Topsmiths Limited 13955927 false 2023-01-30 2024-01-28 2024-01-28 2024-01-28 The principal activity of the company is the manufacture and sale of pastry goods, cakes and bread. Digita Accounts Production Advanced 6.30.9574.0 true true true false false false true false 13955927 2023-01-30 2024-01-28 13955927 2024-01-28 13955927 bus:Director3 bus:Consolidated 2024-01-28 13955927 bus:Director4 bus:Consolidated 2024-01-28 13955927 bus:Director5 bus:Consolidated 2024-01-28 13955927 bus:Director6 bus:Consolidated 2024-01-28 13955927 bus:Director7 bus:Consolidated 2024-01-28 13955927 bus:Director8 bus:Consolidated 2024-01-28 13955927 bus:OrdinaryShareClass1 bus:Non-cumulativeShares bus:Consolidated 2024-01-28 13955927 bus:OrdinaryShareClass2 bus:Non-cumulativeShares bus:Consolidated 2024-01-28 13955927 bus:OrdinaryShareClass3 bus:Non-cumulativeShares bus:Consolidated 2024-01-28 13955927 bus:OrdinaryShareClass4 bus:Non-cumulativeShares bus:Consolidated 2024-01-28 13955927 bus:OrdinaryShareClass5 bus:Non-cumulativeShares bus:Consolidated 2024-01-28 13955927 bus:Consolidated 2024-01-28 13955927 core:AcceleratedTaxDepreciationDeferredTax bus:Consolidated 2024-01-28 13955927 core:RetainedEarningsAccumulatedLosses 2024-01-28 13955927 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2024-01-28 13955927 core:ShareCapital 2024-01-28 13955927 core:ShareCapital bus:Consolidated 2024-01-28 13955927 core:SharePremium 2024-01-28 13955927 core:SharePremium bus:Consolidated 2024-01-28 13955927 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2024-01-28 13955927 core:CurrentFinancialInstruments 2024-01-28 13955927 core:CurrentFinancialInstruments bus:Consolidated 2024-01-28 13955927 core:CurrentFinancialInstruments core:WithinOneYear 2024-01-28 13955927 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2024-01-28 13955927 core:Goodwill bus:Consolidated 2024-01-28 13955927 core:BetweenTwoFiveYears bus:Consolidated 2024-01-28 13955927 core:MoreThanFiveYears bus:Consolidated 2024-01-28 13955927 core:WithinOneYear bus:Consolidated 2024-01-28 13955927 core:FurnitureFittings bus:Consolidated 2024-01-28 13955927 core:LandBuildings core:ShortLeaseholdAssets bus:Consolidated 2024-01-28 13955927 core:OfficeEquipment bus:Consolidated 2024-01-28 13955927 core:PlantMachinery bus:Consolidated 2024-01-28 13955927 core:DeferredTaxation bus:Consolidated 2024-01-28 13955927 bus:FRS102 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Audited bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:FullAccounts bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:RegisteredOffice bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Director1 2023-01-30 2024-01-28 13955927 bus:Director1 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Director2 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Director3 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Director4 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Director5 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Director6 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Director7 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Director8 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:HighestPaidDirector bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:OrdinaryShareClass1 bus:Non-cumulativeShares bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:OrdinaryShareClass2 bus:Non-cumulativeShares bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:OrdinaryShareClass3 bus:Non-cumulativeShares bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:OrdinaryShareClass4 bus:Non-cumulativeShares bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:OrdinaryShareClass5 bus:Non-cumulativeShares bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:Consolidated 1 2023-01-30 2024-01-28 13955927 bus:PrivateLimitedCompanyLtd bus:Consolidated 2023-01-30 2024-01-28 13955927 bus:ConsolidatedGroupCompanyAccounts 2023-01-30 2024-01-28 13955927 core:RetainedEarningsAccumulatedLosses 2023-01-30 2024-01-28 13955927 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2023-01-30 2024-01-28 13955927 core:ShareCapital 2023-01-30 2024-01-28 13955927 core:ShareCapital bus:Consolidated 2023-01-30 2024-01-28 13955927 core:SharePremium 2023-01-30 2024-01-28 13955927 core:SharePremium bus:Consolidated 2023-01-30 2024-01-28 13955927 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2023-01-30 2024-01-28 13955927 core:Goodwill bus:Consolidated 2023-01-30 2024-01-28 13955927 core:ComputerEquipment bus:Consolidated 2023-01-30 2024-01-28 13955927 core:FurnitureFittings bus:Consolidated 2023-01-30 2024-01-28 13955927 core:LandBuildings bus:Consolidated 2023-01-30 2024-01-28 13955927 core:LandBuildings core:ShortLeaseholdAssets bus:Consolidated 2023-01-30 2024-01-28 13955927 core:OfficeEquipment bus:Consolidated 2023-01-30 2024-01-28 13955927 core:PlantMachinery bus:Consolidated 2023-01-30 2024-01-28 13955927 core:DeferredTaxation bus:Consolidated 2023-01-30 2024-01-28 13955927 core:Subsidiary1 2023-01-30 2024-01-28 13955927 core:Subsidiary1 1 2023-01-30 2024-01-28 13955927 core:Subsidiary1 countries:UnitedKingdom 2023-01-30 2024-01-28 13955927 core:UKTax bus:Consolidated 2023-01-30 2024-01-28 13955927 countries:EnglandWales bus:Consolidated 2023-01-30 2024-01-28 13955927 2023-01-29 13955927 bus:Consolidated 2023-01-29 13955927 core:RetainedEarningsAccumulatedLosses 2023-01-29 13955927 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2023-01-29 13955927 core:ShareCapital 2023-01-29 13955927 core:ShareCapital bus:Consolidated 2023-01-29 13955927 core:SharePremium 2023-01-29 13955927 core:SharePremium bus:Consolidated 2023-01-29 13955927 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2023-01-29 13955927 core:Goodwill bus:Consolidated 2023-01-29 13955927 core:CostValuation 2023-01-29 13955927 core:FurnitureFittings bus:Consolidated 2023-01-29 13955927 core:LandBuildings core:ShortLeaseholdAssets bus:Consolidated 2023-01-29 13955927 core:OfficeEquipment bus:Consolidated 2023-01-29 13955927 core:PlantMachinery bus:Consolidated 2023-01-29 13955927 core:DeferredTaxation bus:Consolidated 2023-01-29 13955927 2022-03-04 2023-01-29 13955927 2023-01-29 13955927 bus:OrdinaryShareClass1 bus:Non-cumulativeShares bus:Consolidated 2023-01-29 13955927 bus:OrdinaryShareClass2 bus:Non-cumulativeShares bus:Consolidated 2023-01-29 13955927 bus:OrdinaryShareClass3 bus:Non-cumulativeShares bus:Consolidated 2023-01-29 13955927 bus:OrdinaryShareClass4 bus:Non-cumulativeShares bus:Consolidated 2023-01-29 13955927 bus:OrdinaryShareClass5 bus:Non-cumulativeShares bus:Consolidated 2023-01-29 13955927 bus:Consolidated 2023-01-29 13955927 core:AcceleratedTaxDepreciationDeferredTax bus:Consolidated 2023-01-29 13955927 core:TaxLossesCarry-forwardsDeferredTax bus:Consolidated 2023-01-29 13955927 core:CurrentFinancialInstruments 2023-01-29 13955927 core:CurrentFinancialInstruments bus:Consolidated 2023-01-29 13955927 core:CurrentFinancialInstruments core:WithinOneYear 2023-01-29 13955927 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2023-01-29 13955927 core:Goodwill bus:Consolidated 2023-01-29 13955927 core:BetweenTwoFiveYears bus:Consolidated 2023-01-29 13955927 core:MoreThanFiveYears bus:Consolidated 2023-01-29 13955927 core:WithinOneYear bus:Consolidated 2023-01-29 13955927 core:FurnitureFittings bus:Consolidated 2023-01-29 13955927 core:LandBuildings core:ShortLeaseholdAssets bus:Consolidated 2023-01-29 13955927 core:OfficeEquipment bus:Consolidated 2023-01-29 13955927 core:PlantMachinery bus:Consolidated 2023-01-29 13955927 bus:HighestPaidDirector bus:Consolidated 2022-03-04 2023-01-29 13955927 bus:Consolidated 2022-03-04 2023-01-29 13955927 bus:Consolidated 1 2022-03-04 2023-01-29 13955927 core:RetainedEarningsAccumulatedLosses 2022-03-04 2023-01-29 13955927 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2022-03-04 2023-01-29 13955927 core:ShareCapital 2022-03-04 2023-01-29 13955927 core:ShareCapital bus:Consolidated 2022-03-04 2023-01-29 13955927 core:SharePremium 2022-03-04 2023-01-29 13955927 core:SharePremium bus:Consolidated 2022-03-04 2023-01-29 13955927 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2022-03-04 2023-01-29 13955927 core:Subsidiary1 1 2022-03-04 2023-01-29 13955927 core:UKTax bus:Consolidated 2022-03-04 2023-01-29 13955927 2022-03-03 13955927 bus:Consolidated 2022-03-03 13955927 core:RetainedEarningsAccumulatedLosses 2022-03-03 13955927 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2022-03-03 13955927 core:ShareCapital 2022-03-03 13955927 core:ShareCapital bus:Consolidated 2022-03-03 13955927 core:SharePremium 2022-03-03 13955927 core:SharePremium bus:Consolidated 2022-03-03 13955927 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2022-03-03 iso4217:GBP xbrli:pure xbrli:shares

Registration number: 13955927

Topsmiths Limited

Annual Report and Consolidated Financial Statements

for the Period from 30 January 2023 to 28 January 2024

 

Topsmiths Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 9

Consolidated Statement of Comprehensive Income

10

Consolidated Statement of Financial Position

11

Statement of Financial Position

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Financial Statements

16 to 34

 

Topsmiths Limited

Company Information

Directors

S A J Trent

C Ormrod

A E B Vigneron

Registered office

6 Kingsland Trading Estate
St Phillips Road
Bristol
BS2 0JZ

Auditors

Westcotts (SW) LLP
Chartered Accountants & Statutory Auditor
Tallford House
38 Walliscote Road
Weston-super-Mare
Somerset
BS23 1LP

 

Topsmiths Limited

Strategic Report for the period from 30 January 2023 to 28 January 2024

The directors present their strategic report for the period from 30 January 2023 to 28 January 2024.

Fair review of the business

The principal activity of the Company during the year was the manufacture and sale of pastry goods, bread and cakes.

The 52 weeks to 28 January 2024 showed strong revenue growth to £22.8m from £16.2m. During the year, our customer base has continued to increase alongside an increase in the average order value.

Like many other companies in the UK food sector, the Company has continued to face considerable challenges as a result of worldwide disruption to supply chains and markets along with the worldwide economic uncertainty. Inflation remains stubbornly high and has resulted in significant increases in input costs across the majority of commodities.

As a result of the continued investment in people and equipment, we have been able to mitigate a significant portion of the inflationary increases, and alongside absorbing a large portion, has enabled the Company to mitigate most of the impact on customers. The Company expects continued input cost pressure, primarily from the cocoa market, but considers it well placed to ride this out whilst continuing to support its customer base.

As always, the Company prides itself on a strong and focused new product development programme and this year saw us launch over 50 new lines.

The Directors have continued to recognise and drive ESG initiatives during FY24. It is still relatively early days and focus areas include:

- Offsetting all carbon emitted during the year.
- Measuring and looking at ways of reducing carbon emitted per cake made.
- Operating a fair and transparent employee grading structure
- Committing to a cost-of-living wage review at least once per year.
- Committing to provide all employees with an annual appraisal.
- Charitable donations, whether financial or cake

The Company commits to continuing its ESG journey over the coming years.

The Directors have made a conscious decision to recognise and drive ESG initiatives during FY23. It is relatively early days and focus areas include:

- Offsetting all carbon emitted during the year.
- Measuring and looking at ways of reducing carbon emitted per cake made.- Introducing a fair and transparent employee grading structure
- Committing to a cost-of-living wage review at least once per year.
- Committing to provide all employees with an annual appraisal.
- Charitable donations, whether financial or cake

The Company commits to continuing its ESG journey over the coming years.

 

Topsmiths Limited

Strategic Report for the period from 30 January 2023 to 28 January 2024 (continued)

Key Performance Indicators
The Directors monitor performance of the company by monitoring a detailed set of weekly KPIs which include, but are not limited to:

- Net Sales
- Gross Margin
- Online Customer Metrics
- Manufacturing Data
- People Data

Principal risks and uncertainties

The principal risks to the Company are set out in the business review above, namely the challenging economic circumstances forcing inflationary pressures on the UK and global economy.

Where possible, the Company looks to manage the risk through contracting pricing, as well as investing in people and equipment to improve performance efficiency. Importantly, this is never done at the expense of product quality.

Approved and authorised by the Board on 31 October 2024 and signed on its behalf by:
 

.........................................
S A J Trent
Director

 

Topsmiths Limited

Directors' Report for the Period from 30 January 2023 to 28 January 2024

The directors present their report and the for the period from 30 January 2023 to 28 January 2024.

Directors of the group

The directors who held office during the period were as follows:

S A J Trent

C Ormrod

J M Garland (Resigned 30 January 2024)

S A Harris (Resigned 1 February 2024)

D N C Garman (Resigned 30 January 2024)

T A Batlle (Resigned 30 January 2024)

S S Gunn (Resigned 30 January 2024)

The following director was appointed after the period end:

A E B Vigneron (appointed 30 January 2024)

Financial instruments

Objectives and policies

The group does not enter into any hedging transactions.

Price risk, credit risk, liquidity risk and cash flow risk

The group has a normal level of exposure to price, credit, liquidity and cash flow risk arising from transactions.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 31 October 2024 and signed on its behalf by:
 


S A J Trent
Director

 

Topsmiths Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Topsmiths Limited

Independent Auditor's Report to the Members of Topsmiths Limited

Opinion

We have audited the group financial statements of Topsmiths Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 30 January 2023 to 28 January 2024, which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 group financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 28 January 2024 and of the group's loss for the period 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 auditor responsibilities for the audit of the group 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 group 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the group financial statements and our auditor’s report thereon. Our opinion on the group 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 group 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 there is a material misstatement in the group financial statements or a material misstatement of the other information. 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.

 

Topsmiths Limited

Independent Auditor's Report to the Members of Topsmiths Limited (continued)

We have nothing to report in this regard.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial period for which the group financial statements are prepared is consistent with the group financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], the directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of group financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

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

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

 

Topsmiths Limited

Independent Auditor's Report to the Members of Topsmiths Limited (continued)

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the group financial statements from our general commercial and sector experience and through discussion with the directors. We communicated identified laws and regulations throughout our team, and remained alert to any indications of non-compliance throughout the audit.

The group and parent company is subject to laws and regulations that govern the preparation of the group financial statements, including financial reporting legislation, and other companies legislation. The group and parent company is also subject to other laws and regulations where the consequences of non-compliance could have a material impact on the amounts or disclosures within the group financial statements including health and safety laws, food quality regulations, employment laws and regulations and certain aspects of companies legislation.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the group financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. In any audit, there remains a higher risk of non-detection of irregularities, as these may involve 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 all laws and regulations.

 

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also

Identify and assess the risks of material misstatement of the group financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the group financial statements, including the disclosures, and whether the group financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

Topsmiths Limited

Independent Auditor's Report to the Members of Topsmiths Limited (continued)

Use of our report

This report is made solely to the group and parent 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 group and parent company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the group and parent company and the group and parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Peter Lomax, FCA (Senior Statutory Auditor)
For and on behalf of Westcotts (SW) LLP, Statutory Auditor

Tallford House
38 Walliscote Road
Weston-super-Mare
Somerset
BS23 1LP

31 October 2024

 

Topsmiths Limited

Consolidated Statement of Comprehensive Income for the Period from 30 January 2023 to 28 January 2024

Note

2024
(52 weeks)
£ 000

2023
(47 weeks)
£ 000

Turnover

3

22,853

14,023

Cost of sales

 

(13,530)

(8,779)

Gross profit

 

9,323

5,244

Administrative expenses

 

(7,327)

(4,498)

Other operating income

4

3

19

Operating profit

6

1,999

765

Other interest receivable and similar income

7

20

2

Interest payable and similar expenses

8

(2,100)

(1,622)

   

(2,080)

(1,620)

Loss before tax

 

(81)

(855)

Tax on loss

12

(771)

224

Loss for the financial period

 

(852)

(631)

The group has no recognised gains or losses for the period other than the results above.

 

Topsmiths Limited

(Registration number: 13955927)
Consolidated Statement of Financial Position as at 28 January 2024

Note

2024
£ 000

2023
£ 000

Fixed assets

 

Intangible assets

13

12,854

14,428

Tangible assets

14

2,301

1,737

 

15,155

16,165

Current assets

 

Stocks

16

1,169

778

Debtors

17

2,138

1,309

Cash at bank and in hand

 

4,037

2,093

 

7,344

4,180

Creditors: Amounts falling due within one year

18

(22,188)

(19,471)

Net current liabilities

 

(14,844)

(15,291)

Total assets less current liabilities

 

311

874

Provisions for liabilities

20

(270)

19

Net assets

 

41

893

Capital and reserves

 

Called up share capital

22

35

35

Share premium reserve

23

1,489

1,489

Profit and loss account

23

(1,483)

(631)

Equity attributable to owners of the company

 

41

893

Shareholders' funds

 

41

893

Approved and authorised by the Board on 31 October 2024 and signed on its behalf by:
 


S A J Trent
Director

 

Topsmiths Limited

(Registration number: 13955927)
Statement of Financial Position as at 28 January 2024

Note

2024
£ 000

2023
£ 000

Fixed assets

 

Investments

15

17,908

17,908

Current assets

 

Debtors

17

139

80

Cash at bank and in hand

 

153

3

 

292

83

Creditors: Amounts falling due within one year

18

(21,280)

(18,256)

Net current liabilities

 

(20,988)

(18,173)

Net liabilities

 

(3,080)

(265)

Capital and reserves

 

Called up share capital

22

35

35

Share premium reserve

1,489

1,489

Profit and loss account

(4,604)

(1,789)

Shareholders' deficit

 

(3,080)

(265)

The company made a loss after tax for the financial period of £2,815,000 (2023 - loss of £1,789,000).

Approved and authorised by the Board on 31 October 2024 and signed on its behalf by:
 


S A J Trent
Director

 

Topsmiths Limited

Consolidated Statement of Changes in Equity for the Period from 30 January 2023 to 28 January 2024
Equity attributable to the parent company

Share capital
£ 000

Share premium
£ 000

Profit and loss account
£ 000

Total
£ 000

At 4 March 2022

-

-

-

-

Loss for the period

-

-

(631)

(631)

New share capital subscribed

35

1,489

-

1,524

At 29 January 2023

35

1,489

(631)

893

Share capital
£ 000

Share premium
£ 000

Profit and loss account
£ 000

Total
£ 000

At 30 January 2023

35

1,489

(631)

893

Loss for the period

-

-

(852)

(852)

At 28 January 2024

35

1,489

(1,483)

41

 

Topsmiths Limited

Statement of Changes in Equity for the Period from 30 January 2023 to 28 January 2024

Share capital
£ 000

Share premium
£ 000

Profit and loss account
£ 000

Total
£ 000

At 4 March 2022

-

-

-

-

Loss for the period

-

-

(1,789)

(1,789)

New share capital subscribed

35

1,489

-

1,524

At 29 January 2023

35

1,489

(1,789)

(265)

Share capital
£ 000

Share premium
£ 000

Profit and loss account
£ 000

Total
£ 000

At 30 January 2023

35

1,489

(1,789)

(265)

Loss for the period

-

-

(2,815)

(2,815)

At 28 January 2024

35

1,489

(4,604)

(3,080)

 

Topsmiths Limited

Consolidated Statement of Cash Flows for the Period from 30 January 2023 to 28 January 2024

Note

(52 weeks)
2024
£ 000

(47 weeks)
2023
£ 000

Cash flows from operating activities

Loss for the period

 

(852)

(631)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

2,086

1,582

Loss on disposal of tangible assets

5

4

-

Finance income

7

(20)

(2)

Finance costs

8

30

-

Income tax expense

12

771

(224)

Interest payable and similar expenses

 

-

50

Accrued expenses

 

2,070

1,803

 

4,089

2,578

Working capital adjustments

 

Increase in stocks

16

(391)

(199)

Increase in debtors

17

(829)

(353)

Increase/(decrease) in creditors

18

3,056

(448)

Cash generated from operations

 

5,925

1,578

Interest received

 

20

2

Interest paid

 

-

(50)

Net cash flow from operating activities

 

5,945

1,530

Cash flows from investing activities

 

Acquisitions of tangible assets

(1,080)

(820)

Acquisition of subsidiaries

 

-

562

Net cash flows from investing activities

 

(1,080)

(258)

Cash flows from financing activities

 

Interest paid

8

(2,100)

-

Proceeds from bank borrowing draw downs

 

-

821

Repayment of bank borrowing

 

(821)

-

Net cash flows from financing activities

 

(2,921)

821

Net increase in cash and cash equivalents

 

1,944

2,093

Beginning of period

 

2,093

-

End of period

 

4,037

2,093

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
6 Kingsland Trading Estate
St Phillips Road
Bristol
BS2 0JZ

The Group consists of Topsmiths Limited and its single subsidiary Cakesmiths Group Limited.

The principal activity of the company is that of a holding company. The principal activity of the group is the manufacture and sale of pastry goods, bread and cakes.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are prepared in sterling which is the functional currency of the entity.

Going concern

The directors have prepared forecasts covering at least the next 12 months from the datte of approval of these financial statements and consider that it is appropriate to prepare the financial statements on a going concern basis.

Summary of disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented,
(b) No cashflow statement has been presented for the company,
(c) Disclosures in respect of financial instruments have not been presented,
(d) No disclosure has been given for the aggregate remuneration of key management personnel..

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

2

Accounting policies (continued)

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 28 January 2024. The only subsidiary undertaking in this period and the prior period being Cakesmiths Group Ltd.

The results of subsidiaries acquired or disposed of during the period are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome.

Significant judgements

The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

Stock is included at the cost required to bring the item to its finished state.

Key sources of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Depreciation is based on the estimated useful life of the relevant asset.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

2

Accounting policies (continued)

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Building improvements

10% or 25% straight line

Fixtures and fittings

10% or 25% straight line

Plant and machinery

10% or 25% straight line

Computer equipment

50% straight line

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

2

Accounting policies (continued)

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Business combinations

Business combinations are accounted for using the purchase method.

The cost of a business combination is measured as the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly attributable to the business combination.

Where control is achieved in stages, the cost of the business combination is the aggregate of the fair values of the assets given, liabilities incurred or assumed, and equity instruments issued at the date of each transaction in the series.

Where the business combination requires an adjustment to the cost contingent on future events, the estimated amount of that adjustment is included in the cost of the combination at the acquisition date providing it is probable and can be measured reliably. Where it is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration is treated as an adjustment to the cost of the combination. If such expected future events do not occur, or the estimate needs to be revised, the cost of the business combination is adjusted accordingly. The unwinding of any discounting is recognised as a finance cost in profit or loss in the period it arises.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

2

Accounting policies (continued)

Asset class

Amortisation method and rate

Goodwill

10% straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. In the statement of financial position, bank overdrafts are shown within borrowing or current liabilities

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Costs include all costs of purchase, costs of conversion and other costs incurred in bringing the stocks to their present location and condition. .

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the statement of comprehensive income over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

2

Accounting policies (continued)

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.

Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

2

Accounting policies (continued)

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment.


Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

3

Turnover

The analysis of the group's turnover for the period from continuing operations is as follows:

2024
£ 000

2023
£ 000

Sale of goods

22,853

14,023

The whole of the turnover is attributable to the principal activity of the group. The group made sales of £63,380 (2023: £110,2710) to customers in the EU, the remainder to customers in the United Kingdom.

4

Other operating income

The analysis of the group's other operating income for the period is as follows:

2024
£ 000

2023
£ 000

Miscellaneous other operating income

3

19

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

5

Other gains and losses

The analysis of the group's other gains and losses for the period is as follows:

2024
£ 000

2023
£ 000

Loss on disposal of tangible assets

(4)

-

6

Operating profit

Arrived at after charging/(crediting)

2024
£ 000

2023
£ 000

Depreciation expense

512

270

Amortisation expense

1,574

1,312

Foreign exchange losses

2

1

Loss on disposal of property, plant and equipment

4

-

7

Other interest receivable and similar income

2024
£ 000

2023
£ 000

Interest income on bank deposits

20

2

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

8

Interest payable and similar expenses

2024
£ 000

2023
£ 000

Interest on bank overdrafts and borrowings

-

1

Interest on obligations under finance leases and hire purchase contracts

-

1

Interest on debenture loans

2,070

1,572

Other interest payable

30

48

2,100

1,622

9

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£ 000

2023
£ 000

Wages and salaries

4,574

3,132

Social security costs

444

267

Pension costs, defined contribution scheme

92

52

5,110

3,451

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

2024
No.

2023
No.

Production

125

128

Administration and support

42

45

167

173

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

10

Directors' remuneration

The directors' remuneration for the period was as follows:

2024
£ 000

2023
£ 000

Remuneration

485

419

Contributions paid to defined contribution pension plans

18

5

503

424

In respect of the highest paid director:

2024
£ 000

2023
£ 000

Remuneration

203

102

Company contributions to money purchase pension schemes

1

1

11

Auditors' remuneration

2024
£ 000

2023
£ 000

Audit of these financial statements

6

15

Audit of the financial statements of subsidiaries of the company pursuant to legislation

15

4

21

19


 

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

12

Taxation

Tax charged/(credited) in the consolidated statement of comprehensive income

2024
£ 000

2023
£ 000

Current taxation

UK corporation tax

482

-

Deferred taxation

Arising from write-down or reversal of write-down of deferred tax asset

289

(224)

Tax expense/(receipt) in the income statement

771

(224)

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 24.01% (2023 - 19%). This is lower than the standard rate of corporation tax of 25%, as the standard rate increase occurred from 1 April, during the current period of these accounts.

The differences are reconciled below:

2024
£ 000

2023
£ 000

Loss before tax

(81)

(855)

Corporation tax at standard rate

(19)

(162)

Tax decrease from effect of capital allowances and depreciation

(87)

(124)

Deferred tax increase/(decrease) from other short-term timing differences

196

(224)

Effect of expense not deductible in determining taxable profit (tax loss)

713

389

Tax increase from effect of unrelieved tax losses carried forward

-

169

Tax decrease arising from group relief

(124)

(67)

Deferred tax expense from unrecognised temporary difference from a prior period

92

-

Further item of tax decrease - employee share acquisition relief

-

(205)

Total tax charge/(credit)

771

(224)

Deferred tax

Group

Deferred tax assets and liabilities

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

12

Taxation (continued)

2024

Asset
£ 000

Liability
£ 000

Accelerated capital allowances

-

270

-

270

2023

Asset
£ 000

Liability
£ 000

Accelerated capital allowances

-

203

Unused tax losses

222

-

222

203

13

Intangible assets

Group

Goodwill
 £ 000

Cost or valuation

At 30 January 2023

15,740

At 28 January 2024

15,740

Amortisation

At 30 January 2023

1,312

Amortisation charge

1,574

At 28 January 2024

2,886

Carrying amount

At 28 January 2024

12,854

At 29 January 2023

14,428

Company

The company has no intangible assets

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

14

Tangible assets

Group

Building improvements
£ 000

Fixtures and fittings
£ 000

Plant and machinery
£ 000

Computer equipment
£ 000

Total
£ 000

Cost or valuation

At 30 January 2023

1,378

1,309

-

112

2,799

Additions

470

89

484

37

1,080

Disposals

-

(2)

(33)

-

(35)

Transfers

-

(1,062)

1,062

-

-

At 28 January 2024

1,848

334

1,513

149

3,844

Depreciation

At 30 January 2023

543

447

-

72

1,062

Charge for the period

151

40

278

43

512

Eliminated on disposal

-

(1)

(30)

-

(31)

Transfers

-

(357)

357

-

-

At 28 January 2024

694

129

605

115

1,543

Carrying amount

At 28 January 2024

1,154

205

908

34

2,301

At 29 January 2023

835

862

40

-

1,737

In the prior year the Building improvements had been reported as Freehold property, which has been corrected here.

The directors have adjusted the classification of certain fixed assets to give a fairer presentation, the lines affected show as Transfers above.

Company

The company has no tangible assets.

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

15

Investments

Group

The group had no fixed asset investments at 31 March 2024.

Company

Subsidiaries

£ 000

Cost or valuation

At 30 January 2023

17,908

Carrying amount

At 28 January 2024

17,908

At 29 January 2023

17,908

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Cakesmiths Group Ltd

United Kingdom

Ordinary

100%

100%

16

Stocks

 

Group

Company

2024
£ 000

2023
£ 000

2024
£ 000

2023
£ 000

Raw materials and consumables

313

346

-

-

Finished goods and goods for resale

856

432

-

-

1,169

778

-

-

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

17

Debtors

 

Group

Company

2024
£ 000

2023
£ 000

2024
£ 000

2023
£ 000

Trade debtors

1,259

827

-

-

Other debtors

278

349

139

73

Prepayments

601

133

-

7

 

2,138

1,309

139

80

18

Creditors

   

Group

Company

Note

2024
£ 000

2023
£ 000

2024
£ 000

2023
£ 000

Loans and borrowings

19

15,225

16,046

15,225

16,046

Trade creditors

 

1,772

1,284

204

9

Amounts due to related parties

-

-

1,854

609

Social security and other taxes

 

130

91

50

-

Outstanding defined contribution pension costs

 

22

20

-

-

Other payables

 

26

227

-

-

Accruals

 

4,531

1,803

3,947

1,592

Income tax liability

12

482

-

-

-

 

22,188

19,471

21,280

18,256

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

19

Loans and borrowings

Current loans and borrowings

 

Group

Company

2024
£ 000

2023
£ 000

2024
£ 000

2023
£ 000

Bank borrowings

-

821

-

821

Debenture loans

15,225

15,225

15,225

15,225

15,225

16,046

15,225

16,046

The debenture loans and related accrued interest was repaid in full subsequent to the year-end. For details of this see Note 27.

The debenture loans were secured by a fixed and floating charge against all of the group's property and assets. A charge existed for this as at the year-end, for details of this see Note 26. This security was released when the loans were repaid subsequent to the year-end.

20

Provisions for liabilities

Group

Deferred tax
£ 000

At 30 January 2023

(19)

Increase (decrease) in existing provisions

67

Utilisation of losses

222

At 28 January 2024

270

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

21

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £91,837 (2023 - £51,625).

Contributions totalling £21,904 (2023 - £20,482) were payable to the scheme at the end of the period and are included in creditors.

22

Share capital

Allotted, called up and fully paid shares

2024

2023

No. 000

£ 000

No. 000

£ 000

Ordinary A shares of £0.05 each

212

11

212

11

Ordinary B shares of £0.50 each

39

19

39

19

Ordinary C1 shares of £0.05 each

47

2

47

2

Ordinary C2 shares of £0.05 each

6

-

6

-

Ordinary C3 shares of £0.05 each

57

3

57

3

362

35

362

35

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

22

Share capital (continued)

Rights, preferences and restrictions

The holders of the A shares are not entitled to more than 49.99% of the voting rights in the company. All share classes are entitled to a dividend totalling 15% of the net profits after five years.

The C1 shares have an additional right to a return of capital at the expense of the A shares. Otherwise, the shares rank equally in voting rights and the right to a return of capital.

23

Reserves

Company

Profit and loss account

This reserve records retained earnings and accumulated losses.

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

24

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£ 000

2023
£ 000

Not later than one year

284

223

Later than one year and not later than five years

1,059

693

Later than five years

561

665

1,904

1,581

The amount of non-cancellable operating lease payments recognised as an expense during the period was £273,387 (2023 - £182,074).

 

Topsmiths Limited

Notes to the Financial Statements for the Period from 30 January 2023 to 28 January 2024 (continued)

25

Analysis of changes in net debt

Group

At 30 January 2023
£ 000

Cash flows
£ 000

At 28 January 2024
£ 000

Cash and cash equivalents

Cash

2,093

1,944

4,037

Borrowings

Short term borrowings

(16,046)

821

(15,225)

 

(13,953)

2,765

(11,188)

26

Charges

As at the year-end there were two outstanding charges for LDC (Managers) Ltd who had entitlement over all patents, registered and unregistered, trade and service. These charges were satisfied subsequent to the year-end on 6 February 2024.

27

Subsequent events

Following the acquisition of the group by Boncolac on 30 January 2024, the debenture loan was settled in full at face value £15,225,000 plus accrued interest of £3,660,000, totalling £18,885,000.

The ultimate controlling party of Topsmiths Ltd became the ultimate parent of Boncolac on acquisition, being WPEF VII Holding Cooperatief W.A.