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Registered number: 05577238









Tibard Holdings Limited









Annual Report and Consolidated Financial Statements

For the year ended 31 January 2024

 
Tibard Holdings Limited
 
 
Company Information


Directors
J C Shonfeld 
S I Shonfeld 
I D Mitchell 
R C Shonfeld 
M D Shonfeld 
C D Shacklady 




Company secretary
S I Shonfeld



Registered number
05577238



Registered office
Tibard House
Broadway

Dukinfield

Cheshire

SK16 4UU




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG




Bankers
National Westminster Bank plc
Market Place

Hyde

Cheshire

SK14 2LY




Solicitors
Mills & Reeve LLP
8th & 9th Floor

1 New York Street

Manchester

M1 4AD





 
Tibard Holdings Limited
 

Contents



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10
Company balance sheet
 
11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14
Consolidated analysis of net debt
 
15
Notes to the financial statements
 
16 - 37


 
Tibard Holdings Limited
 
 
Group Strategic Report
For the year ended 31 January 2024

Introduction
 
The Directors present the Strategic Report for the year ended 31 January 2024.
Review of the Year
The Directors are pleased to report a robust set of figures on the back of what has been an incredibly difficult trading environment.
We have seen a marginal downturn in turnover to £12,960,306 
(2023: £13,263,269) and a more significant drop in EBITDA to £1,674,470 (2023: £1.8m). However inflationary pressures from rising raw materials, logistics and associated costs impacted margins. The SMT are continuing with plans to mitigate these costs with innovative solutions across our Supply Chain and customer price increases where applicable.
During the year, we engaged in dialogue with a National Laundry provider who ultimately agreed to the purchase of our Rental/Launder division. The transaction completed post year end.
We now embark on an exciting and transformative period where we will solely be involved in the design, manufacture and distribution of Uniforms within our core UK base together with an expanding International presence.
Services
We continue with Investment into our core systems and standardisation procedures. We will continue to implement improvements across all our platforms to secure processes that protect  the stakeholders of our business.
Resources
We continue to develop and review existing supply routes and have engaged with several potential key supply partners to ensure continuity of supply.

Future developments
 
We continue to develop our Strategic Framework and adapt this to the needs of the business to deliver on our Mission and ensure its relevance to our current and future trading and market conditions.
Principal Risks and Uncertainties
The Group reviews risk regularly and considers its principal risks to be consumer confidence born from high UK inflation, energy costs, world labour costs and the devaluation of sterling.

Financial key performance indicators
 
The key performance indicators of the company continue to be EBITDAE (reported above), turnover, gross profit and gross profit margin.                                
    
 Turnover  Gross Profit  Gross Profit Margin
2024      £12,960,306             £3,228,343             24.9%
2023      £13,263,269  £3,579,895  27.0%
2022      £10,715,099  £2,720,013  25.4%

Page 1

 
Tibard Holdings Limited
 

Group Strategic Report (continued)
For the year ended 31 January 2024


This report was approved by the board and signed on its behalf.



I D Mitchell
Director

Date: 28 October 2024

Page 2

 
Tibard Holdings Limited
 
 
 
Directors' Report
For the year ended 31 January 2024

The directors present their report and the financial statements for the year ended 31 January 2024.

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £341,836 (2023 - £538,390).

Particulars of dividends paid are detailed in note 11 to the accounts.
The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

J C Shonfeld 
S I Shonfeld 
I D Mitchell 
R C Shonfeld 
M D Shonfeld 
C D Shacklady 

Page 3

 
Tibard Holdings Limited
 
 
 
Directors' Report (continued)
For the year ended 31 January 2024

Environmental matters

The group recognises the importance of environmental responsibilities, monitors its impact on the environment and designs and implements policies to reduce any damage that might be caused by the activities of the group. The group operates in accordance with policies which are designed to minimise the group's impact on the environment, including safe disposal of manufacturing waste, recycling and reducing energy consumption.

Financial instruments

The group endeavours whenever possible to make sales in UK currency. EU sales are increasingly conducted in Euro and during the year, the group entered into a foreign currency forward contract to mitigate the risks arising from currency exposure.

Matters covered in the strategic report

The Strategic Report contains details of the likely future developments within the group.

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

With effect from 1 July 2024, the group’s rental contracts business was transferred to Johnson Service Group PLC. This transaction will be reflected in the group's accounts for the year to 31 January 2025.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 



I D Mitchell
Director

Date: 28 October 2024

Page 4

 
Tibard Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Tibard Holdings Limited
 

Opinion


We have audited the financial statements of Tibard Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2024, which comprise the consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 January 2024 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 United Kingdom, including the Financial Reporting Council'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 or 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 other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 5

 
Tibard Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Tibard Holdings Limited (continued)


Opinion 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the directors' report 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 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.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 3, 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 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.


Page 6

 
Tibard Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Tibard Holdings Limited (continued)


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 an auditors' 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 Group financial statements.


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

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

The nature of the industry and sector in which the company operates; the control environment and  businessperformance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. 
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud.
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, Anti-bribery and Corruption and Coronavirus Job Retention Scheme.
 
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect regularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
Reading minutes of meetings of those charges with governance.
Page 7

 
Tibard Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Tibard Holdings Limited (continued)


Audit response to risks identified
We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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 auditors' 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 2006Our 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 auditors' 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.



Anthony Woodings (senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

28 October 2024
Page 8

 
Tibard Holdings Limited
 
 
Consolidated Statement of Comprehensive Income
For the year ended 31 January 2024

2024
2023
Note
£
£

  

Turnover
 4 
12,960,306
13,263,269

Cost of sales
  
(9,731,963)
(9,683,374)

Gross profit
  
3,228,343
3,579,895

Administrative expenses
  
(2,600,773)
(2,743,595)

Operating profit
 5 
627,570
836,300

Interest payable and similar expenses
 9 
(81,556)
(50,104)

Profit before taxation
  
546,014
786,196

Tax on profit
 10 
(204,178)
(247,806)

Profit for the financial year
  
341,836
538,390

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 16 to 37 form part of these financial statements.

Page 9

 
Tibard Holdings Limited
Registered number: 05577238

Consolidated Balance Sheet
As at 31 January 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
918,641
1,104,695

Tangible assets
 13 
2,370,970
2,401,329

  
3,289,611
3,506,024

Current assets
  

Stocks
 15 
1,303,865
1,433,150

Debtors: amounts falling due within one year
 16 
2,183,923
2,815,098

Cash at bank and in hand
 17 
573,984
670,244

  
4,061,772
4,918,492

Creditors: amounts falling due within one year
 18 
(3,549,391)
(5,262,134)

Net current assets/(liabilities)
  
 
 
512,381
 
 
(343,642)

Total assets less current liabilities
  
3,801,992
3,162,382

Creditors: amounts falling due after more than one year
 19 
(773,126)
(258,333)

Provisions for liabilities
  

Deferred taxation
 21 
(228,566)
(222,168)

Net assets
  
2,800,300
2,681,881


Capital and reserves
  

Called up share capital 
 22 
101
101

Share premium account
 23 
2,420,594
2,420,594

Other reserves
 23 
199,194
199,194

Profit and loss account
 23 
180,411
61,992

  
2,800,300
2,681,881


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


I D Mitchell
Director

Date: 28 October 2024

The notes on pages 16 to 37 form part of these financial statements.

Page 10

 
Tibard Holdings Limited
Registered number: 05577238

Company Balance Sheet
As at 31 January 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
5,699,194
5,699,194

Current assets
  

Debtors: amounts falling due within one year
 16 
100
100

Total assets less current liabilities
  
 
 
5,699,294
 
 
5,699,294

  

Creditors: amounts falling due after more than one year
 19 
(2,369,669)
(2,450,069)

  

Net assets
  
3,329,625
3,249,225


Capital and reserves
  

Called up share capital 
 22 
101
101

Share premium account
 23 
2,420,594
2,420,594

Other reserves
 23 
199,194
199,194

Profit and loss account brought forward
  
629,336
552,318

Profit for the year
  
303,817
291,296

Other changes in the profit and loss account

  

(223,417)
(214,278)

Profit and loss account carried forward
  
709,736
629,336

  
3,329,625
3,249,225


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


I D Mitchell
Director

Date: 28 October 2024

The notes on pages 16 to 37 form part of these financial statements.

Page 11

 
Tibard Holdings Limited
 

Consolidated Statement of Changes in Equity
For the year ended 31 January 2024


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 February 2023
101
2,420,594
199,194
61,992
2,681,881


Comprehensive income for the year

Profit for the year
-
-
-
341,836
341,836
Total comprehensive income for the year
-
-
-
341,836
341,836

Dividends: Equity capital
-
-
-
(223,417)
(223,417)


Total transactions with owners
-
-
-
(223,417)
(223,417)


At 31 January 2024
101
2,420,594
199,194
180,411
2,800,300


The notes on pages 16 to 37 form part of these financial statements.


Consolidated Statement of Changes in Equity
For the year ended 31 January 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 February 2022
101
2,420,594
199,194
(262,120)
2,357,769


Comprehensive income for the year

Profit for the year
-
-
-
538,390
538,390
Total comprehensive income for the year
-
-
-
538,390
538,390

Dividends: Equity capital
-
-
-
(214,278)
(214,278)


Total transactions with owners
-
-
-
(214,278)
(214,278)


At 31 January 2023
101
2,420,594
199,194
61,992
2,681,881


The notes on pages 16 to 37 form part of these financial statements.

Page 12

 
Tibard Holdings Limited
 

Company Statement of Changes in Equity
For the year ended 31 January 2024


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 February 2023
101
2,420,594
199,194
629,336
3,249,225


Comprehensive income for the year

Profit for the year
-
-
-
303,817
303,817
Total comprehensive income for the year
-
-
-
303,817
303,817

Dividends: Equity capital
-
-
-
(223,417)
(223,417)


Total transactions with owners
-
-
-
(223,417)
(223,417)


At 31 January 2024
101
2,420,594
199,194
709,736
3,329,625


The notes on pages 16 to 37 form part of these financial statements.


Company Statement of Changes in Equity
For the year ended 31 January 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 February 2022
101
2,420,594
199,194
552,318
3,172,207


Comprehensive income for the year

Profit for the year
-
-
-
291,296
291,296
Total comprehensive income for the year
-
-
-
291,296
291,296

Dividends: Equity capital
-
-
-
(214,278)
(214,278)


Total transactions with owners
-
-
-
(214,278)
(214,278)


At 31 January 2023
101
2,420,594
199,194
629,336
3,249,225


The notes on pages 16 to 37 form part of these financial statements.

Page 13

 
Tibard Holdings Limited
 

Consolidated Statement of Cash Flows
For the year ended 31 January 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
341,836
538,390

Adjustments for:

Amortisation of intangible assets
186,054
186,054

Depreciation of tangible assets
860,846
780,818

Profit on disposal of tangible assets
(2,061)
-

Interest paid
81,556
50,104

Taxation charge
204,178
247,806

Decrease/(increase) in stocks
129,285
(572,194)

Decrease in debtors
631,175
188,329

Increase in creditors
73,385
171,148

Corporation tax (paid)
(296,419)
(124,473)

Net cash generated from operating activities

2,209,835
1,465,982


Cash flows from investing activities

Purchase of tangible fixed assets
(832,676)
(700,687)

Sale of tangible fixed assets
4,250
-

HP interest paid
(1,937)
(4,214)

Net cash from investing activities

(830,363)
(704,901)

Cash flows from financing activities

New secured loans
650,000
-

Repayment of loans
(767,403)
(373,005)

Other new loans
-
37,752

Repayment of other loans
(1,038,565)
-

Repayment of/new finance leases
(16,951)
(28,244)

Dividends paid
(223,417)
(214,278)

Interest paid
(79,619)
(45,890)

Net cash used in financing activities
(1,475,955)
(623,665)

Net (decrease)/increase in cash and cash equivalents
(96,483)
137,416

Cash and cash equivalents at beginning of year
667,548
530,132

Cash and cash equivalents at the end of year
571,065
667,548


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
573,984
670,244

Bank overdrafts
(2,919)
(2,696)

571,065
667,548


Page 14

 
Tibard Holdings Limited
 

Consolidated Analysis of Net Debt
For the year ended 31 January 2024




At 1 February 2023
Cash flows
At 31 January 2024
£

£

£

Cash at bank and in hand

670,244

(96,260)

573,984

Bank overdrafts

(2,696)

(223)

(2,919)

Debt due after 1 year

(258,333)

(514,793)

(773,126)

Debt due within 1 year

(2,080,427)

1,670,761

(409,666)

Finance leases

(16,951)

16,951

-


(1,688,163)
1,076,436
(611,727)

The notes on pages 16 to 37 form part of these financial statements.

Page 15

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

1.


General information

Tibard Holdings Limited is a private company limited by shares and incorporated in England.  The registered office and principal place of business is Tibard House, Broadway, Dukinfield, Cheshire, SK16 4UU. The nature of the company's operations and its principal activity is that of a holding company. The company's registered number is 05577238.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

Parent Company, disclosure exemptions
In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
•  No Statement of Cash Flows has been presented for the parent Company,;

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 16

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods (Direct sales)

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

These conditions are usually satisfied as the point that the customer has signed for the delivery of goods.
Rental contracts
Revenue from a contract to provide services is recognised in the period in which the services are provided. The services predominantly include the rental of garments.

 
2.5

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 17

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

2.Accounting policies (continued)

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 18

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line or reducing balance method as indicated below.

Depreciation is provided on the following basis:

Freehold property
-
4.5% straight line
Leasehold property
-
4.5% straight line
Plant and machinery
-
20% reducing balance
Fixtures and fittings
-
15-33% reducing balance
Hire garments
-
50% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 19

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 20

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

2.Accounting policies (continued)

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, 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 receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Page 21

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. 
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilities within the next financial year.

Page 22

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Sale of goods
8,200,389
8,847,070

Rental of uniforms and provision of laundry services
4,759,917
4,416,199

12,960,306
13,263,269


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
12,904,088
13,187,351

Rest of the world
56,218
75,918

12,960,306
13,263,269



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
860,846
780,818

Amortisation of intangible assets, including goodwill
186,054
186,054

Exchange differences
13,596
49,311

Operating lease rentals - land and buildings
90,000
89,667

Operating lease rentals - other
51,110
39,443

Cost of defined contribution scheme
157,423
139,931

Page 23

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
23,700
21,900

2024
2023
£
£

Fees payable to the Group's auditor and its associates in respect of:


Other services relating to taxation
-
2,410

All other services
58,985
3,670


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
2,510,491
2,625,392
-
-

Social security costs
257,350
264,103
-
-

Cost of defined contribution scheme
157,423
139,931
-
-

2,925,264
3,029,426
-
-


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Production
65
67
-
-



Administrative
27
27
-
-



Directors
6
6
6
6

98
100
6
6

Page 24

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
419,982
501,299

Group contributions to defined contribution pension schemes
52,400
53,000

472,382
554,299


Key management remuneration totalled £472,382 (2023: £554,299).
During the year retirement benefits were accruing to 4 directors
 (2023 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £143,595 (2023 - £162,331).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £35,797 (2023 - £12,000).


9.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
71,030
45,163

Other loan interest payable
-
703

Finance leases and hire purchase contracts
1,937
4,214

Other interest payable
8,589
24

81,556
50,104

Page 25

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
197,780
198,419


Total current tax
197,780
198,419

Deferred tax


Origination and reversal of timing differences
6,398
49,387

Total deferred tax
6,398
49,387


Taxation on profit on ordinary activities
204,178
247,806

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 24% (2023 -19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
546,014
786,196


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 24% (2023 - 19%)
131,043
149,377

Effects of:


Non-tax deductible amortisation of goodwill and impairment
55,988
55,988

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
7,312
1,799

Ineligible depreciation
21,205
16,427

Change in deferred tax rate
-
52,060

Other differences leading to an increase (decrease) in the tax charge
(11,370)
(27,845)

Total tax charge for the year
204,178
247,806


Factors that may affect future tax charges

There were no factors that may affect tax charges

Page 26

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

11.


Dividends

2024
2023
£
£


Dividends paid on equity capital
223,417
214,278


12.


Intangible assets

Group





Goodwill

£



Cost


At 1 February 2023
4,651,350



At 31 January 2024

4,651,350



Amortisation


At 1 February 2023
3,546,655


Charge for the year on owned assets
186,054



At 31 January 2024

3,732,709



Net book value



At 31 January 2024
918,641



At 31 January 2023
1,104,695

Amortisation of intangible assets is included in administrative expenses. Consolidated goodwill has a carrying value of £918,641 and a remaining amortisation period of 5 years.
No impairment losses on intangible assets have been recognised in the statement of comprehensive income during the period.



Page 27

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

13.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Plant and machinery
Fixtures and fittings
Hire garments
Total

£
£
£
£
£
£



Cost or valuation


At 1 February 2023
1,824,203
178,715
559,212
409,240
1,318,814
4,290,184


Additions
-
45,822
21,189
15,644
750,021
832,676


Disposals
-
-
(144,118)
-
(633,207)
(777,325)



At 31 January 2024

1,824,203
224,537
436,283
424,884
1,435,628
4,345,535



Depreciation


At 1 February 2023
389,980
139,947
431,484
321,947
605,497
1,888,855


Charge for the year
82,089
9,167
27,474
29,399
712,717
860,846


Disposals
-
-
(141,929)
-
(633,207)
(775,136)



At 31 January 2024

472,069
149,114
317,029
351,346
685,007
1,974,565



Net book value



At 31 January 2024
1,352,134
75,423
119,254
73,538
750,621
2,370,970



At 31 January 2023
1,434,223
38,768
127,728
87,293
713,317
2,401,329

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
-
42,797

Page 28

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 February 2023
5,699,194



At 31 January 2024
5,699,194





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Tibard Limited
Tibard House, Broadway, Dukinfield, Cheshire, SK16 4UU.
Ordinary
100%

Tibard Limited's principal activity is the manufacture, direct sale and rental of chef's uniform and workwear.


15.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
94,117
70,344

Work in progress (goods to be sold)
62,986
45,997

Finished goods and goods for resale
1,146,762
1,316,809

1,303,865
1,433,150


The carrying value of stocks are stated net of impairment losses totalling £45,439 (2023 - £56,969). Impairment losses totalling  £45,439 (2023 - £56,969) were recognised in profit and loss.

Page 29

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

16.


Debtors



Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
2,083,282
2,722,190
-
-

Called up share capital not paid
100
100
100
100

Prepayments and accrued income
100,541
92,808
-
-

2,183,923
2,815,098
100
100



17.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
573,984
670,244

Less: bank overdrafts
(2,919)
(2,696)

571,065
667,548


Page 30

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

18.


Creditors: Amounts falling due within one year

Group
Group
2024
2023
£
£

Bank overdrafts
2,919
2,696

Bank loans
124,396
756,592

Other loans
285,270
1,323,835

Trade creditors
1,755,515
1,696,061

Corporation tax
99,780
198,419

Other taxation and social security
215,362
280,301

Obligations under finance lease and hire purchase contracts
-
16,951

Other creditors
26,697
27,760

Accruals and deferred income
1,039,452
959,519

3,549,391
5,262,134


The bank overdraft is secured by an unscheduled mortgage debenture dated 30 September 2005 with National Westminster Bank Plc.
Bank loans are secured by way of a legal charge over Tibard Limited's property at Units 36 & 37, Globe Lane Industrial Estate, Broadway, Dukinfield, SK16 4UU, and  a fixed charge over other assets of Tibard Limited.
Other loans are unsecured.


19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
773,126
258,333
-
-

Amounts owed to group undertakings
-
-
2,369,669
2,450,069

773,126
258,333
2,369,669
2,450,069


Bank loans are secured by way of a legal charge over Tibard Limited's property at Units 36 & 37, Globe Lane Industrial Estate, Broadway, Dukinfield, SK16 4UU, and  a fixed charge over other assets of Tibard Limited.

Page 31

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
124,396
756,592

Other loans
285,270
1,323,835


409,666
2,080,427

Amounts falling due 1-2 years

Bank loans
127,130
100,000

Amounts falling due 2-5 years

Bank loans
152,643
158,333

Amounts falling due after more than 5 years

Bank loans
493,353
-

1,182,792
2,338,760


The Group had the following loans outstanding at 31 January 2024
1) A bank loan with £639,189 outstanding, repayable by monthly instalments and a final instalment of an amount sufficient to repay the remaining loan and interest in August 2038. The interest rate on the loan is 2.3% per annum above Base Rate. 
2) A bank loan with £258,333 outstanding, which is repayable over the period to August 2026. The interest rate on this loan is 2.96% over the base rate.
3) Other loans comprise loans from related parties totalling £285,270 (
2023: £1,323,835) which are unsecured, interest-free and repayable on demand.

Page 32

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

21.


Deferred taxation


Group



2024


£






At beginning of year
(222,168)


Charged to profit or loss
(6,398)



At end of year
(228,566)







The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
(231,511)
(225,411)

Other timing differences
2,945
3,243

(228,566)
(222,168)


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



55 (2023 - 55) Ordinary A shares of £0.01 each
1
1
5,000 (2023 - 5,000) Ordinary B shares of £0.01 each
50
50
5,000 (2023 - 5,000) Ordinary C shares of £0.01 each
50
50
1 (2023 - 1) Deferred share of £0.01
-
-

101

101

Page 33

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

22.Share capital (continued)

The A Ordinary shares shall be subject to the options granted to certain of the Group's employees from time to time and rank pari passu in all respects.
The A Ordinary shares, B Ordinary shares, C Ordinary shares and Deferred share entitle the holders thereof to the following rights:
(a) Dividends - the Company shall apply any profits to the holders of the A Ordinary shares, B Ordinary shares and/or C Ordinary shares as the directors resolve (at their discretion, on just one of these class of shares to the exclusion of the other classes, or in respect of all of these classes of shares) and the holder of the Deferred share is not be entitled to share in any profits of the Company.
(b) Capital - the holders of the A Ordinary shares, B Ordinary shares and C Ordinary shares shall be entitled to share in any capital return (be it on a share slae, asset sale, return of assets on liquidation, reduction of capital or otherwise) pro rata to the number of shares held by each of them in the capital of the Company. The holder of the Deferred share shall not be entitled to share in the same.
(c) Voting in general meetings - the holders of the A Ordinary shares, B Ordinary shares, C Ordinary shares and the Deferred share shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company in accordance with Article 9 of the Written Resolutions of the Company. Subject to any rights or restrictions attached to any shares and to any other provisions of these articles, on a show of hands every member present in person or by proxy shall have one vote, unless the proxy is himself a member entitled to vote and on a poll every member present in person or by proxy shall have one vote for every share for which he is the holder.
Several actions may be taken only with prior written consent of the holder of the Deferred share. These actions are listed as part of Article 15 of the Written Resolutions which were passed in July 2017.



23.


Reserves

Share premium account
Share premium account includes any premiums received on issue of share capital.  Any transaction costs associated with the issuing of shares are deducted from share premium.
Other reserve
The other reserve comprises the share-based payments reserve.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses, net of dividends.

Page 34

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

24.


Share-based payments

In August 2017, Tibard Holdings Limited introduced a Share Option Plan for key management personnel of Tibard Limited. Share options were granted in August 2017 (noted (1) below) and April 2020 (noted (2) below), and EMI share options in respect of 673 Ordinary A shares (noted (3) below) were granted during the prior period, in April 2022.
The share options vested immediately on grant and may be exercised at any time prior to a sale, asset sale or listing. The options will lapse in various circumstances, with the latest date being the tenth anniversary of the option agreement. 
The fair value of the options granted in April 2022 was assessed by management using the Black-Scholes option pricing model to be immaterial and no equity-settled share-based payment expense was accounted for during the year ended 31 January 2024. 
None of the options had been exercised at 31 January 2024.
The number and weighted average exercise prices of share options are as follows:

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

40.11

3,402

36.02
 
2,729
 
Granted during the year


-

56.7
 
673
 
Outstanding at the end of the year
40.11

3,402

40.11
 
3,402
 


Option pricing model used


Black-Scholes

Weighted average share price (pence)


116.38 (1), 151.85 (2) and 226.78 (3)

Exercise price (pence)


34.91 (1), 45.55 (2) and 56.7 (3)

Expected volatility


25%

Expected dividend growth rate


Nil

Risk-free interest rate


2%



Page 35

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

25.


Contingent liabilities

The company is party to a cross guarantee dated 15 February 2012 with related companies, Tibard Holdings Limited and Oliver Harvey Limited, in relation to all legal mortgages, life policies and mortgage debentures. At the year end the amount outstanding under this guarantee was £nil (2023: £nil). 
A guarantee exists in favour of a supplier for £115,000 (
2023: £115,000).


26.


Pension commitments

The group operates a defined contribution pension scheme.  The assets of the scheme are held separately from those of the group in an independently administered fund.  The pension cost charge represents contributions payable by the group to the fund and amounted to £157,423 (2023: £139,931).  Contributions totalling £11,781 (2023: £12,971) were payable to the fund at the balance sheet date. 


27.


Commitments under operating leases

At 31 January 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Buildings

Not later than 1 year
90,000
90,000

Later than 1 year and not later than 5 years
360,000
360,000

Later than 5 years
60,000
150,000

510,000
600,000
Group
Group
2024
2023
£
£

Other

Not later than 1 year
53,055
20,266

Later than 1 year and not later than 5 years
72,572
33,013

125,627
53,279

Page 36

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2024

28.


Related party transactions

The directors have chosen not to disclose transactions entered into with other companies wholly owned within the group as permitted under FRS 102 paragraph 33.1A.
The group made sales to a company with common directors totalling £1,322,413 (
2023: £1,893,089). The group also raised management charges and recharged costs to this company totalling £117,000 (2023: £117,000). Amounts due from this company at the balance sheet date totalled £254,731 (2023: £484,806).
The group made purchases from a company with common directors totalling £276,325 (
2023: £333,581). Amounts due to this company at the balance sheet date totalled £38,986 (2023: £57,105).  Loans totalling £285,270 are also due from group companies with common directors at 31 January 2024 (2023: £1,323,835).
The group paid rent to the company's retirement benefits scheme totalling £90,000 (
2023: £89,667) and no amounts were outstanding at the balance sheet date (2023: £nil).


2024
2023
£
£

Loan note held by directors - interest incurred in year
-
703


29.


Post balance sheet events

With effect from 1 July 2024, the group’s rental contracts business was transferred to Johnson Service Group PLC. This transaction will be reflected in the group's accounts for the year to 31 January 2025.


30.


Controlling party

In the opinion of the directors the ultimate controlling party is J C Shonfeld.

Page 37