The directors present the strategic report and financial statements for the year to 31 March 2024.
The directors are pleased to report that, for the full year, business performance has been strong across the Group.
The summer of 2023 was quiet in all sectors but demand picked up in quarter four and both the PouchTech and ProTech sectors delivered record turnover and profitability.
The directors are proud of the Group’s ability to develop and deliver solutions to complex problems faced by our customers and provide premium customer service, whilst continuing to invest in the development of new assets, customers and markets.
The Group is committed to investing in the development of new, innovative products, through R & D and employing people with a high level of technical skills to deliver its products. During the year £1.0 million (2023: £0.8 million) has been invested in R & D activities, being 2.7% (2023: 2.2%) of turnover. This investment has been important in supporting our customers' needs and has led to 42% (2023: 38%, 2022: 23%) of turnover being from products that have been developed and introduced in the previous four years.
During the year the relocation of part of Lantor (UK) Limited was completed and successfully integrated with the BFF Nonwovens Limited site in Bridgwater. This is a strategic move to streamline the business and significantly reduce the indirect cost base of the business to improve profitability and enable the Group to deliver an enhanced customer experience for our customers.
The results set out in the profit and loss account show that the turnover for the year ended 31 March 2024 was £36.4 million (2023: £36.5 million), being flat for the year despite the quiet summer period. Since the year end demand has continued to grow and the directors are confident of strong growth in the year to 31 March 2025.
Earnings before exceptional costs, interest, tax, depreciation, and amortisation (EBITDA) was £7.8 million (2023: £7.4 million), a growth of 6% on prior year.
Credit risk
Credit risk in the Group arises from the granting of payment terms to customers. Where feasible customers are credit vetted using third party credit agencies or through analysis of customer provided financial information.
Economy
The Brexit and Covid plans were well executed in prior years and has not resulted in any material impact on the business. The Group continues to monitor for any further impacts and has robust systems in place to deal with them.
Our employees have continued to show passion and commitment throughout a difficult and stressful time. We are confident that our talented employees will propel us forward in our journey.
Sustainability
Our commitment to Sustainability has been a cornerstone of our operations, setting us apart from our peers. Since the inception of our sustainability initiatives, we have been purpose-driven and have consistently aimed to exceed industry standards and promote sustainable harm reduction. This also enables us to punch above our weight, demonstrating that doing good is indeed the pathway to doing well.
We remain committed to achieving Net Zero in Scope 1 and 2 GHG emissions by 2035, while we continue to reduce Scope 3 emissions despite increasingly stringent sustainability reporting norms. We ensure that 100% of our electricity is green, and our phased introduction of green gas is self-funded.
We are honoured to have won the International Green Apple Environment Awards 2024 for Driving Sustainable Waste Management in the Manufacture of Specialist Fabrics. We contribute to the common good through industry associations like EDANA and promote the Circular Economy, ensuring that we remain a beacon of sustainability and responsible business practices worldwide.
Foreign exchange risk
The Group is predominantly exposed to currency risk on sales and purchases made in several currencies, with the US Dollar being the predominant currency impacting the results. The company operates natural hedging and hedging facilities to minimise risk and exposure.
Competition
The Group can maintain competitive advantage by continual investment in the business.
Financial Key Performance Indicators
Given the nature of the business the Group’s directors believe key performance indicators are important. The Group uses a number of key performance indicators to monitor and improve the development, performance and position of the business.
Principal Risk and Uncertainties
The strength of the business combined with the resilience of our teams have enabled us to deliver a strong performance during challenging times.
The business has robust systems in place and continues to be flexible by working closely with internal and external stakeholders to ensure that the business can react to any changes.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2024.
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £406,064 (2023: £2,707,866). The directors do not recommend the payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In accordance with the company's articles, a resolution proposing that Pierce C A Limited be reappointed as auditor of the group will be put at a General Meeting.
We have audited the financial statements of Nonwovenn Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In identifying and assessing risks of material misstatements in respect of irregularities (including fraud) we considered the following:
The nature of the industry, the company’s and the group's control environment, the significant laws and regulations relevant to the company and the group, and the company’s and the group's policies on detection of fraud;
Results of our enquiries of management, those charged with governance, and of staff in compliance roles;
Our review of disclosures included in the financial statements; and
Engagement team discussions in respect of any potential indicators of non-compliance or fraud.
We have also performed specific procedures to consider the risk of management override and of fraud arising in significant transactions outside the normal course of business.
We did not identify a material risk of non-compliance with laws and regulations or of fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £832,562 (2023 - £4,868,235 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Nonwovenn Limited ("the company") is a private limited company domiciled and incorporated in England and Wales. The registered office is Bath Road, Bridgwater, Somerset, TA6 4NZ.
The group consists of Nonwovenn Ltd and all of its subsidiaries.
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. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Nonwovenn Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.
The group has a revolving credit facility available to finance trading operations and ongoing capital investment. The directors are not aware of any reasons why this facility will not be maintained.
As a result the directors have continued to adopt the going concern basis in preparing the financial statements.
Turnover represents amounts receivable for goods and services net of VAT and trade discounts.
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.
Research expenditure is written-off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Fixed asset investments are stated at cost less provision for diminution in value.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, 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.
During a previous period the group issued unsecured fixed rate loan notes of £1,000,000. The loan note instrument provides for the payment of a redemption premium of £4,000,000. The payment of this premium is unconditional.
The redemption premium extant in the above loan note instrument is being accrued and recognised equally over a period of eight years within the term of the loan note instrument in the financial statements. The instrument was created on 15 April 2016 and will cease on 30 September 2024.
The above treatment is a departure from the provisions of Section 11 of FRS 102, which requires the redemption premium to be treated as a transaction cost in full and to be recognised as part of the overall transaction price on initial recognition. The departure from FRS 102 is considered to be necessary to show a true and fair view as the redemption premium is not considered to represent an incremental cost of the loan note instrument, but is considered to represent a long term obligation to receive a share of the group's current and future earned profits.
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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax 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.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted.The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Research and development
Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
An analysis of the group's turnover is as follows:
During a previous year the decision was taken to close the group's manufacturing facility at Rumsworth Mill, Bolton and to transfer the production from that site to the group's sites in Bridgwater and at Sunnyside Mill, Bolton.
The exceptional costs relate to the provision made for the above restructuring, move costs and dilapidation expenses (see Note 23) and to the associated legal and other costs incurred in the current and previous year.
The total costs disclosed above have been charged in arriving at the operating profit for the current year and the previous year.
The costs for operating lease charges are not included in the total for depreciation, amortisation and non-underlying items included separately on the face of the profit and loss account.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Investment income includes the following:
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:
Negative goodwill relates to the purchase in a previous period of the entire issued share capital of BFF Nonwovens Limited and represents the excess of the fair value of the assets acquired over the consideration price. The full amount of the negative goodwill was written back to profit in that period.
In accordance with Section 27 - FRS 102 - 'Impairment of assets', the carrying value of the company's investment in Sterling Materials Limited has been compared to its recoverable amount, represented by its value in use to the company. This has resulted in a total impairment loss of £1,210,000 being recognised in a previous year. This total impairment loss is equivalent to the total cost of the investment acquired by the company less the value of the net assets recoverable from the subsidiary. Sterling Materials Limited ceased to trade on 31 March 2017. Its tangible fixed assets, stock and trade were transferred to other companies in the group on the same date. The company is in the process of being liquidated.
In accordance with Section 27 - FRS 102 - 'Impairment of assets', the carrying value of the company's investment in Square Foot Concepts Limited has been compared to its recoverable amount, represented by its value in use to the company. This has resulted in a total impairment loss of £1,000,000 being recognised in the current year. This total impairment loss is equivalent to the total cost of the investment acquired by the company less the value of the net assets recoverable from the subsidiary
Details of the company's subsidiaries at 31 March 2024 are as follows:
The individual accounts for Square Foot Concepts Limited, company number 05678456, have not been subject to audit. The company is entitled to the exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies.
Nonwovenn Ltd has guaranteed all the outstanding liabilities to which Square Foot Concepts Limited is subject to, at 31 March 2024, until all such liabilities are paid in full. The amount of these liabilities at the balance sheet date was £23,956.
Other loans of £125,000 relate to unsecured fixed rate loan notes.
The loan notes are payable in full in a period in excess of five years and include a redemption premium of £4,000,000 which is payable on the same dates as the loan notes. Repayment of the loan notes and the redemption premium commenced on 31 March 2021 and will end on 30 September 2024. Payments are in equal instalments at six monthly intervals throughout this period (see note 1.11).
On 14 March 2022 the group agreed to make an early redemption payment, relating to the loan notes and the redemption premium, of £625,000 on 31 March 2022 in addition to the scheduled redemption payment due on the same date.
Interest of 10% per annum was charged in respect of the loan notes and the redemption premium in the year.
The above provision relates to the termination costs estimated to be incurred following the decision taken in a previous year to close one of the group's manufacturing facilities in Bolton. The costs provided for relate to the estimated dilapidation expenses arising from vacating the leased property and the estimated costs of terminating the employment of the majority of the employees at that site.
The remaining provision is expected to be released over the next six to twelve months.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is relates to accelerated capital allowances which are expected to reverse within five years and unrelieved pension contributions and provisions that are expected to mature or reverse within the same period.
The deferred tax asset set out above is expected to reverse within the next two to five years and relates to the utilisation of tax losses against the expected future profits of a subsidiary company in the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
During previous years the company granted options to a director and certain employees, under the EMI option scheme, to acquire up to 1,800 'D' Ordinary shares of 0.1p each and 3,600 'E' Ordinary shares of 0.1p each, in Nonwovenn Ltd, for an exercise price of £33.33 per 'D' Ordinary share and £27.78 per 'E' Ordinary share. In the current year, an option granted in a previous year for 1,800 'E' Ordinary shares of 0.1p each, was forfeited in full.
An option can only be exercised to the extent that it has been vested. The Board of Directors has the absolute discretion to determine that a vesting schedule can apply to an option and that the vesting of an option be subject to the satisfaction of a performance condition or conditions. If an option is not exercised in a ten year period commencing from the date of the grant of the option, it will lapse.
Both the 'D' Ordinary shares and the 'E' Ordinary shares are non-voting and have no entitlement to dividends.
The 'D' Ordinary shares have the right to a share of the exit proceeds in excess of £60 million from a future sale of the company.
The 'E' Ordinary shares have the right to a share of the exit proceeds in excess of £80 million from a future sale of the company.
The assessed fair value of the options granted in the year to 31 March 2024 is £160,000 (2023: £210,000).
The holders of the Z 0.1p ordinary shares are not entitled to receive a dividend or attend and vote at a general meeting of the company and have restricted rights to a return of capital and surplus assets on a disposal or liquidation of the company.
On 21 November 2018 the group entered into an agreement to grant an option for the subscription of 6,250 C ordinary shares of 0.1p each in the capital of the group.
The consideration for the option was £699,250. No further consideration is payable on the exercise of the option.
The option shall be exercised on a change of control in the group's ownership. If, before the option can be exercised, an order is made or an effective resolution is passed for the winding up of the company then to the extent that the option has not been exercised, the holder may exercise the option and be entitled to receive out of the assets available to the group's shareholders, the amount to which it would have been entitled to.
The amount of the consideration paid for the option has been recognised as a non-distributable reserve at the balance sheet date.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 21 December 2021 the group signed a lease for a term of twenty years for the premises at BFF Business Park, Bath Road, Bridgwater, Somerset. The total annual rent for the property is £870,000 per annum.
Amounts contracted for but not provided in the financial statements:
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The following amounts were outstanding at the reporting end date:
During a previous year a loan of £50,000 was advanced to the company by a director. A loan amount of £50,000 remains outstanding at 31 March 2024 and is not interest bearing.