REGISTERED NUMBER: 03403651 (England and Wales) |
TBSGG LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
REGISTERED NUMBER: 03403651 (England and Wales) |
TBSGG LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 3 |
Report of the Independent Auditors | 5 |
Consolidated Income Statement | 8 |
Consolidated Other 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 Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 18 |
TBSGG LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 JANUARY 2024 |
DIRECTOR: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditor |
15-17 Church Street |
Stourbridge |
West Midlands |
DY8 1LU |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 JANUARY 2024 |
The director presents his strategic report of the company and the group for the year ended 31 January 2024. |
FAIR REVIEW OF BUSINESS |
The holding company TBSGG Limited principally provides management services and this activity has continued throughout the year. |
The principal activity of the subsidiary company, Cubralco Limited, is that of a wholesaler of copper tubes and other associated products to UK plumbers and builders merchants. |
The directors report that activities have remained consistent to the previous year and research into new products and markets continues as part of the long term diversification strategy. |
PRINCIPAL RISKS AND UNCERTAINTIES |
Close relationships with our suppliers enables the satisfactory management of currency and metal contracts in order to minimise risk. |
Overheads and stock levels will be managed in line with service needs of customers. |
The group manages credit risks by applying monitored credit limits and control procedures identifying and addressing any credit issues arising in a timely manner. |
DEVELOPMENT AND PERFORMANCE |
Trading conditions in the early months of the current year appear to be favourable but due to the numerous geo-political and macro-economic uncertainties that lie ahead a continuous review of strategy has been implemented to meet unforeseen challenges going forward to January 2024 and beyond. |
KEY PERFORMANCE INDICATORS |
The key performance indicators of the group are turnover and profit before taxation. |
ON BEHALF OF THE BOARD: |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 JANUARY 2024 |
The director presents his report with the financial statements of the company and the group for the year ended 31 January 2024. |
DIVIDENDS |
Interim dividends totalling £52500 per share were paid during the year. The director recommends that no final dividend be paid. |
The total distribution of dividends for the year ended 31 January 2024 will be £ 105,000 . |
DIRECTOR |
GOING CONCERN |
The consolidated financial statements have been prepared on a going concern basis, notwithstanding the group net current liabilities position of £863,521 at the balance sheet date. The director is of the opinion that the available bank facilities and continued director support will be more than sufficient to enable the business to continue to operate for the foreseeable future. Furthermore, recent management accounts indicate increased turnover and profitability as many conditions improve. |
MERGER RELIEF RESERVE |
The merger relief reserve has arisen from a share for share exchange during the period resulting in TBSGG Limited owning 100% of its subsidiaries. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 JANUARY 2024 |
AUDITORS |
The auditors, Folkes Worton LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TBSGG LIMITED |
Opinion |
We have audited the financial statements of TBSGG Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 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 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TBSGG LIMITED |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TBSGG LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
The key procedures we undertook to detect irregularities including fraud during the course of the audit included: |
- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual. |
- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied, |
- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, |
- Assessing the extent of compliance, or lack of, with the relevant laws and regulations, |
- Testing key income lines, in particular cut-off, for evidence of management bias. |
- Documenting and verifying all significant related party and consolidation balances and transactions. |
- We have reviewed intergroup transactions to ensure these were at an arm's length. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remains a risk of not detecting irregularities, as these may include collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants and Statutory Auditor |
15-17 Church Street |
Stourbridge |
West Midlands |
DY8 1LU |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Year Ended | Period |
31/1/24 | 1/9/21 to 31/1/23 |
Notes | £ | £ | £ | £ |
TURNOVER | 3 | 21,630,993 | 29,300,581 |
Cost of sales | 19,286,253 | 26,606,006 |
GROSS PROFIT | 2,344,740 | 2,694,575 |
Distribution costs | 328,920 | 283,845 |
Administrative expenses | 1,438,666 | 1,725,939 |
1,767,586 | 2,009,784 |
577,154 | 684,791 |
Other operating income | 98,342 | - |
OPERATING PROFIT | 6 | 675,496 | 684,791 |
Interest receivable and similar income | 94 | 48 |
675,590 | 684,839 |
Interest payable and similar expenses | 7 | 145,558 | 124,333 |
PROFIT BEFORE TAXATION | 530,032 | 560,506 |
Tax on profit | 8 | 253,757 | 157,452 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 276,275 | 403,054 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 276,275 | 403,054 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
276,275 |
403,054 |
Total comprehensive income attributable to: |
Owners of the parent | 276,275 | 403,054 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
CONSOLIDATED BALANCE SHEET |
31 JANUARY 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 2,718,385 | 3,067,274 |
Tangible assets | 12 | 326,984 | 169,130 |
Investments | 13 | - | - |
3,045,369 | 3,236,404 |
CURRENT ASSETS |
Stocks | 14 | 1,975,211 | 2,137,460 |
Debtors | 15 | 3,127,300 | 3,168,495 |
Cash at bank and in hand | 57,304 | 221,028 |
5,159,815 | 5,526,983 |
CREDITORS |
Amounts falling due within one year | 16 | 6,023,336 | 6,513,932 |
NET CURRENT LIABILITIES | (863,521 | ) | (986,949 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
2,181,848 |
2,249,455 |
CREDITORS |
Amounts falling due after more than one year | 17 | (1,070,367 | ) | (1,350,000 | ) |
PROVISIONS FOR LIABILITIES | 20 | (53,818 | ) | (13,067 | ) |
NET ASSETS | 1,057,663 | 886,388 |
CAPITAL AND RESERVES |
Called up share capital | 21 | 2 | 2 |
Merger relief reserve | 22 | 708,332 | 708,332 |
Retained earnings | 22 | 349,329 | 178,054 |
SHAREHOLDERS' FUNDS | 1,057,663 | 886,388 |
The financial statements were approved by the director and authorised for issue on 8 May 2024 and were signed by: |
Mr C J Egginton - Director |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
COMPANY BALANCE SHEET |
31 JANUARY 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
CURRENT ASSETS |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 16 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 17 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Merger relief reserve |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 126,497 | 225,281 |
The financial statements were approved by the director and authorised for issue on |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Called up | Merger |
share | Retained | relief | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 September 2021 | 1 | - | - | 1 |
Changes in equity |
Issue of share capital | 1 | - | 708,332 | 708,333 |
Dividends | - | (225,000 | ) | - | (225,000 | ) |
Total comprehensive income | - | 403,054 | - | 403,054 |
Balance at 31 January 2023 | 2 | 178,054 | 708,332 | 886,388 |
Changes in equity |
Dividends | - | (105,000 | ) | - | (105,000 | ) |
Total comprehensive income | - | 276,275 | - | 276,275 |
Balance at 31 January 2024 | 2 | 349,329 | 708,332 | 1,057,663 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Called up | Merger |
share | Retained | relief | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 September 2021 |
Changes in equity |
Issue of share capital | - |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 January 2023 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 January 2024 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 667,944 | (33,251 | ) |
Interest paid | (144,900 | ) | (124,333 | ) |
Interest element of hire purchase payments paid |
(658 |
) |
- |
Tax paid | (125,890 | ) | (175,708 | ) |
Net cash from operating activities | 396,496 | (333,292 | ) |
Cash flows from investing activities |
Purchase of intangible fixed assets | - | (264,166 | ) |
Purchase of tangible fixed assets | (193,083 | ) | (51,008 | ) |
Sale of tangible fixed assets | 13,000 | 48,525 |
Cash acquired on take over of business | - | 1,295,920 |
Interest received | 94 | 48 |
Net cash from investing activities | (179,989 | ) | 1,029,319 |
Cash flows from financing activities |
Loan repayments in year | (275,000 | ) | (250,000 | ) |
Capital repayments in year | (231 | ) | - |
Equity dividends paid | (105,000 | ) | (225,000 | ) |
Net cash from financing activities | (380,231 | ) | (475,000 | ) |
(Decrease)/increase in cash and cash equivalents | (163,724 | ) | 221,027 |
Cash and cash equivalents at beginning of year |
2 |
221,028 |
1 |
Cash and cash equivalents at end of year | 2 | 57,304 | 221,028 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 JANUARY 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
£ | £ |
Profit before taxation | 530,032 | 560,506 |
Depreciation charges | 377,495 | 338,955 |
Profit on disposal of fixed assets | (3,936 | ) | (996 | ) |
Impairment of tangible fixed assets | 19,500 | - |
Finance costs | 145,558 | 124,333 |
Finance income | (94 | ) | (48 | ) |
1,068,555 | 1,022,750 |
Decrease/(increase) in stocks | 162,249 | (316,612 | ) |
Decrease in trade and other debtors | 41,195 | 942,389 |
Decrease in trade and other creditors | (604,055 | ) | (1,681,778 | ) |
Cash generated from operations | 667,944 | (33,251 | ) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 January 2024 |
31/1/24 | 1/2/23 |
£ | £ |
Cash and cash equivalents | 57,304 | 221,028 |
Period ended 31 January 2023 |
31/1/23 | 1/9/21 |
£ | £ |
Cash and cash equivalents | 221,028 | 1 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 JANUARY 2024 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 1/2/23 | Cash flow | changes | At 31/1/24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 221,028 | (163,724 | ) | 57,304 |
221,028 | (163,724 | ) | 57,304 |
Debt |
Finance leases | - | 231 | (21,941 | ) | (21,710 | ) |
Debts falling due |
within 1 year | (275,000 | ) | (25,000 | ) | - | (300,000 | ) |
Debts falling due |
after 1 year | (1,350,000 | ) | 300,000 | - | (1,050,000 | ) |
(1,625,000 | ) | 275,231 | (21,941 | ) | (1,371,710 | ) |
Total | (1,403,972 | ) | 111,507 | (21,941 | ) | (1,314,406 | ) |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 JANUARY 2024 |
4. | ACQUISITION OF BUSINESS |
On 4 October 2021 the group acquired all of the share capital of BM & I Limited, Cubralco Limited, G V Racing Limited and Monarch Gardens Limited. The fair value of assets acquired was made up of: |
Cost |
Depreciation and amortisation |
Fair value |
£ | £ | £ |
Tangible fixed assets | 524,761 | 333,375 | 191,386 |
Intangible fixed assets | 108,400 | 108,400 | - |
Stock | 1,820,848 |
Trade debtors | 3,951,706 |
Other debtors and prepayments | 159,178 |
Cash at bank and in hand | 1,295,920 |
Trade creditors | (4,358,638 | ) |
Corporation tax | (127,267 | ) |
Social security and other taxes | (320,841 | ) |
Other creditors and accrued charges | (3,126,378 | ) |
Deferred taxation | (18,909 | ) |
Goodwill on acquisition | 3,380,494 |
2,847,499 |
The acquisition was financed by: |
Issue of share capital | 708,333 |
Issue of loan notes | 1,875,000 |
Cash | 250,000 |
Stamp duty payable on acquisition | 14,166 |
2,847,499 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
1. | STATUTORY INFORMATION |
TBSGG Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The consolidated group financial statements consist of the financial statements of the parent company TBSGG Limited together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates. |
All financial statements are made up to 31 January 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. |
Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases. |
The consolidated financial statements have been prepared on a going concern basis, notwithstanding the group net current liabilities position of £863,521 at the balance sheet date. The director is of the opinion that the available bank facilities and continued director support will be more than sufficient to enable the business to continue to operate for the foreseeable future. Furthermore, recent management accounts indicate increased turnover and profitability as many conditions improve. |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts and volume rebates. |
Revenue from the sale of copper tubes and other products 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. |
Goodwill |
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life. |
For the purpose of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash- generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. |
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases; |
Leasehold land and building | 20% straight line |
Plant and equipment | 20% reducing balance |
Fixtures and fittings | 20% reducing balance |
Computers | 20% straight line |
Motor vehicles | 25% reducing balance except specialist vehicles not depreciated but reviewed annually for any impairment |
Decoiling machine | Not depreciated |
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. |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. |
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit and loss. Reversals of impairment losses are also recognised in profit and loss. |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The group has elected to apply the provisions of section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. |
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Basic financial assets |
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
Other financial assets |
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit and loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
Impairment of financial assets |
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. |
Derecognition of financial assets |
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. |
Classification of financial assets |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
2. | ACCOUNTING POLICIES - continued |
Basic financial liabilities |
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Trade creditors are obligated to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
Other financial liabilities |
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the profit and 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 and loss. Debt instruments may be designated as being measured at fair value through profit and loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. |
Derecognition of financial liabilities |
Financial liabilities are recognised when the company's contractual obligations expire or are discharged or cancelled. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
2. | ACCOUNTING POLICIES - continued |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Leases |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Rentals payable under operating leases, including any lease incentives received, are charged to profit and 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. |
Retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Payments to defined contribution benefit schemes are charged as an expense as they fall due. |
Cash and cash equivalents |
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. bank overdrafts are shown within borrowings in current liabilities. |
Employee benefits |
The costs of short-term employee benefits are recognised as a liability and an expense. |
Merger relief reserve |
The merger relief reserve has arisen from a share for share exchange during the period resulting in TBSGG Limited owning 100% of its subsidiaries. |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
£ | £ |
United Kingdom | 21,588,327 | 29,283,941 |
Rest of the world | 42,666 | 16,640 |
21,630,993 | 29,300,581 |
4. | EMPLOYEES AND DIRECTORS |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
£ | £ |
Wages and salaries | 386,858 | 478,997 |
Social security costs | 33,843 | 72,914 |
Other pension costs | 27,577 | 67,326 |
448,278 | 619,237 |
The average number of employees during the year was as follows: |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
Administrative staff | 6 | 7 |
Warehouse and transport | 6 | 6 |
5. | DIRECTORS' EMOLUMENTS |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
£ | £ |
Director's remuneration | 11,517 | 22,422 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
5. | DIRECTORS' EMOLUMENTS - continued |
The number of directors to whom retirement benefits were accruing was as follows: |
Defined benefit schemes | 1 | 1 |
6. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
£ | £ |
Other operating leases | 60,483 | 90,876 |
Depreciation - owned assets | 26,048 | 25,735 |
Depreciation - assets on hire purchase contracts | 2,558 | - |
Profit on disposal of fixed assets | (3,936 | ) | (996 | ) |
Goodwill amortisation | 348,889 | 313,220 |
Auditors' remuneration | 8,000 | 5,000 |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
£ | £ |
Bank interest | (10,806 | ) | 18,338 |
Invoice finance interest | 155,706 | 105,995 |
Hire purchase interest | 658 | - |
145,558 | 124,333 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
£ | £ |
Current tax: |
UK corporation tax | 201,969 | 163,172 |
Prior year tax adjustment | 11,037 | 122 |
Total current tax | 213,006 | 163,294 |
Deferred tax | 40,751 | (5,842 | ) |
Tax on profit | 253,757 | 157,452 |
UK corporation tax was charged at 19 %) in 2023. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
£ | £ |
Profit before tax | 530,032 | 560,506 |
Profit multiplied by the standard rate of corporation tax in the UK of 24.030 % (2023 - 19 %) |
127,367 |
106,496 |
Effects of: |
Expenses not deductible for tax purposes | 3,161 | 2,346 |
Depreciation in excess of capital allowances | 83,839 | 45,474 |
Adjustments to tax charge in respect of previous periods | 11,037 | - |
Deferred taxation provided at higher rate | 28,353 | 3,136 |
Total tax charge | 253,757 | 157,452 |
9. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
10. | DIVIDENDS |
Period |
1/9/21 |
Year Ended | to |
31/1/24 | 31/1/23 |
£ | £ |
Interim | 105,000 | 225,000 |
11. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 February 2023 |
and 31 January 2024 | 3,488,894 |
AMORTISATION |
At 1 February 2023 | 421,620 |
Amortisation for year | 348,889 |
At 31 January 2024 | 770,509 |
NET BOOK VALUE |
At 31 January 2024 | 2,718,385 |
At 31 January 2023 | 3,067,274 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
12. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Short | Plant and | and |
leasehold | machinery | fittings |
£ | £ | £ |
COST |
At 1 February 2023 | 12,400 | 28,312 | 124,746 |
Additions | - | 21,750 | 61,061 |
Disposals | - | - | - |
Impairments | - | - | - |
At 31 January 2024 | 12,400 | 50,062 | 185,807 |
DEPRECIATION |
At 1 February 2023 | 12,400 | 23,786 | 101,749 |
Charge for year | - | 3,647 | 16,249 |
Eliminated on disposal | - | - | - |
At 31 January 2024 | 12,400 | 27,433 | 117,998 |
NET BOOK VALUE |
At 31 January 2024 | - | 22,629 | 67,809 |
At 31 January 2023 | - | 4,526 | 22,997 |
Motor | Decoiling |
vehicles | machine | Totals |
£ | £ | £ |
COST |
At 1 February 2023 | 108,761 | 50,000 | 324,219 |
Additions | 132,213 | - | 215,024 |
Disposals | (19,500 | ) | - | (19,500 | ) |
Impairments | (19,500 | ) | - | (19,500 | ) |
At 31 January 2024 | 201,974 | 50,000 | 500,243 |
DEPRECIATION |
At 1 February 2023 | 17,154 | - | 155,089 |
Charge for year | 8,710 | - | 28,606 |
Eliminated on disposal | (10,436 | ) | - | (10,436 | ) |
At 31 January 2024 | 15,428 | - | 173,259 |
NET BOOK VALUE |
At 31 January 2024 | 186,546 | 50,000 | 326,984 |
At 31 January 2023 | 91,607 | 50,000 | 169,130 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
12. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Motor |
vehicles |
£ |
COST |
Additions | 40,941 |
At 31 January 2024 | 40,941 |
DEPRECIATION |
Charge for year | 2,558 |
At 31 January 2024 | 2,558 |
NET BOOK VALUE |
At 31 January 2024 | 38,383 |
13. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 February 2023 |
and 31 January 2024 |
NET BOOK VALUE |
At 31 January 2024 |
At 31 January 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
G V Racing Limited |
Registered office: England and wales |
Nature of business: Dormant |
% |
Class of shares: | holding |
Ordinary | 100.00 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
13. | FIXED ASSET INVESTMENTS - continued |
Monarch Gardens Limited |
Registered office: England and Wales |
Nature of business: Dormant |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Cubralco Limited |
Registered office: England and Wales |
Nature of business: Wholesaler of copper tubes |
% |
Class of shares: | holding |
Ordinary | 100.00 |
BM & I Limited |
Registered office: England and Wales |
Nature of business: Holding company |
% |
Class of shares: | holding |
Ordinary | 100.00 |
14. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Finished goods and goods for resale | 1,975,211 | 2,137,460 |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
2024 | 2023 |
£ | £ |
Trade debtors | 3,064,946 | 3,089,322 |
Other debtors | 16,647 | 22,293 |
Prepayments and accrued income | 45,707 | 56,880 |
3,127,300 | 3,168,495 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Debentures (see note 18) | 300,000 | 275,000 |
Hire purchase contracts (see note 19) | 1,343 | - |
Trade creditors | 2,967,330 | 3,305,849 |
Amounts owed to group undertakings | - | - |
Tax | 201,969 | 114,853 |
Social security and other taxes | 452,502 | 372,669 |
Other creditors | 2,090,628 | 2,435,997 |
Accruals | 9,564 | 9,564 |
6,023,336 | 6,513,932 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Debentures (see note 18) | 1,050,000 | 1,350,000 |
Hire purchase contracts (see note 19) | 20,367 | - |
1,070,367 | 1,350,000 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year or on | demand: |
Debentures | 300,000 | 275,000 | 300,000 | 275,000 |
Amounts falling due between one and two | years: |
Debentures | 300,000 | 300,000 |
Amounts falling due between two and five | years: |
Debentures | 750,000 | 900,000 |
Amounts falling due in more than five years: |
Repayable by instalments |
Debentures | - | 150,000 | - | 150,000 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
2024 | 2023 |
£ | £ |
Gross obligations repayable: |
Within one year | 3,556 | - |
Between one and five years | 22,987 | - |
26,543 | - |
Finance charges repayable: |
Within one year | 2,213 | - |
Between one and five years | 2,620 | - |
4,833 | - |
Net obligations repayable: |
Within one year | 1,343 | - |
Between one and five years | 20,367 | - |
21,710 | - |
Group |
Non-cancellable operating | leases |
2024 | 2023 |
£ | £ |
Within one year | 55,658 | 52,634 |
Between one and five years | 71,516 | 104,036 |
127,174 | 156,670 |
20. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax | 53,818 | 13,067 |
TBSGG LIMITED (REGISTERED NUMBER: 03403651) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
20. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred |
tax |
£ |
Balance at 1 February 2023 | 13,067 |
Provided during year | 40,751 |
Balance at acquisition |
Balance at 31 January 2024 | 53,818 |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 2 | 2 |
22. | RESERVES |
Group |
Merger |
Retained | relief |
earnings | reserve | Totals |
£ | £ | £ |
At 1 February 2023 | 178,054 | 708,332 | 886,386 |
Profit for the year | 276,275 | 276,275 |
Dividends | (105,000 | ) | (105,000 | ) |
At 31 January 2024 | 349,329 | 708,332 | 1,057,661 |