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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: Mr C J Egginton





SECRETARY: Mr C J Egginton





REGISTERED OFFICE: 15-17 Church Street
Stourbridge
West Midlands
DY8 1LU





REGISTERED NUMBER: 03403651 (England and Wales)





AUDITORS: Folkes Worton LLP
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:





Mr C J Egginton - Director


8 May 2024

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
Mr C J Egginton held office during the whole of the period from 1 February 2023 to the date of this report.

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:





Mr C J Egginton - Director


8 May 2024

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.




John Hegney FCCA (Senior Statutory Auditor)
for and on behalf of Folkes Worton LLP
Chartered Accountants and Statutory Auditor
15-17 Church Street
Stourbridge
West Midlands
DY8 1LU

8 May 2024

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 276,275 403,054
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 2,847,499 2,847,499
2,847,499 2,847,499

CURRENT ASSETS
Cash at bank 34 281

CREDITORS
Amounts falling due within one year 16 1,067,421 789,165
NET CURRENT LIABILITIES (1,067,387 ) (788,884 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,780,112

2,058,615

CREDITORS
Amounts falling due after more than one year 17 1,050,000 1,350,000
NET ASSETS 730,112 708,615

CAPITAL AND RESERVES
Called up share capital 21 2 2
Merger relief reserve 708,332 708,332
Retained earnings 21,778 281
SHAREHOLDERS' FUNDS 730,112 708,615

Company's profit for the financial year 126,497 225,281

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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)

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 1 - - 1

Changes in equity
Issue of share capital 1 - 708,332 708,333
Dividends - (225,000 ) - (225,000 )
Total comprehensive income - 225,281 - 225,281
Balance at 31 January 2023 2 281 708,332 708,615

Changes in equity
Dividends - (105,000 ) - (105,000 )
Total comprehensive income - 126,497 - 126,497
Balance at 31 January 2024 2 21,778 708,332 730,112

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

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

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, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of ten years.

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 building20% straight line
Plant and equipment20% reducing balance
Fixtures and fittings20% reducing balance
Computers20% straight line
Motor vehicles25% reducing balance except specialist vehicles not depreciated but reviewed
annually for any impairment
Decoiling machineNot 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
12 13

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 2,847,499
NET BOOK VALUE
At 31 January 2024 2,847,499
At 31 January 2023 2,847,499

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) 300,000 275,000 300,000 275,000
Hire purchase contracts (see note 19) 1,343 - - -
Trade creditors 2,967,330 3,305,849 - -
Amounts owed to group undertakings - - 767,421 514,165
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 1,067,421 789,165

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 1,050,000 1,350,000
Hire purchase contracts (see note 19) 20,367 - - -
1,070,367 1,350,000 1,050,000 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 300,000 300,000 300,000 300,000
Amounts falling due between two and five years:
Debentures 750,000 900,000 750,000 900,000
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: £    £   
2 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