REGISTERED NUMBER: 14769015 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
FOR |
NSON LIMITED |
REGISTERED NUMBER: 14769015 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
FOR |
NSON LIMITED |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 3 |
Report of the Independent Auditors | 5 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
NSON LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
DIRECTOR: |
REGISTERED OFFICE: |
BUSINESS ADDRESS: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Gary Brown (FCCA) |
INDEPENDENT AUDITORS: |
Statutory Auditor |
Highland House, Mayflower Close |
Chandlers Ford |
Eastleigh |
Hampshire |
SO53 4AR |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
The director presents his strategic report of the company and the group for the period 30 March 2023 to 31 March 2024. |
REVIEW OF BUSINESS |
During the year the NSON Group has focused on maintaining sales, controlling margins and investing cash reserves. |
The NSON Group has maintained its global IP portfolio, as well as filing new IP this year and launching a new innovative and patented coffee grinder (Duo). |
The NSON Group have now successfully used its first "final patent granted status" on its primary patent, to qualify NDC & Niche for Patent Box Corporation Tax relief. |
The NSON Group have now successfully launched the 63C Zero Coffee Grinder in China and received significant royalty payments through a Royalty Contract Partnership with XNMT. |
PRINCIPAL RISKS AND UNCERTAINTIES |
As far as the directors are aware NSON Group does not face any risks or uncertainties, other than the continuing challenges associated with the current global economic climate and associated currency exchange rates (Pound, Dollar, Euro and RMB). |
POSITION AT THE END OF YEAR |
The NSON group balance sheet has increased healthily due to the retention of profits from its subsidiaries. This was despite the investments made in Niche Coffee Ltd, increase in staff levels, advertising, and stock held in the UK, and the development of new coffee related products. |
The directors expect continued strong performance in the foreseeable future and continue to carefully monitor cash flow, global exchange rates and future product order quantities. |
Analysis of KPI's |
In a difficult global market NSON Group: |
Increased shareholder funds. |
Reduced annual grinder unit sales. |
Increased profit margins. |
Launched new innovative flat burr grinder and launched current conical grinder in China. |
Strengthened its IP portfolio. |
Developed a clear strategy and process for future new product development. |
ON BEHALF OF THE BOARD: |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
REPORT OF THE DIRECTOR |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
The director presents his report with the financial statements of the company and the group for the period 30 March 2023 to 31 March 2024. |
INCORPORATION |
The group was incorporated on 30 March 2023 and commenced trading on 1 April 2023. |
DIVIDENDS |
Interim dividends per share were paid during the period as follows: |
Ordinary A £1 | - | £80000 |
Ordinary B £1 | - | £76000 |
Ordinary C £1 | - | £3000 |
Ordinary D £1 | - | £37178 |
The total distribution of dividends for the period ended 31 March 2024 will be £ 196,178 . |
DIRECTOR |
POLITICAL DONATIONS AND EXPENDITURE |
Donations made in the year were not political. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
REPORT OF THE DIRECTOR |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, HWB Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NSON LIMITED |
Opinion |
We have audited the financial statements of NSon Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NSON LIMITED |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NSON LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
Extent to which the audit was capable of detecting irregularities, including fraud |
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. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the industry in which it operates. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Principles and the relevant tax compliance regulations for the company. |
- We obtained an understanding of how the group complying with these frameworks through discussions with management. |
- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence. |
- We assessed the susceptibility of the group's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature. |
- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the group operates in, and their practical experience through training and participation with audit engagements of a similar nature. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NSON LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
Highland House, Mayflower Close |
Chandlers Ford |
Eastleigh |
Hampshire |
SO53 4AR |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
CONSOLIDATED INCOME STATEMENT |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
Notes | £ |
TURNOVER | 3 | 10,208,875 |
Cost of sales | (4,085,890 | ) |
GROSS PROFIT | 6,122,985 |
Administrative expenses | (895,621 | ) |
5,227,364 |
Other operating income | 137,134 |
OPERATING PROFIT | 5 | 5,364,498 |
Income from fixed asset investments | 162 |
Interest receivable and similar income | 156,835 |
5,521,495 |
Gain/loss on revaluation of investments | 8,171 |
PROFIT BEFORE TAXATION | 5,529,666 |
Tax on profit | 6 | (400,573 | ) |
PROFIT FOR THE FINANCIAL PERIOD |
Profit attributable to: |
Owners of the parent | 4,412,302 |
Non-controlling interests | 716,791 |
5,129,093 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
Notes | £ |
PROFIT FOR THE PERIOD | 5,129,093 |
OTHER COMPREHENSIVE INCOME |
Minority interest transfer | (1,737,585 | ) |
Income tax relating to other comprehensive income |
- |
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
(1,737,585 |
) |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
3,391,508 |
Total comprehensive income attributable to: |
Owners of the parent | 2,674,717 |
Non-controlling interests | 716,791 |
3,391,508 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
CONSOLIDATED BALANCE SHEET |
31 MARCH 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | (8,393,660 | ) |
Tangible assets | 11 | 65,378 |
Investments | 12 | - |
(8,328,282 | ) |
CURRENT ASSETS |
Stocks | 13 | 3,455,526 |
Debtors | 14 | 2,004,776 |
Investments | 15 | 87,603 |
Cash at bank | 8,089,949 |
13,637,854 |
CREDITORS |
Amounts falling due within one year | 16 | 353,657 |
NET CURRENT ASSETS | 13,284,197 |
TOTAL ASSETS LESS CURRENT LIABILITIES | 4,955,915 |
PROVISIONS FOR LIABILITIES | 17 | 22,196 |
NET ASSETS | 4,933,719 |
CAPITAL AND RESERVES |
Called up share capital | 18 | 804 |
Retained earnings | 19 | 2,478,539 |
SHAREHOLDERS' FUNDS | 2,479,343 |
NON-CONTROLLING INTERESTS | 20 | 2,454,376 |
TOTAL EQUITY | 4,933,719 |
The financial statements were approved by the director and authorised for issue on 11 November 2024 and were signed by: |
Mr M J Nicholson - Director |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
COMPANY BALANCE SHEET |
31 MARCH 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 14 |
Investments | 15 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 16 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 6,431,843 |
The financial statements were approved by the director and authorised for issue on |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
Called up |
share | Retained | Non-controlling | Total |
capital | earnings | Total | interests | equity |
£ | £ | £ | £ | £ |
Changes in equity |
Issue of share capital | 804 | - | 804 | - | 804 |
Dividends | - | (196,178 | ) | (196,178 | ) | - | (196,178 | ) |
Total comprehensive income | - | 2,674,717 | 2,674,717 | 716,791 | 3,391,508 |
804 | 2,478,539 | 2,479,343 | 716,791 | 3,196,134 |
Non-controlling interest arising on business combination |
- |
- |
- |
1,737,585 |
1,737,585 |
Balance at 31 March 2024 | 804 | 2,478,539 | 2,479,343 | 2,454,376 | 4,933,719 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | - |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2024 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
Notes | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 3,724,470 |
Taxation paid | (582,274 | ) |
Net cash from operating activities | 3,142,196 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (104,667 | ) |
Purchase of tangible fixed assets | (7,483 | ) |
Net cash to acquire subsidiaries | 5,097,642 |
Interest received | 156,835 |
Dividends received | 162 |
Net cash from investing activities | 5,142,489 |
Cash flows from financing activities |
Amount introduced by directors | 638 |
Share issue | 804 |
Equity dividends paid | (196,178 | ) |
Net cash from financing activities | (194,736 | ) |
Increase in cash and cash equivalents | 8,089,949 |
Cash and cash equivalents at beginning of period |
2 |
- |
Cash and cash equivalents at end of period | 2 | 8,089,949 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
£ |
Profit before taxation | 5,529,666 |
Depreciation charges | (869,365 | ) |
Loss on disposal of fixed assets | 992 |
Gain on revaluation of fixed assets | (8,171 | ) |
Listed investments | 87,603 |
Finance income | (156,997 | ) |
4,583,728 |
Increase in stocks | (723,478 | ) |
Decrease in trade and other debtors | 1,631,614 |
Decrease in trade and other creditors | (1,767,394 | ) |
Cash generated from operations | 3,724,470 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Period ended 31 March 2024 |
31.3.24 | 30.3.23 |
£ | £ |
Cash and cash equivalents | 8,089,949 | - |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 30.3.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank | - | 8,089,949 | 8,089,949 |
- | 8,089,949 | 8,089,949 |
Liquid resources |
Current asset investments | - | 87,603 | 87,603 |
- | 87,603 | 87,603 |
Total | - | 8,177,552 | 8,177,552 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
1. | STATUTORY INFORMATION |
NSon Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with FRS 102 The Financial Reporting Standards 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 group. Monetary amounts in these financial statements are rounded to the nearest £1. |
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below. |
The consolidated financial statements incorporate those of Nicholson Design Consultants Ltd and Niche Coffee Limited (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries are consolidated using the purchase method. |
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
Basis of consolidation |
In the group company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. |
In the parent company's financial statements, investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment. |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover represents amounts received for goods delivered net of VAT where applicable. |
Turnover also represents amounts receivable on royalties net of VAT. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Plant and machinery | - |
Motor vehicles | - |
Computer equipment | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
For stock items which are interchangeable, the First In, First Out (FIFO) method is utilised. |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. |
Basic financial assets, which include trade and other receivables 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 financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate if interest. |
Financial liabilities |
Financial liabilities are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. |
Equity instruments |
Basic financial assets, which include trade and other receivables 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 financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
Impairment of financial assets |
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. |
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
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 the profit and loss. |
Derecognition of financial assets and financial liabilities |
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
Offsetting financial assets and financial liabilities |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial assets are liabilities are offset against and the net amount reported in the balance sheet when there is an 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. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Goodwill |
Goodwill represents the difference between amounts paid on the cost of a business combination at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. |
Negative goodwill arose on the business combination in the year ended 31 March 2024. |
Goodwill is being amortised evenly over its estimated useful life of ten years. |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
£ |
Electrical domestic appliances | 9,627,538 |
Royalties | 581,337 |
10,208,875 |
An analysis of turnover by geographical market is given below: |
£ |
United Kingdom | 1,763,438 |
Rest of world | 8,445,437 |
10,208,875 |
4. | EMPLOYEES AND DIRECTORS |
£ |
Wages and salaries | 618,362 |
Social security costs | 69,703 |
Other pension costs | 179,871 |
867,936 |
The average number of employees during the period was as follows: |
Directors | 1 |
Administration | 8 |
The average number of employees by undertakings that were proportionately consolidated during the period was 9 . |
£ |
Director's remuneration | 385,384 |
Director's pension contributions to money purchase schemes | 60,000 |
Information regarding the highest paid director is as follows: |
£ |
Emoluments etc | 385,384 |
Pension contributions to money purchase schemes | 60,000 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
£ |
Hire of plant and machinery | 14,264 |
Depreciation - owned assets | 24,804 |
Loss on disposal of fixed assets | 992 |
Goodwill amortisation | (939,250 | ) |
Patents and licences amortisation | 41,794 |
Trade mark amortisation | 3,287 |
Auditors' remuneration | 43,209 |
Foreign exchange differences | 21,379 |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the period was as follows: |
£ |
Current tax: |
UK corporation tax | 406,154 |
Deferred tax | (5,581 | ) |
Tax on profit | 400,573 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Profit before tax | 5,529,666 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % | 1,382,417 |
Effects of: |
Income not taxable for tax purposes | (1,550 | ) |
Capital allowances in excess of depreciation | (219,156 | ) |
Patent box | (637,754 | ) |
Research & development | (115,119 | ) |
Trade mark | (2,652 | ) |
Deferred tax | (5,581 | ) |
Hybrid rate | (32 | ) |
Total tax charge | 400,573 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
6. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
Gross | Tax | Net |
£ | £ | £ |
Minority interest transfer | (1,737,585 | ) | - | (1,737,585 | ) |
7. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
8. | DIVIDENDS |
£ |
Ordinary A share of £1 |
Interim | 80,000 |
Ordinary B share of £1 |
Interim | 76,000 |
Ordinary C share of £1 |
Interim | 3,000 |
Ordinary D share of £1 |
Interim | 37,178 |
196,178 |
9. | AUDITORS' REMUNERATION |
Remuneration paid to the auditors in respect of the group audit is £25,000. |
Remuneration paid to the auditors in respect of the company audit is £6,500. |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Patents |
and | Trade |
Goodwill | licences | mark | Totals |
£ | £ | £ | £ |
COST |
Additions | (9,392,496 | ) | 75,731 | 28,936 | (9,287,829 | ) |
At 31 March 2024 | (9,392,496 | ) | 75,731 | 28,936 | (9,287,829 | ) |
AMORTISATION |
Amortisation for period | (939,250 | ) | 41,794 | 3,287 | (894,169 | ) |
At 31 March 2024 | (939,250 | ) | 41,794 | 3,287 | (894,169 | ) |
NET BOOK VALUE |
At 31 March 2024 | (8,453,246 | ) | 33,937 | 25,649 | (8,393,660 | ) |
11. | TANGIBLE FIXED ASSETS |
Group |
Plant and | Motor | Computer |
machinery | vehicles | equipment | Totals |
£ | £ | £ | £ |
COST |
Additions | 9,246 | 60,136 | 21,792 | 91,174 |
Disposals | - | - | (2,229 | ) | (2,229 | ) |
At 31 March 2024 | 9,246 | 60,136 | 19,563 | 88,945 |
DEPRECIATION |
Charge for period | 2,312 | 15,035 | 7,457 | 24,804 |
Eliminated on disposal | - | - | (1,237 | ) | (1,237 | ) |
At 31 March 2024 | 2,312 | 15,035 | 6,220 | 23,567 |
NET BOOK VALUE |
At 31 March 2024 | 6,934 | 45,101 | 13,343 | 65,378 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
12. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
Nson Limited owns 100% of the Ordinary shares in Nicholson Design Consultants Limited, who's registered office is Murrills House, 48 East Street, Portchester, Hampshire PO16 9X. |
On 1 April 2023, Nson Limited acquired 100% of the share capital of Nicholson Design Consultants Limited in a share for share exchange with no consideration paid across. This share for share exchange led to the issue of 799 Ordinary shares (issued at a par of £1) in Nson limited. |
Nicholson Design Consultants Limited provides a similar service to that of Nson Limited, earning royalty income from a factory in China which sells coffee grinders to the Chinese Market. This is based on the patented product of Nicholson Design Consultants Limited. The gain on bargain purchase (GOBP) of £1,079,158, arising from the acquisition is attributable to the lack of consideration paid for full ownership of a profitable company. The Director has estimated a useful life of ten years on the GOBP. |
Book value | Adjustment | Fair value |
Fixed assets | 639,703 | - | 639,703 |
Stock | - | - | - |
Debtors | 103,764 | - | 103,764 |
Cash | 349,752 | - | 349,752 |
Creditors | (13,262 | ) | - | (13,262 | ) |
Total identifiable assets | 1,079,957 | - | 1,079,957 |
Total consideration (shares issued at par) | 799 |
Gain on bargain purchase | (1,079,158 | ) |
Nicholson Design Consultants Limited own 80% of the Ordinary shares in Niche Coffee Limited, who's registered office is Murrills House, 48 East Street, Portchester, Hampshire PO16 9X. |
The principal activity of Niche Coffee Limited is the manufacture and retail sale of coffee grinders. |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
13. | STOCKS |
Group |
£ |
Stocks | 3,455,526 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade debtors | 338,394 |
Other debtors | 180,061 |
Tax | 219,625 |
Accrued income | 917,162 |
Prepayments | 13,919 |
Payments on account | 335,615 | - |
2,004,776 |
15. | CURRENT ASSET INVESTMENTS |
Group | Company |
£ | £ |
Listed investments | 87,603 | 87,603 |
Market value of listed investments at 31 March 2024 held by the group and the company - £ (87,603) . |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade creditors | 70,030 |
Tax | - |
VAT | 63,053 | - |
Pension control account | 922 | - |
Directors' current accounts | 2,903 | - |
Deferred income | 102,150 |
Accrued expenses | 114,599 |
353,657 |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
17. | PROVISIONS FOR LIABILITIES |
Group |
£ |
Deferred tax |
Accelerated capital allowances | 22,196 |
Group |
Deferred |
tax |
£ |
Provided during period | 22,196 |
Balance at 31 March 2024 | 22,196 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | NominalValue: | £ |
800 | Ordinary | £1 | 800 |
1 | Ordinary A | £1 | 1 |
1 | Ordinary B | £1 | 1 |
1 | Ordinary C | £1 | 1 |
1 | Ordinary D | £1 | 1 |
804 |
The following shares were issued during the period for cash at par. |
1 Ordinary share of £1 |
1 Ordinary A share of £1 |
1 Ordinary B share of £1 |
1 Ordinary C share of £1 |
1 Ordinary D share of £1 |
799 Ordinary shares were issued at par following a share for share exchange in the share capital of its subsidiary Nicholson Design Consultants Limited. This is further detailed in note 12. |
Shares rank equally for voting rights, dividends and any distribution made. |
NSON LIMITED (REGISTERED NUMBER: 14769015) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 MARCH 2023 TO 31 MARCH 2024 |
19. | RESERVES |
Group |
Retained |
earnings |
£ |
Profit for the period | 4,412,302 |
Dividends | (196,178 | ) |
Minority interest transfer | (1,737,585 | ) |
At 31 March 2024 | 2,478,539 |
20. | NON-CONTROLLING INTERESTS |
The minority interest share of the group profit after tax was £716,791. |
During the year, dividends totalling £Nil were paid to the minority interests. |
21. | PENSION COMMITMENTS |
The total pension paid in respect of defined contributions was £179,871. |
The amount owing at the balance sheet date was £922. |
22. | DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the period ended 31 March 2024: |
£ |
Mr M J Nicholson |
Balance outstanding at start of period | - |
Amounts repaid | 2,903 |
Amounts written off | - |
Amounts waived | - |
Balance outstanding at end of period | 2,903 |
23. | ULTIMATE CONTROLLING PARTY |
By virtue of his shareholding, the director, M Nicholson is considered to be the ultimate controlling party of the group. |