Company registration number 01363519 (England and Wales)
MINORFERN LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
MINORFERN LIMITED
COMPANY INFORMATION
Directors
Mr NJ Holland
Mrs H Holland
Mr DS Murray
Secretary
Mrs H Holland
Company number
01363519
Registered office
Holland House
Furnace Hill Road
Clay Cross
Chesterfield
Derbyshire
United Kingdom
S45 9NF
Auditor
BHP LLP
2 Rutland Park
Sheffield
S10 2PD
MINORFERN LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 8
Profit and loss account
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 26
MINORFERN LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -

The Directors present the strategic report for the year ended 30 April 2024.

Review of the business

The company continues to operate a customer focussed sales strategy, supplying a comprehensive range of high quality motor vehicle parts and accessories through our network of 12 branches and online.

Key performance indicators

The Directors use a range of financial and non-financial performance measures to monitor and manage the business.

The key financial measures of our success are turnover, gross profit, net profit, and cash generation.

The non-financial measures of the business focus upon our current market share, customer service levels and staff productivity and turnover, and the continued strong partnerships with our key customers and suppliers.

Development and performance

Turnover has increased by 11.7% to £42.1m (2023: £37.7 million). Despite continued pressure on operating costs, profit after tax has increased by 8.0% to £3.9m (2023: £3.6m).

Financial position at the reporting date

The balance sheet shows that the net assets have increased from £15.3m to £18.9m.

 

Future Developments

The Directors believe that the forthcoming financial year will be another year of concentrating on continued growth in sales to help sustain our position in the current market. Investing in training and development of employees will continue to be key for the ongoing growth of the Company.

Other information and explanations

Principal risks and uncertainties

The Directors continually monitor the key risks to the Company together with assessing controls used for managing these risks.

The principal risks and uncertainties facing the Company continue to be local competition, changes in consumer spending patterns, and the reliance on key suppliers.

These risks are mitigated through continual product range development and close monitoring of business performance by the Directors.

As with any business which grants customers credit terms, these payments may not be received when they fall due. This risk is mitigated through use of credit checks, close monitoring of credit limits and implementation of an effective credit control policy. In addition the company maintains cash reserves as well as overdraft and other credit facilities

S172 statement
Engaging with stakeholders

The success of our business is dependent on the support of all of our stakeholders. Building positive relationships with stakeholders who share our values is important to us, and working together towards shared goals assists us in delivering long term sustainable success.

Shareholders

Our shareholders are actively involved in the day to day management of our business as well as through monthly Board meetings. The knowledge and experience of our shareholders is integral to, and plays a key role in, all elements of our business.

MINORFERN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -
Employees

We rely on the skill, expertise and positive attitude of our employees to underpin the success of our business. All employees, through department managers, are updated monthly on business performance. In addition, senior management operates an open door policy and welcomes all employee feedback at any time. Our steering group, comprising a cross section of staff from across the business meets quarterly with all suggestions considered at Board level.

The Company has built a network of trained mental health first aiders to support employee wellbeing.

Customers

Our Company vision ‘to offer first class customer service, great value, quality product, delivered on time, every time’ focuses on all elements of the service we offer to our customers. Our customer base is key to the success of our business and we continue to invest in all parts of the customer journey to optimise the customer experience

Suppliers

Directors are actively engaged in building and maintaining long lasting supplier relationships. The Directors consider our suppliers to be key partners and value our ongoing partnerships. The Company’s directors are actively involved in the RAPID and TEMOT buying groups which provide the conduit to preserve and grow these relationships.

Communities

We are proud to be a part of the local communities in which each of our branches operates. We have partnered with several charities during the financial year and undertaken fundraising events which have been extremely well supported by our employees.

During the year we have established the Minorfern Foundation to support small charities which are close to our branches and important to our employees.

 

On behalf of the board

Mr NJ Holland
Director
19 September 2024
MINORFERN LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -

The directors present their annual report and financial statements for the year ended 30 April 2024.

Principal activities

The company continues to operate a customer focussed sales strategy, supplying a comprehensive range of high quality motor vehicle parts and accessories through our network of 12 branches and online.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £300,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr NJ Holland
Mrs H Holland
Mr DS Murray
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

Auditor

BHP LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
4,656,620
4,757,315
MINORFERN LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
18.23
15.25
- Fuel consumed for owned transport
899.24
961.24
917.47
976.49
Scope 2 - indirect emissions
- Electricity purchased
140.83
121.82
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
26.90
14.60
Total gross emissions
1,085.20
1,112.91
Intensity ratio
Tonnes CO2e per £million turnover
25.72
29.44
Quantification and reporting methodology

We have followed the GHG Protocol Corporate Accounting and Reporting Standard and the 2013 UK Government Environmental Reporting Guidelines (updated March 2019). We have used the 2022 UK Government’s Conversion Factors for Company Reporting. The energy efficiency narrative methodology has been created based on energy management best practice.

Intensity measurement

The metric used is tonnes of CO2 equivalent per million pounds of turnover. This measure is considered as being most representative of the size of the organisation. The resulting intensity ratio should best reflect changes in the operations and energy consumption over time.

Measures taken to improve energy efficiency

We are taking several initiatives to improve our energy efficiency and reduce our carbon emissions, such as:

MINORFERN LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 5 -
Statement of directors' responsibilities

The directors are responsible 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr NJ Holland
Director
19 September 2024
MINORFERN LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MINORFERN LIMITED
- 6 -
Opinion

We have audited the financial statements of Minorfern Limited (the 'company') for the year ended 30 April 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

MINORFERN LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MINORFERN LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

MINORFERN LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MINORFERN LIMITED (CONTINUED)
- 8 -

To address the risks of fraud through management bias and override controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Adrian Staniforth
Senior Statutory Auditor
For and on behalf of BHP LLP
19 September 2024
Chartered Accountants
Statutory Auditor
2 Rutland Park
Sheffield
S10 2PD
MINORFERN LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
42,107,608
37,699,676
Cost of sales
(21,909,920)
(20,250,292)
Gross profit
20,197,688
17,449,384
Distribution costs
(10,728,643)
(9,354,685)
Administrative expenses
(4,350,118)
(3,721,969)
Other operating income
110,959
102,836
Operating profit
4
5,229,886
4,475,566
Interest receivable and similar income
8
12,592
8,097
Interest payable and similar expenses
9
(22,726)
(3,797)
Profit before taxation
5,219,752
4,479,866
Tax on profit
10
(1,305,950)
(855,084)
Profit for the financial year
3,913,802
3,624,782

The profit and loss account has been prepared on the basis that all operations are continuing operations.

MINORFERN LIMITED
BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
1,981,078
1,993,399
Current assets
Stocks
14
9,050,558
8,823,614
Debtors
15
12,035,899
9,376,241
Cash at bank and in hand
2,850,126
1,520,763
23,936,583
19,720,618
Creditors: amounts falling due within one year
16
(6,747,623)
(6,114,781)
Net current assets
17,188,960
13,605,837
Total assets less current liabilities
19,170,038
15,599,236
Provisions for liabilities
Deferred tax liability
18
222,000
265,000
(222,000)
(265,000)
Net assets
18,948,038
15,334,236
Capital and reserves
Called up share capital
20
100
100
Capital redemption reserve
21
40
-
0
Profit and loss reserves
18,947,898
15,334,136
Total equity
18,948,038
15,334,236
The financial statements were approved by the board of directors and authorised for issue on 19 September 2024 and are signed on its behalf by:
Mr NJ Holland
Director
Company registration number 01363519 (England and Wales)
MINORFERN LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 11 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 May 2022
100
-
0
12,359,354
12,359,454
Year ended 30 April 2023:
Profit and total comprehensive income
-
-
3,624,782
3,624,782
Dividends
11
-
-
(650,000)
(650,000)
Balance at 30 April 2023
100
-
0
15,334,136
15,334,236
Year ended 30 April 2024:
Profit and total comprehensive income
-
-
3,913,802
3,913,802
Dividends
11
-
-
(300,000)
(300,000)
Redemption of shares
20
-
0
40
(40)
-
0
Balance at 30 April 2024
100
40
18,947,898
18,948,038
MINORFERN LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
3,410,267
1,453,574
Interest paid
(22,726)
(3,797)
Income taxes paid
(1,214,983)
(604,646)
Net cash inflow from operating activities
2,172,558
845,131
Investing activities
Purchase of tangible fixed assets
(667,368)
(788,331)
Proceeds from disposal of tangible fixed assets
20,948
5,004
Interest received
12,592
-
Net cash used in investing activities
(633,828)
(783,327)
Financing activities
Repayment of preference shares
(40)
-
0
Amount introduced by directors
419,902
742,242
Amount withdrawn by directors
(329,229)
(694,736)
Dividends paid
(300,000)
(650,000)
Net cash used in financing activities
(209,367)
(602,494)
Net increase/(decrease) in cash and cash equivalents
1,329,363
(540,690)
Cash and cash equivalents at beginning of year
1,520,763
2,061,453
Cash and cash equivalents at end of year
2,850,126
1,520,763
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 13 -
1
Accounting policies
Company information

Minorfern Limited is a private company limited by shares incorporated in England and Wales. The registered office is Holland House, Furnace Hill Road, Clay Cross, Chesterfield, Derbyshire, United Kingdom, S45 9NF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principle accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
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, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery 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.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses 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, which is five years.

1.5
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:

Land and freehold property
Land - nil, Property - straight line over 50 years
Short leasehold property
Straight line over 50 years
Long leasehold and improvements
Straight line over 50 years or 20% straight line
Fixtures and Fittings
20% Straight line or 33% reducing balance
Motor Vehicles
33% Straight Line or 33% reducing balance

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 credited or charged to profit or loss.

MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 14 -
1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

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 or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
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.

1.9
Financial instruments

The company 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.

MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 15 -
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 or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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 liabilities

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.

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 obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 16 -
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 profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 17 -
1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the date foreign currency is purchased to settle the invoices.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

There are estimates around the useful economic lives of tangible assets. The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets.

 

The company receives retrospective rebates from certain suppliers and estimates these based on volume of products purchased.

 

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Car and commercial motor factors
42,107,608
37,699,676
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
42,107,608
37,699,676
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
3
Turnover and other revenue
(Continued)
- 18 -
2024
2023
£
£
Other revenue
Interest income
12,592
8,097
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Depreciation of owned tangible fixed assets
674,351
609,852
Profit on disposal of tangible fixed assets
(15,610)
(5,004)
Operating lease charges
815,016
831,684
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
19,830
19,250
For other services
Taxation compliance services
3,060
2,970
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Administration and support
31
29
Sales
322
304
Total
353
333

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
9,576,511
8,431,125
Social security costs
853,112
779,527
Pension costs
299,020
144,033
10,728,643
9,354,685
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 19 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
148,015
158,751
Company pension contributions to defined contribution schemes
136,789
3,399
284,804
162,150

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
12,592
8,097
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
12,592
8,097
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
22,726
161
Other finance costs:
Other interest
-
0
3,636
22,726
3,797
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,348,950
797,084
Deferred tax
Origination and reversal of timing differences
(43,000)
58,000
Total tax charge
1,305,950
855,084
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
10
Taxation
(Continued)
- 20 -

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:

2024
2023
£
£
Profit before taxation
5,219,752
4,479,866
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.49%)
1,304,938
873,267
Tax effect of expenses that are not deductible in determining taxable profit
497
2,180
Permanent capital allowances in excess of depreciation
515
(33,401)
Deferred tax
-
0
337
Remeasurement of deferred tax changes for tax rates
-
0
12,701
Taxation charge for the year
1,305,950
855,084
11
Dividends
2024
2023
2024
2023
Per share
Per share
Total
Total
£
£
£
£
A Ordinary
Final paid
2,307.69
-
0
150,000
-
0
B Ordinary
Final paid
5,000.00
-
0
150,000
-
0
Ordinary A Redeemable
Final paid
-
55,000.00
-
550,000
Ordinary B Redeemable
Final paid
-
10,000.00
-
100,000
Total dividends
Final paid
300,000
650,000
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 21 -
12
Intangible fixed assets
Goodwill
£
Cost
At 1 May 2023 and 30 April 2024
105,000
Amortisation and impairment
At 1 May 2023 and 30 April 2024
105,000
Carrying amount
At 30 April 2024
-
0
At 30 April 2023
-
0
13
Tangible fixed assets
Land and freehold property
Short leasehold property
Long leasehold and improvements
Fixtures and Fittings
Motor Vehicles
Total
£
£
£
£
£
£
Cost
At 1 May 2023
63,470
309,000
884,735
2,489,817
1,981,457
5,728,479
Additions
-
0
-
0
137,802
156,480
373,086
667,368
Disposals
-
0
-
0
-
0
-
0
(171,759)
(171,759)
At 30 April 2024
63,470
309,000
1,022,537
2,646,297
2,182,784
6,224,088
Depreciation and impairment
At 1 May 2023
4,564
53,045
465,243
1,947,524
1,264,704
3,735,080
Depreciation charged in the year
310
6,180
126,267
194,845
346,749
674,351
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(166,421)
(166,421)
At 30 April 2024
4,874
59,225
591,510
2,142,369
1,445,032
4,243,010
Carrying amount
At 30 April 2024
58,596
249,775
431,027
503,928
737,752
1,981,078
At 30 April 2023
58,906
255,955
419,492
542,293
716,753
1,993,399
14
Stocks
2024
2023
£
£
Finished goods and goods for resale
9,050,558
8,823,614
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 22 -
15
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
3,577,180
3,481,117
Other debtors
7,523,727
4,792,833
Prepayments and accrued income
934,992
1,102,291
12,035,899
9,376,241
16
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Other borrowings
17
-
0
40
Trade creditors
3,562,664
3,393,501
Corporation tax
748,950
614,983
Other taxation and social security
870,968
846,100
Other creditors
181,142
79,946
Accruals and deferred income
1,383,899
1,180,211
6,747,623
6,114,781
17
Loans and overdrafts
2024
2023
£
£
Preference shares
-
0
40
Payable within one year
-
0
40
18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
237,000
274,000
Short term timing differences
(15,000)
(9,000)
222,000
265,000
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
18
Deferred taxation
(Continued)
- 23 -
2024
Movements in the year:
£
Liability at 1 May 2023
265,000
Credit to profit or loss
(43,000)
Liability at 30 April 2024
222,000
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
299,020
144,033

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of £1 each
65
50
65
50
B Ordinary of £1 each
30
45
30
45
C Ordinary of £1 each
5
5
5
5
100
100
100
100
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Redeemable of £1 each
-
10
-
10
Ordinary B Redeemable of £1 each
-
10
-
10
Ordinary C Redeemable of £1 each
-
10
-
10
Ordinary D Redeemable of £1 each
-
10
-
10
-
40
-
40
Preference shares classified as liabilities
-
40
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
20
Share capital
(Continued)
- 24 -

On 21 February 2024 15 ordinary B shares were reclassified to ordinary A shares and the 40 preference shares were redeemed at par.

 

The redeemable shares with a carrying amount of £nil (2023: £40) were denominated in sterling.

The redeemable shares had no voting rights and no rights to dividends other than those that maybe recommended by the company in a general meeting. The shares were redeemable at par, at any time, at the option of the holders of 30% of the ordinary shares or on cessation of employment with the company by the holder of the shares.

Ordinary A, B and C shares have the following rights, preferences and restrictions:

Each share is entitled to one vote in any circumstances and each share is also entitled pari passu to dividend payments or any other distribution, including a distribution arising form a winding up of the company.

21
Capital redemption reserve

Following the re-purchase of shares by the company this is the nominal value of the repurchased shares that are non-distributable to shareholders.

22
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
264,268
242,941
Between two and five years
460,606
562,463
In over five years
101,359
211,237
826,233
1,016,641
23
Directors' transactions

Dividends totalling £300,000 (2023 - £650,000) were paid in the year in respect of shares held by the company's directors.

Included in accruals is £47,098 (2023: £24,438) of interest owed to directors.

 

 

 

Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Mr NJ Holland -
10.00
42,954
269,902
(179,229)
133,627
Mrs H Holland -
10.00
-
150,000
(150,000)
-
42,954
419,902
(329,229)
133,627
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 25 -
24
Related party transactions

Entities with control, joint control or significant influence over the entity

 

Holland Trinity Limited

 

During the year the company made direct payments to suppliers on behalf of Holland Trinity amounting to £65,072 (2023 - £22,929).

 

The company rented property from Holland Trinity Limited and the total rents paid during the year amounted to £376,486 (2023 - £376,486).

 

Insurance totalling £11,259 (2023 - £nil) was charged to the company by Holland Trinity.

 

Included within other debtors is a balance due from Holland Trinity Limited at the period end of £7,523,727 (2023 - £4,792,833).

 

Other related parties

 

Standard Life Trustee Company Limited

 

The company rented property from the Standard Life Trustee Company Limited which holds a pension scheme set up for H Holland. Rent paid by the company in the year amounted to £65,500 (2023 - £65,500).

25
Ultimate controlling party

The ultimate controlling party is N J Holland.

26
Cash generated from operations
2024
2023
£
£
Profit for the year after tax
3,913,802
3,624,782
Adjustments for:
Taxation charged
1,305,950
855,084
Finance costs
22,726
3,797
Investment income
(12,592)
(8,097)
Gain on disposal of tangible fixed assets
(15,610)
(5,004)
Depreciation and impairment of tangible fixed assets
674,351
609,852
Movements in working capital:
Increase in stocks
(226,944)
(727,061)
Increase in debtors
(2,659,658)
(2,689,308)
Increase/(decrease) in creditors
408,242
(210,471)
Cash generated from operations
3,410,267
1,453,574
MINORFERN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 26 -
27
Analysis of changes in net funds
1 May 2023
Cash flows
30 April 2024
£
£
£
Cash at bank and in hand
1,520,763
1,329,363
2,850,126
Borrowings excluding overdrafts
(40)
40
-
1,520,723
1,329,403
2,850,126
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