726,822

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Consolidated Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 925,178 7,223
Tangible assets 11 9,795,256 9,743,923
Investments 12
Interest in associate 2,267,795 2,181,153
Investment property 13 70,000 70,000
13,058,229 12,002,299

CURRENT ASSETS
Stocks 14 14,373,485 13,838,389
Debtors 15 11,563,614 10,909,954
Cash in hand 6,362 5,740
25,943,461 24,754,083
CREDITORS
Amounts falling due within one year 16 17,201,459 15,761,981
NET CURRENT ASSETS 8,742,002 8,992,102
TOTAL ASSETS LESS CURRENT
LIABILITIES

21,800,231

20,994,401

CREDITORS
Amounts falling due after more than one
year

17

(2,700,000

)

(3,900,000

)

PROVISIONS FOR LIABILITIES 21 (2,370,833 ) (1,776,805 )
NET ASSETS 16,729,398 15,317,596

CAPITAL AND RESERVES
Called up share capital 22 100 100
Share premium 23 6,684 6,684
Retained earnings 23 16,722,614 15,310,812
SHAREHOLDERS' FUNDS 16,729,398 15,317,596

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2024 and were signed on its behalf by:





J R Gardiner - Director


Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Company Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 6,784 6,784
Investment property 13 - -
6,784 6,784
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,784

6,784

CAPITAL AND RESERVES
Called up share capital 22 100 100
Share premium 23 6,684 6,684
SHAREHOLDERS' FUNDS 6,784 6,784

Company's profit for the financial year 400,000 400,000

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2024 and were signed on its behalf by:





J R Gardiner - Director


Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Consolidated Statement of Changes in Equity
For The Year Ended 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 100 12,983,990 6,684 12,990,774

Changes in equity
Dividends - (400,000 ) - (400,000 )
Total comprehensive income - 2,726,822 - 2,726,822
Balance at 31 December 2022 100 15,310,812 6,684 15,317,596

Changes in equity
Dividends - (400,000 ) - (400,000 )
Total comprehensive income - 1,811,802 - 1,811,802
Balance at 31 December 2023 100 16,722,614 6,684 16,729,398

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Company Statement of Changes in Equity
For The Year Ended 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 100 - 6,684 6,784

Changes in equity
Dividends - (400,000 ) - (400,000 )
Total comprehensive income - 400,000 - 400,000
Balance at 31 December 2022 100 - 6,684 6,784

Changes in equity
Dividends - (400,000 ) - (400,000 )
Total comprehensive income - 400,000 - 400,000
Balance at 31 December 2023 100 - 6,684 6,784

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Consolidated Cash Flow Statement
For The Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 5,032,628 (1,034,707 )
Interest paid (1,056,852 ) (500,471 )
Tax paid 207,624 (197,716 )
Net cash from operating activities 4,183,400 (1,732,894 )

Cash flows from investing activities
Purchase of intangible fixed assets (977,698 ) -
Purchase of tangible fixed assets (1,281,681 ) (6,197,312 )
Sale of tangible fixed assets - 17,000
Net cash from investing activities (2,259,379 ) (6,180,312 )

Cash flows from financing activities
New loans in year - 6,000,000
Loan repayments in year (1,200,000 ) (4,650,000 )
Amount introduced by directors - 95,861
Amount withdrawn by directors - (257,491 )
Equity dividends paid (400,000 ) (400,000 )
Net cash from financing activities (1,600,000 ) 788,370

Increase/(decrease) in cash and cash equivalents 324,021 (7,124,836 )
Cash and cash equivalents at
beginning of year

2

(9,799,087

)

(2,674,251

)

Cash and cash equivalents at end of
year

2

(9,475,066

)

(9,799,087

)

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Cash Flow Statement
For The Year Ended 31 December 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
31.12.23 31.12.22
£    £   
Profit before taxation 2,395,245 3,593,123
Depreciation charges 1,290,093 462,176
Income from investments (86,642 ) (694,653 )
Finance costs 1,056,852 500,471
4,655,548 3,861,117
Increase in stocks (535,096 ) (5,363,667 )
Increase in trade and other debtors (851,794 ) (538,836 )
Increase in trade and other creditors 1,763,970 1,006,679
Cash generated from operations 5,032,628 (1,034,707 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 6,362 5,740
Bank overdrafts (9,481,428 ) (9,804,827 )
(9,475,066 ) (9,799,087 )
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 5,740 6,554
Bank overdrafts (9,804,827 ) (2,680,805 )
(9,799,087 ) (2,674,251 )


Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Cash Flow Statement
For The Year Ended 31 December 2023

3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 5,740 622 6,362
Bank overdrafts (9,804,827 ) 323,399 (9,481,428 )
(9,799,087 ) 324,021 (9,475,066 )
Debt
Debts falling due within 1 year (1,200,000 ) - (1,200,000 )
Debts falling due after 1 year (3,900,000 ) 1,200,000 (2,700,000 )
(5,100,000 ) 1,200,000 (3,900,000 )
Total (14,899,087 ) 1,524,021 (13,375,066 )

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements
For The Year Ended 31 December 2023

1. STATUTORY INFORMATION

Gardiner Bros. And Company Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Basis of consolidation
The group financial statements have been prepared by consolidating the financial statements of the holding company and its subsidiary undertakings at 31 December 2021. Where necessary, adjustments have been made to the consolidated figures in aligning accounting policies or accounting treatment of items to group policy.

Investments in associate undertakings
Investments in associate undertakings are accounted for under the equity method of accounting as per FRS 102 para. 14.8. An investment is initially recognised at cost and subsequently adjusted to reflect the group's share of profit or loss at each reporting date.

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 goods are dispatched.

Management Charges
Revenue from management charges to associated undertakings is recognised on a straight-line accruals basis and represent the recharge of costs incurred in respect of the transaction.

Rental Income
Turnover represents rental income from the group's portfolio of investment properties. The group recognises such revenue on a straight line accruals basis.

Intangibles assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patent and licences are being amortised evenly over their estimated useful life of 10 years.

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

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 provided at the following annual rates in order to write off each asset over it's estimated useful life, or if held under a finance lease, over the lease term, whichever is shorter.

Short leasehold- 12.5% on reducing balance
Machinery and equipment- 25% on reducing balance
Motor vehicles- 25% on reducing balance
Computer equipment- 20% on cost

Investment property
Investment property is shown at the its open market valuation. Any surplus arising from changes in market value are transferred to a revaluation reserve.

Deficits arising from changes in market value, are transferred to the profit and loss account, unless they are of a temporary nature or that they reverse previous gains, then they are taken to the revaluation reserve.

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

Costs represent the delivered cost of the stock item and includes carriage, etc.

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

The group operates a small self administered money purchase pension scheme and contributes to personal pensions of employees outside of the self administered scheme. Contributions payable for the year are charged in the profit and loss account.

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 trade and other 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.

Cash and cash equivalents
Cash and cash equivalents 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.

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. The impairment loss 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 when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

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 trade and other 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 receipts discounted at a market rate of interest.

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

Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company's obligations are discharged, cancelled, or they expire.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.12.23 31.12.22
£    £   
United Kingdom 38,339,886 32,449,659
Remainder of Europe 433,931 234,979
Rest of World 164,645 4,217
38,938,462 32,688,855

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

4. EMPLOYEES AND DIRECTORS



Year Ended Year Ended
31.12.23 31.12.22
£ £
Wages and salaries 8,380,912 5,432,783
Social security costs 803,684 758,174
Other pension costs 224,587 208,002
9,409,183 6,398,959
The average number of employees during the year was as follows:
31.12.23 31.12.22

Directors 7 7
Admin and support 114 107
Warehouse, support and operations 141 148
262 263

31.12.23 31.12.22
£    £   
Directors' remuneration 886,581 759,159
Directors' pension contributions to money purchase schemes 64,589 45,149

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

Money purchase schemes 3 3

Information regarding the highest paid director is as follows:
31.12.23 31.12.22
£    £   
Emoluments etc 203,714 188,573
Pension contributions to money purchase schemes 12,549 9,429

5. OPERATING PROFIT

The operating profit is stated after charging:

31.12.23 31.12.22
£    £   
Depreciation - owned assets 1,230,348 460,369
Patents and licences amortisation 1,804 1,807
Computer software amortisation 57,939 -
Auditors' remuneration 22,395 20,830
Auditors' remuneration for non audit work 3,177 8,173

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.23 31.12.22
£    £   
Bank interest 1,056,852 500,471

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.23 31.12.22
£    £   
Current tax:
UK corporation tax 1,349 -
Adjustment to prior year tax (11,934 ) (57,755 )
Corporation tax recoverable - (195,692 )
Total current tax (10,585 ) (253,447 )

Deferred tax 594,028 1,119,748
Tax on profit 583,443 866,301

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

31.12.23 31.12.22
£    £   
Profit before tax 2,395,245 3,593,123
Profit multiplied by the standard rate of corporation tax in the UK of 25
% (2022 - 19 %)

598,811

682,693

Effects of:
Expenses not deductible for tax purposes 4,138 5,383
Adjustments to tax charge in respect of previous periods (11,933 ) 586
Associates results shown net of tax (21,661 ) (131,984 )
Super-deduction - (323,696 )
Structures & building allowance (2,891 ) (915 )
Losses carried back - 197,689
Depreciation of non-qualifying assets 5,100 2,720
Pension creditor 12,305 7,391
Change in tax rate (426 ) 426,434
Total tax charge 583,443 866,301

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

9. DIVIDENDS
31.12.23 31.12.22
£    £   
Ordinary shares of 0.25 each
Interim 400,000 400,000

10. INTANGIBLE FIXED ASSETS

Group
Patents
and Development Computer
licences costs software Totals
£    £    £    £   
COST
At 1 January 2023 12,493 - - 12,493
Additions 3,353 394,953 579,392 977,698
At 31 December 2023 15,846 394,953 579,392 990,191
AMORTISATION
At 1 January 2023 5,270 - - 5,270
Amortisation for year 1,804 - 57,939 59,743
At 31 December 2023 7,074 - 57,939 65,013
NET BOOK VALUE
At 31 December 2023 8,772 394,953 521,453 925,178
At 31 December 2022 7,223 - - 7,223




















Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

11. TANGIBLE FIXED ASSETS

Group
Improvements Machinery
Short to and
leasehold property equipment
£    £    £   
COST
At 1 January 2023 12,127 4,397,559 3,588,379
Additions 25,048 438,245 211,837
Disposals - - -
Reclassification - 220,000 1,631,066
At 31 December 2023 37,175 5,055,804 5,431,282
DEPRECIATION
At 1 January 2023 5,770 136,766 349,073
Charge for year 7,609 503,857 511,996
Eliminated on disposal - - -
At 31 December 2023 13,379 640,623 861,069
NET BOOK VALUE
At 31 December 2023 23,796 4,415,181 4,570,213
At 31 December 2022 6,357 4,260,793 3,239,306

Assets
under Motor Computer
construction vehicles equipment Totals
£    £    £    £   
COST
At 1 January 2023 1,588,543 77,595 1,270,235 10,934,438
Additions 262,523 15,143 328,885 1,281,681
Disposals - - (771,728 ) (771,728 )
Reclassification (1,851,066 ) - - -
At 31 December 2023 - 92,738 827,392 11,444,391
DEPRECIATION
At 1 January 2023 - 28,579 670,327 1,190,515
Charge for year - 15,409 191,477 1,230,348
Eliminated on disposal - - (771,728 ) (771,728 )
At 31 December 2023 - 43,988 90,076 1,649,135
NET BOOK VALUE
At 31 December 2023 - 48,750 737,316 9,795,256
At 31 December 2022 1,588,543 49,016 599,908 9,743,923

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

12. FIXED ASSET INVESTMENTS

Group
Interest
in
associate
£   
COST
At 1 January 2023 2,181,153
Share of profit/(loss) 86,642
At 31 December 2023 2,267,795
NET BOOK VALUE
At 31 December 2023 2,267,795
At 31 December 2022 2,181,153

Interest in associate

Company Principal activity % Notes
Footsure Western Limited Sale of footwear and
accessories
35.7% Associate undertaking of Gardiner
Bros. and Company (Leathers) Ltd

Company
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 6,784
NET BOOK VALUE
At 31 December 2023 6,784
At 31 December 2022 6,784


Subsidiary undertakings - direct holding by Gardiner Bros. And Company Holdings Limited

Company Principal activity % Notes
Gardiner Bros. and Company
(Leathers) Limited
Sale of footwear and
accessories
100% Subsidiary undertaking

Subsidiary undertakings - indirect holding by Gardiner Bros. And Company Holdings Limited

Company Principal activity % Notes
Group Five (Shoes) Limited Dormant 100% Subsidiary undertaking of Gardiner
Bros. and Company (Leathers) Ltd
H Underwood and Sons
Limited
Dormant 100% Subsidiary undertaking of Gardiner
Bros. and Company (Leathers) Ltd

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

13. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 January 2023
and 31 December 2023 70,000
NET BOOK VALUE
At 31 December 2023 70,000
At 31 December 2022 70,000

Fair value at 31 December 2023 is represented by:
£   
Valuation in 2011 (43,450 )
Valuation in 2018 42,000
Valuation in 2019 (72,000 )
Cost 143,450
70,000

If the investment properties had not been revalued they would have been included at the following historical cost:

31.12.23 31.12.22
£    £   
Cost 143,450 143,450
Aggregate depreciation (46,350 ) (46,350 )

Investment properties were valued on an open market basis on 31 December 2023 by the directors .

14. STOCKS

Group
31.12.23 31.12.22
£    £   
Goods for resale 14,373,485 13,838,389

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
31.12.23 31.12.22
£    £   
Trade debtors 7,936,715 6,219,466
Other debtors 12,869 35
Due from associated companies 2,839,569 3,518,469
Directors' current accounts - 2,442
Corporation tax recoverable - 195,692
Prepayments and accrued income 774,461 973,850
11,563,614 10,909,954

Trade debtors of £7,936,715 (2022: £6,219,466) are subject to a debt factoring agreement. The debts remain the responsibility of the group.

At 31 December 2023 a balance of £3,032,996 (2022: £3,439,877) was advanced by the debt factoring company, and is included within bank loans and overdrafts.

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
31.12.23 31.12.22
£    £   
Bank loans and overdrafts (see note 18) 10,681,428 11,004,827
Trade creditors 87,329 166,875
UK corporation tax 1,349 -
Social security and other taxes 2,524,312 1,964,717
Other creditors 574,412 169,885
Due to related party 1,510 122,279
Directors' current accounts - 2,442
Accruals and deferred income 3,331,119 2,330,956
17,201,459 15,761,981

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
31.12.23 31.12.22
£    £   
Bank loans (see note 18) 2,700,000 3,900,000

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

18. LOANS

An analysis of the maturity of loans is given below:

Group
31.12.23 31.12.22
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 9,481,428 9,804,827
Bank loans 1,200,000 1,200,000
10,681,428 11,004,827
Amounts falling due between one and two years:
Bank loan 1-2 years 1,200,000 1,200,000
Amounts falling due between two and five years:
Bank loan 2- 5 years 1,500,000 2,700,000

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31.12.23 31.12.22
£    £   
Within one year 1,734,215 1,130,437
Between one and five years 6,670,316 4,770,056
In more than five years 3,312,634 4,481,799
11,717,165 10,382,292

20. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.12.23 31.12.22
£    £   
Bank overdraft 9,481,428 9,804,827
Bank loans 3,900,000 5,100,000
13,381,428 14,904,827

The bank borrowings are secured by fixed and floating charges on the assets of the company together with a composite guarantee with certain associated companies.

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

21. PROVISIONS FOR LIABILITIES

Group
31.12.23 31.12.22
£    £   
Deferred tax
Accelerated capital allowances 2,396,579 2,135,674
Tax losses carried forward (25,746 ) (358,869 )
2,370,833 1,776,805

Group
Deferred
tax
£   
Balance at 1 January 2023 1,776,805
Accelerated capital allowances 259,834
Tax losses carried forward 334,194
Balance at 31 December 2023 2,370,833

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: £    £   
400 Ordinary 0.25 100 100

23. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 15,310,812 6,684 15,317,496
Profit for the year 1,811,802 1,811,802
Dividends (400,000 ) (400,000 )
At 31 December 2023 16,722,614 6,684 16,729,298

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

23. RESERVES - continued

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 - 6,684 6,684
Profit for the year 400,000 400,000
Dividends (400,000 ) (400,000 )
At 31 December 2023 - 6,684 6,684


24. PENSION COMMITMENTS

The company is a member of the Gardiner Brothers Pension Fund which is a small self administered scheme. The contributions are based on the recommendations of the scheme investment advisers, the fund operating on a "money purchase" basis. Contributions payable for the year are charged in the profit and loss account.

The company also contributes on a defined contributions basis to the personal pensions of employees outside the self administered scheme.

25. CONTINGENT LIABILITIES

The company has given a composite cross guarantee in respect of loans and overdrafts for associated companies as follows:

31.12.23 31.12.22
£ £

Footsure Western Limited 9,578,310 8,621,915

Gardiner Bros. And Company Holdings
Limited (Registered number: 12421603)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023

26. RELATED PARTY DISCLOSURES

During the year there were transactions and balances due with related companies as follows:-

31.12.23 31.12.22
Name of company £ £

i) Associates

Footsure Western Limited Balance due from/(to) associate 2,683,279 3,518,109

Net transfers of footwear out 1,070,073 2,588,524
Management charges receivable (8,520,419 ) (7,768,023 )

ii) Related parties

Uniquemix Limited Balance due from/(to) related party 155,609 (120,769 )

Net transfer of footwear out 239,933 242,552

Gardiner Bros. and Company (Leathers) Limited and it's associate, Footsure Western Limited share warehouse facilities.

Each company retains it's own customer base and stock lines. Where an associate receives orders for lines stocked by another, these goods are transferred at cost

Central costs are incurred in running warehouse and distribution operations which are recharged by way of management charges.

The intercompany balance due between Gardiner Bros. Limited and Footsure Western Limited arises on the transfer of stock, management charges raised and accounting for foreign exchange gains or losses.

Uniquemix Limited, whose activities encompass the operation of retail shops is owned by J E Hooper Limited; a company with common control. All transactions are at an arms length basis on normal commercial terms.

27. ULTIMATE CONTROLLING PARTY

The group is not under control of any one director.