REGISTERED NUMBER: 12485763 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
FOR |
FSG TOOL & DIE HOLDINGS LIMITED |
REGISTERED NUMBER: 12485763 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
FOR |
FSG TOOL & DIE HOLDINGS LIMITED |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 7 |
Consolidated Statement of Profit and Loss | 11 |
Consolidated Other Comprehensive Income | 12 |
Consolidated Balance Sheet | 13 |
Company Balance Sheet | 15 |
Consolidated Statement of Changes in Equity | 16 |
Company Statement of Changes in Equity | 17 |
Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Cash Flow Statement | 19 |
Notes to the Consolidated Financial Statements | 21 |
FSG TOOL & DIE HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Dynevor House |
5-6 De La Beche Street |
Swansea |
SA1 3HA |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
The directors present their strategic report of the company and the group for the year ended 29 February 2024. |
REVIEW OF BUSINESS |
FSG Tool & Die Holdings Ltd was created to facilitate the Management Buy Out of FSG Tool & Die Ltd which was completed in May 2021. |
The buy out by the management team was the vehicle to secure the long term sustainability of the business following 60 years of family ownership. All stakeholders recognised that the family ownership model was not the appropriate long term model and this was brought into sharp focus by the Covid Pandemic. Whilst highlighting the risks to the longevity of our people, owners and staff, the progressive management of risk positioned the company ready to operate effectively in extreme circumstance. |
The buy out process was completed during the Pandemic, this was challenging but highlights the determination of all stakeholders to achieve value but also to protect the trading of the company going forward. |
The senior management team have been actively immersed in the corporate vision and values of the business for many years. This will be taken forward into the future and the strategic direction remains unaltered. We look to the future with confidence having demonstrated resilience to all stakeholders in unprecedented times. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The trading conditions have been difficult given the reduction in investments globally. This is unlikely to change in the short term. The push towards recyclable materials has bucked this trend with customers prepared to invest to meet environmental targets. The business model based on half the turnover being revenue spend items for repairs and maintenance is proven by the reduction in capital spend. The other principal risks relate to people and our own capital investment. As markets recover this will come under pressure. |
ANALYSIS OF THE DEVELOPMENT, PERFORMANCE AND POSITION OF THE BUSINESS |
The group remain focussed on core values as a business, these have been unchanged for three decades. Our trade is conducted from cash reserves, debt is low and in addition, we measure ourselves by operating profit. We balance our market penetration across five main vertical markets whilst striving for an export portfolio of 50% of turnover. The R&D activity in the last two years has been at record levels. This has been driven by market demand for environmentally friendly packaging and EV's. |
KEY FINANCIAL PERFORMANCE INDICATORS |
The group turnover year on year has increased by 2% to £8,280,224 (2023: £8,128,531) and effective cost control has seen an improved position of PBT before amortisation of negative goodwill by 50% to £434,640 (2023: £289,336). The underlying trend has been masked by the pandemic and it is one of solid growth. It is pleasing to note that cash reserves have recovered to approximately 3 months outgoings. This reflects the conclusion of projects as the pandemic ended. The final salary pension scheme closed in 2006 now shows a deficit as opposed to a small surplus in the previous year. The scheme is due a triennial valuation in the year ahead. |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
NEGATIVE GOODWILL |
The purchase price of FSG Tool & Die Ltd was substantially below the fair value of the net assets. This has given rise to 'Negative Goodwill'. |
The accounting policy for negative goodwill is set out in Note 2 and follows the rigid treatment set out in FRS 102 which is the accounting standard adopted for these accounts. Further detail is set out in Note 8 which explains the impact of this most unusual purchase and the provision provided in the Balance Sheet. It is recommended this note is read to obtain a better understanding of the Financial Statements. |
ON BEHALF OF THE BOARD: |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 29 February 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of precision engineering. |
DIVIDENDS |
No dividends will be distributed for the year ended 29 February 2024. |
RESEARCH AND DEVELOPMENT |
The group will continue to invest in its research and development activities along with external stakeholders. This long term activity enables the development of intellectual property in competitive edge manufacture that is market specific. The tapering of Government support for these activities is disappointing but will influence the level of activity. This work is a significant enabler of growth. |
FUTURE DEVELOPMENTS |
The downturn that has existed in markets recently has reinforced the need to be very agile and responsive to opportunities when they arise. The group's planning process reflects these conditions. We are constantly seeking new technology that will increase competitive edge and we have made a significant investment in early 2024. The major achievements of the past two years in two key markets are providing increased focus and almost certainly the investment will be in these areas. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 March 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
FINANCIAL INSTRUMENTS |
The group's principal financial Instruments comprise of bank balances, loans, trade debtors and creditors together with finance lease arrangements. The main purpose of these instruments is to raise funds for the group's operations and to finance group operations. |
Price Risk |
Due to the nature of the financial instruments used by the group there is no major exposure to price risk. The group loan and leasing arrangements are covered by fixed and monthly repayments. |
Credit Risk |
The group's exposure to credit risk is low due to plentiful cash reserves and strong project trading to pay the fixed repayments. The strong performance by the group means there is low risk of any covenant being breached. |
Liquidity Risk |
The group manages liquidity risk by ensuring there are sufficient funds to meet repayments and working capital requirements. Trade debtors are managed by policies concerning the credit offered to its customers and the regular monitoring in place for both amount outstanding over time and the credit risk posed. |
Cashflow Risk |
The group has seen prices rise over the latter part of the financial year. The group acted swiftly and reconfigured suppliers and the respective supply chains. The group has been focussed on maintaining cashflow through the pandemic and will continue to do so beyond |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and 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 directors are 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 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
AUDITORS |
The auditors, John F. Harvey Ltd, 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 |
FSG TOOL & DIE HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of FSG Tool & Die Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 29 February 2024 which comprise the Consolidated Statement of Profit and Loss, 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 29 February 2024 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 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 directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 |
FSG TOOL & DIE HOLDINGS 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 Directors 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 Directors 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 Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FSG TOOL & DIE HOLDINGS LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company. |
- We determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting framework, the Companies Act 2006 and relevant tax compliance legislation. |
- We understood how they are complying with those legal and regulatory frameworks by making enquiries through our review of board minutes and discussion with management. |
- We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur by meeting with management to understand where it is considered there was a susceptibility of fraud. |
- Our audit planning identified fraud risks in relation to management override. We obtained an understanding of the processes and controls that the company has established to address the risks identified, or otherwise prevent, deter and detect fraud; and how management monitors those processes and controls. |
- We designed our audit procedures to detect irregularities, including fraud. Our procedures include journal transaction testing, with a focus on large or unusual transactions based on our knowledge of the business, seeking substantiation for the accounting estimates during the year and challenging the assumptions made by management in their recognition. Our audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. |
- We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
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 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 |
FSG TOOL & DIE HOLDINGS 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 |
Dynevor House |
5-6 De La Beche Street |
Swansea |
SA1 3HA |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
CONSOLIDATED |
STATEMENT OF PROFIT AND LOSS |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
TURNOVER | 8,280,224 | 8,128,531 |
Cost of sales | 5,812,192 | 5,676,850 |
GROSS PROFIT | 2,468,032 | 2,451,681 |
Distribution costs | 216,414 | 230,456 |
Administrative expenses | 1,393,591 | 786,336 |
1,610,005 | 1,016,792 |
858,027 | 1,434,889 |
Other operating income | 10,000 | 67,764 |
OPERATING PROFIT | 4 | 868,027 | 1,502,653 |
Interest receivable and similar income | 56,472 | 9,646 |
924,499 | 1,512,299 |
Interest payable and similar expenses | 5 | 51,452 | 51,079 |
Other finance costs | 19 | 82,000 | - |
133,452 | 51,079 |
PROFIT BEFORE TAXATION | 791,047 | 1,461,220 |
Tax on profit | 6 | (32,765 | ) | (28,674 | ) |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 823,812 | 1,489,894 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
CONSOLIDATED |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 823,812 | 1,489,894 |
OTHER COMPREHENSIVE INCOME |
Gain/(loss) on defined benefit pension | (61,000 | ) | (1,721,000 | ) |
Income tax relating to other comprehensive income |
89,156 |
326,990 |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
28,156 |
(1,394,010 |
) |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
851,968 |
95,884 |
Total comprehensive income attributable to: |
Owners of the parent | 851,968 | 95,884 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
CONSOLIDATED BALANCE SHEET |
29 FEBRUARY 2024 |
2024 | 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 8 | (2,215,030 | ) | (2,709,220 | ) |
Tangible assets | 9 | 2,965,124 | 3,322,813 |
Investments | 10 | - | - |
750,094 | 613,593 |
CURRENT ASSETS |
Stocks | 11 | 1,816,222 | 2,014,924 |
Debtors | 12 | 2,011,014 | 1,526,589 |
Cash at bank and in hand | 1,989,319 | 1,903,096 |
5,816,555 | 5,444,609 |
CREDITORS |
Amounts falling due within one year | 13 | (1,327,274 | ) | (1,758,826 | ) |
NET CURRENT ASSETS | 4,489,281 | 3,685,783 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
5,239,375 |
4,299,376 |
CREDITORS |
Amounts falling due after more than one year |
14 |
(1,314,605 |
) |
(1,359,575 |
) |
PROVISIONS FOR LIABILITIES | 17 | (70,000 | ) | - |
PENSION LIABILITY | 20 | (1,759,000 | ) | (1,676,000 | ) |
NET ASSETS | 2,095,770 | 1,263,801 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
CONSOLIDATED BALANCE SHEET - continued |
29 FEBRUARY 2024 |
2024 | 2023 |
Notes | £ | £ |
CAPITAL AND RESERVES |
Called up share capital | 18 | 4,000 | 5,000 |
Capital redemption reserve | 19 | 1,000 | - |
Retained earnings | 19 | 2,090,770 | 1,258,801 |
SHAREHOLDERS' FUNDS | 2,095,770 | 1,263,801 |
The financial statements were approved by the Board of Directors and authorised for issue on 21 November 2024 and were signed on its behalf by: |
L Newsham - Director |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
COMPANY BALANCE SHEET |
29 FEBRUARY 2024 |
2024 | 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 8 |
Tangible assets | 9 |
Investments | 10 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
14 |
( |
) |
( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Capital redemption reserve | 19 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 5,302 | 93,526 |
The financial statements were approved by the Board of Directors and authorised for issue on |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
Called up | Capital |
share | Retained | redemption | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 March 2022 | 5,000 | 1,162,917 | - | 1,167,917 |
Changes in equity |
Total comprehensive income | - | 95,884 | - | 95,884 |
Balance at 28 February 2023 | 5,000 | 1,258,801 | - | 1,263,801 |
Changes in equity |
Issue of share capital | (1,000 | ) | - | - | (1,000 | ) |
Total comprehensive income | - | 831,968 | 1,000 | 832,968 |
Balance at 29 February 2024 | 4,000 | 2,090,769 | 1,000 | 2,095,769 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
Called up | Capital |
share | Retained | redemption | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 March 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - |
Balance at 28 February 2023 |
Changes in equity |
Issue of share capital | ( |
) | - | - | ( |
) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 29 February 2024 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 407,966 | 913,675 |
Interest paid | (45,460 | ) | (48,180 | ) |
Interest element of hire purchase payments paid |
(5,992 |
) |
(2,899 |
) |
Tax received | 83,359 | 71,985 |
Net cash from operating activities | 439,873 | 934,581 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (92,884 | ) | - |
Purchase of tangible fixed assets | (27,508 | ) | (217,998 | ) |
Sale of tangible fixed assets | - | 2,000 |
Interest received | 56,472 | 9,646 |
Net cash from investing activities | (63,920 | ) | (206,352 | ) |
Cash flows from financing activities |
Loan repayments in year | (89,562 | ) | (86,836 | ) |
Capital repayments in year on HP | (44,168 | ) | (133,074 | ) |
Amount withdrawn by directors | (76,000 | ) | (19,000 | ) |
Share buyback | (20,000 | ) | - |
Pension paid | (60,000 | ) | (45,000 | ) |
Government grant received | - | 28,213 |
Net cash from financing activities | (289,730 | ) | (255,697 | ) |
Increase in cash and cash equivalents | 86,223 | 472,532 |
Cash and cash equivalents at beginning of year |
2 |
1,903,096 |
1,430,564 |
Cash and cash equivalents at end of year |
2 |
1,989,319 |
1,903,096 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation | 791,047 | 1,461,220 |
Depreciation charges | 56,390 | (678,659 | ) |
Profit on disposal of fixed assets | - | (2,000 | ) |
Increase/(Decrease) in provisions | 70,000 | - |
Government grants | (10,000 | ) | (53,521 | ) |
Finance costs | 133,452 | 51,079 |
Finance income | (56,472 | ) | (9,646 | ) |
984,417 | 768,473 |
Decrease/(increase) in stocks | 198,702 | (361,561 | ) |
(Increase)/decrease in trade and other debtors | (445,864 | ) | 341,402 |
(Decrease)/increase in trade and other creditors | (329,289 | ) | 165,361 |
Cash generated from operations | 407,966 | 913,675 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 29 February 2024 |
29.2.24 | 1.3.23 |
£ | £ |
Cash and cash equivalents | 1,989,319 | 1,903,096 |
Year ended 28 February 2023 |
28.2.23 | 1.3.22 |
£ | £ |
Cash and cash equivalents | 1,903,096 | 1,430,564 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
Other |
non-cash |
At 1.3.23 | Cash flow | changes | At 29.2.24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 1,903,096 | 86,223 | 1,989,319 |
1,903,096 | 86,223 | 1,989,319 |
Debt |
Finance leases | (32,269 | ) | 44,168 | - | (60,601 | ) |
Debts falling due |
within 1 year | (89,560 | ) | (2,809 | ) | - | (92,369 | ) |
Debts falling due |
after 1 year | (1,359,575 | ) | 92,371 | - | (1,267,204 | ) |
(1,481,404 | ) | 133,730 | - | (1,420,174 | ) |
Total | 421,692 | 219,953 | - | 569,145 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
1. | STATUTORY INFORMATION |
FSG Tool & Die Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The Group financial statements consolidate the financial statements of the Company and its subsidiary undertaking drawn up to 28 February. Included in the consolidation is Subsidiary FSG Tool & Die Ltd, which is controlled by the Group.The results of subsidiaries acquired are consolidated for the periods from the date on which control passed. |
Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
The company recognises revenue when: |
The amount of revenue can be reliably measured; |
it is probable that future economic benefits will flow to the entity; |
and specific criteria have been met for each of the company's activities. |
Negative goodwill |
Negative goodwill arose on the acquisition of a business in 2021. This is recognised by the excess up to the fair value of non-monetary assets acquired in profit or loss in the periods in which the non-monetary assets are recovered. Any excess exceeding the fair value of non-monetary assets acquired are recognised in profit or loss in the periods expected to benefit. |
Goodwill Amortisation: |
- Non-monetary assets are being released at different rates in accordance with the depreciation policy for each category of assets. |
- A full year is amortised in the year of acquisition. |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
2. | ACCOUNTING POLICIES - continued |
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. |
Research & development |
Research costs are expensed to the Profit and Loss Account and costs directly attributable to Development are capitalised. Development costs are subsequently measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Asset class | Depreciation method and rate |
Freehold property | 2% per annum straight line |
Plant & machinery | 10% per annum straight line |
Fixtures & fittings | at varying rates per annum straight line |
Motor vehicles | 25% per annum straight line |
Upon a business combination all assets in the acquisition company are revalued to fair value. |
Stocks |
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Profit and Loss, 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. |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
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. |
Defined benefit pension obligation |
Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. |
The liability recognised in the Balance Sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date minus the fair value of the plan assets. The defined benefit obligation is measured using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future payments by reference to market yields at the reporting date on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses are charged or credited to other comprehensive income in the period in which they arise. |
Borrowings |
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due to redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing. |
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges. |
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. |
Trade debtors |
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. |
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised costs using the effective interest method, less impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
2. | ACCOUNTING POLICIES - continued |
Trade creditors |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. |
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method. |
Cash and cash equivalents |
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. |
Share capital |
Ordinary shares are classified as equity. Equity instruments are measured at fair value of the the cash or other resources received or receivable, net of the direct costs of issuing the equity instrument. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. |
3. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 3,645,720 | 3,565,147 |
Social security costs | 372,398 | 370,497 |
Other pension costs | 186,425 | 214,837 |
4,204,543 | 4,150,481 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Production | 76 | 76 |
Administration and support | 15 | 15 |
Other departments | 8 | 8 |
2024 | 2023 |
£ | £ |
Directors' remuneration | 455,316 | 452,652 |
Directors' pension contributions to money purchase schemes | 82,423 | 133,202 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
3. | EMPLOYEES AND DIRECTORS - continued |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 4 | 5 |
Information regarding the highest paid director is as follows: |
2024 | 2023 |
£ | £ |
Emoluments etc | 116,597 | 117,976 |
Pension contributions to money purchase schemes | 17,981 | 19,526 |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Other operating leases | 22,076 | 15,793 |
Depreciation - owned assets | 390,440 | 493,226 |
Profit on disposal of fixed assets | - | (2,000 | ) |
Negative goodwill amortisation | (356,407 | ) | (1,171,885 | ) |
Development costs amortisation | 16,815 | - |
Computer software amortisation | 5,544 | - |
Auditors' remuneration | 21,587 | 23,220 |
Foreign exchange differences | 1,634 | (14,243 | ) |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Mortgage interest | 45,460 | 48,180 |
Hire purchase interest | 5,992 | 2,899 |
51,452 | 51,079 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
6. | TAXATION |
Analysis of the tax credit |
The tax credit on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
Research & development tax | (6,873 | ) | (143,712 | ) |
Deferred tax: |
Deferred tax | (51,783 | ) | 115,038 |
Tax rate change | 25,891 | - |
Total deferred tax | (25,892 | ) | 115,038 |
Tax on profit | (32,765 | ) | (28,674 | ) |
UK corporation tax was charged at 19 %) in 2023. |
Reconciliation of total tax credit included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Profit before tax | 791,047 | 1,461,221 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
197,762 |
277,632 |
Effects of: |
Expenses not deductible for tax purposes | 20,500 | - |
Depreciation in excess of capital allowances | 40,339 | 12,866 |
Utilisation of tax losses | (14,118 | ) | (1,833 | ) |
Adjustments to tax charge in respect of previous periods | (4,258 | ) | (64,610 | ) |
Bank interest receivable | 14,118 | 1,833 |
Defined benefit pension contributions | (15,000 | ) | (8,549 | ) |
Research & development enhanced deduction | (164,409 | ) | (177,044 | ) |
Research & development surrendered for tax credit | 6,300 | 103,651 |
Research & development tax credit | (2,616 | ) | (79,101 | ) |
Deferred tax movement | (25,892 | ) | 115,038 |
(Profit)/loss on disposal of assets | - | (380 | ) |
Group consolidation adjustments | (85,491 | ) | (208,177 | ) |
Total tax credit | (32,765 | ) | (28,674 | ) |
** | PROFIT BEFORE TAX FOR LAST YEAR ON CLIENT SCREEN OF | 1,461,221 |
DOES NOT AGREE TO AMOUNT ON STATEMENT OF PROFIT AND LOSS OF | 1,461,220 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
6. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
2024 |
Gross | Tax | Net |
£ | £ | £ |
Gain/(loss) on defined benefit pension | (61,000 | ) | 89,156 | 28,156 |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Gain/(loss) on defined benefit pension | (1,721,000 | ) | 326,990 | (1,394,010 | ) |
7. | INDIVIDUAL STATEMENT OF PROFIT AND LOSS |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
8. | INTANGIBLE FIXED ASSETS |
Group |
Negative | Development | Computer |
goodwill | costs | software | Totals |
£ | £ | £ | £ |
COST |
At 1 March 2023 | (5,052,990 | ) | 142,576 | - | (4,910,414 | ) |
Additions | - | 59,741 | 33,143 | 92,884 |
Reclassification/transfer | - | 84,072 | - | 84,072 |
At 29 February 2024 | (5,052,990 | ) | 286,389 | 33,143 | (4,733,458 | ) |
AMORTISATION |
At 1 March 2023 | (2,343,770 | ) | 142,576 | - | (2,201,194 | ) |
Amortisation for year | (356,407 | ) | 16,815 | 5,544 | (334,048 | ) |
Reclassification/transfer | - | 16,814 | - | 16,814 |
At 29 February 2024 | (2,700,177 | ) | 176,205 | 5,544 | (2,518,428 | ) |
NET BOOK VALUE |
At 29 February 2024 | (2,352,813 | ) | 110,184 | 27,599 | (2,215,030 | ) |
At 28 February 2023 | (2,709,220 | ) | - | - | (2,709,220 | ) |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
8. | INTANGIBLE FIXED ASSETS - continued |
Group |
Negative Goodwill |
Negative goodwill arose when the company acquired the entire share capital of FSG Tool & Die Ltd in 2021. The excess of the fair value of assets over the purchase price has been allocated to the non-monetary assets purchased and this provision is being unwound as their value is realised over their economic life. |
Useful life |
Value at date of purchase |
Accumulated Amortisation |
Released in year |
At 28 February 2024 |
Anticipated Expiry Date |
£ | £ | £ | £ |
Freehold property |
10 years |
1,972,074 |
(394,413 |
) |
(197,207 |
) |
1,380,454 |
28 February 2031 |
Fixtures & fittings |
5 years |
142,033 |
(56,814 |
) |
(28,407 |
) |
56,812 |
28 February 2026 |
Plant & machinery |
10 years |
1,307,926 |
(261,586 |
) |
(130,793 |
) |
915,547 |
28 February 2031 |
Stock |
2 years |
1,630,957 |
(1,630,957 |
) |
- |
- |
28 February 2023 |
Total | 5,052,990 | (2,343,770 | ) | (356,407 | ) | 2,352,813 |
Similar amounts are to be released annually to the Profit and Loss Account until their anticipated expiry date. |
For the avoidance of doubt, there was no liability requiring payment at the Balance Sheet date, further no payment will be due at any date. This is the accounting treatment required by FRS102, the framework under which these financial statements have been prepared. |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
9. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Freehold | Plant and | and | Motor |
property | machinery | fittings | vehicles | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 March 2023 | 2,200,000 | 5,479,564 | 828,917 | 19,445 | 8,527,926 |
Additions | - | 98,359 | 1,649 | - | 100,008 |
Reclassification/transfer | - | (84,072 | ) | - | - | (84,072 | ) |
At 29 February 2024 | 2,200,000 | 5,493,851 | 830,566 | 19,445 | 8,543,862 |
DEPRECIATION |
At 1 March 2023 | 76,815 | 4,355,335 | 753,517 | 19,445 | 5,205,112 |
Charge for year | 43,894 | 308,436 | 38,110 | - | 390,440 |
Reclassification/transfer | - | (16,814 | ) | - | - | (16,814 | ) |
At 29 February 2024 | 120,709 | 4,646,957 | 791,627 | 19,445 | 5,578,738 |
NET BOOK VALUE |
At 29 February 2024 | 2,079,291 | 846,894 | 38,939 | - | 2,965,124 |
At 28 February 2023 | 2,123,185 | 1,124,229 | 75,400 | - | 3,322,814 |
Included in cost of land and buildings is freehold land of £657,700 (2023 - £657,700) which is not depreciated. |
Total net book value of plant and machinery held under finance leases is £584,502 (2023: £692,460). |
10. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 March 2023 |
and 29 February 2024 |
NET BOOK VALUE |
At 29 February 2024 |
At 28 February 2023 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
10. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Registered office: Unit 5, Llantrisant Business Park, Llantrisant, Mid Glamorgan, CF72 8LF |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Investments in subsidiary undertakings are recognised at cost. |
11. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Raw materials | 400,629 | 366,290 |
Work-in-progress | 999,899 | 1,261,464 |
Finished goods | 415,694 | 387,170 |
1,816,222 | 2,014,924 |
An impairment loss of £655,682 (2023: £605,440) was recognised in cost of sales against stock during the period due to slow-moving and obsolete stock. |
There are no inventories pledged as security for liabilities. |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
12. | DEBTORS |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 1,681,151 | 1,201,955 |
Amounts owed by group undertakings | - | - |
Other debtors | 9,591 | 10,714 |
Tax | 67,015 | 143,501 |
Prepayments | 37,946 | 70,155 |
1,795,703 | 1,426,325 |
Amounts falling due after more than one | year: |
Deferred tax asset | 215,311 | 100,264 | - | - |
Aggregate amounts | 2,011,014 | 1,526,589 |
Deferred tax asset |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Accelerated capital allowances | (99,427 | ) | (114,827 | ) |
Other timing differences | 439,750 | 215,091 | - | - |
Freehold property | (125,012 | ) | - | - | - |
215,311 | 100,264 |
An impairment loss of £91,454 (2023: £393,761) was recognised against trade debtors. |
The amount of the net reversal of deferred tax expected to occur next year is £12,618 (2023: £18,749) relating to the reversal of existing timing differences on tangible fixed assets. |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 15) | 92,369 | 89,560 |
Hire purchase contracts (see note 16) | 13,200 | 32,269 |
Trade creditors | 468,956 | 529,681 |
Social security and other taxes | 92,931 | 90,231 |
Pension | 2,815 | 2,728 | - | - |
VAT | 134,166 | 159,048 | - | - |
Directors' current accounts | - | 76,000 | - | 76,000 |
Accruals | 288,751 | 346,882 |
Deferred government grants | 14,167 | 24,166 |
Deferred income | 219,919 | 408,261 | - | - |
1,327,274 | 1,758,826 |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Other loans (see note 15) | 1,267,204 | 1,359,575 |
Hire purchase contracts (see note 16) | 47,401 | - |
1,314,605 | 1,359,575 |
15. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year or | on demand: |
Barclays bank loans < 1yr | 92,369 | 89,560 |
Amounts falling due between one and | two years: |
Barclays bank loan 1 - 2 yrs | 95,267 | 92,369 | 95,267 |
Amounts falling due between two and | five years: |
Barclays bank loan 2 - 5 yrs | 1,171,937 | 1,267,206 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
15. | LOANS - continued |
FSG Tool & Die Holdings Ltd has a loan from Barclays Bank PLC, this was drawn down on 28 May 2021 and is due for repayment on 28 May 2026. The loan attracts a fixed interest rate of 3.15% per annum. |
The loan is secured by a cross-guarantee and a debenture provided by both FSG Tool & Die Holdings Ltd and FSG Tool & Die Ltd. |
- Cross-Guarantee: Both companies have guaranteed each other's obligations under the loan. This arrangement represents a contingent liability, with the maximum potential exposure being £1,359,575 (2023: £1,449,135). |
- Debenture: A floating charge over the general assets of both companies secures the loan. |
16. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
2024 | 2023 |
£ | £ |
Gross obligations repayable: |
Within one year | 17,697 | 32,464 |
Between one and five years | 53,090 | - |
70,787 | 32,464 |
Finance charges repayable: |
Within one year | 4,497 | 195 |
Between one and five years | 5,689 | - |
10,186 | 195 |
Net obligations repayable: |
Within one year | 13,200 | 32,269 |
Between one and five years | 47,401 | - |
60,601 | 32,269 |
Group |
Non-cancellable | operating leases |
2024 | 2023 |
£ | £ |
Within one year | 9,338 | 8,633 |
Between one and five years | 11,333 | 9,791 |
20,671 | 18,424 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
17. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Other provisions | 70,000 | - |
Aggregate amounts | 70,000 | - |
Group |
Deferred | Other |
tax | provisions |
£ | £ |
Balance at 1 March 2023 | (100,264 | ) | - |
Provided during year | - | 70,000 |
Accelerated capital allowances | (15,400 | ) | - |
Future tax losses |
Fair value uplift on property | 21,663 | - |
due to acquisition of |
subsidiary |
Defined benefit pension | (121,310 | ) | - |
Balance at 29 February 2024 | (215,311 | ) | 70,000 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary Shares | £1 | 4,000 | 5,000 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
19. | RESERVES |
Group |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£ | £ | £ |
At 1 March 2023 | 1,258,802 | - | 1,258,802 |
Profit for the year | 823,812 | 823,812 |
Purchase of own shares | (20,000 | ) | 1,000 | (19,000 | ) |
Gain/(loss) on defined benefit |
pension scheme | (61,000 | ) | - | (61,000 | ) |
Other comprehensive income |
deferred tax movement | 89,156 | - | 89,156 |
At 29 February 2024 | 2,090,770 | 1,000 | 2,091,770 |
Company |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£ | £ | £ |
At 1 March 2023 | 37,884 |
Profit for the year |
Purchase of own shares | (20,000 | ) | 1,000 | (19,000 | ) |
At 29 February 2024 | 24,186 |
20. | EMPLOYEE BENEFIT OBLIGATIONS |
FSG Tool & Die Ltd operates a pension scheme for all qualifying employees. The assets of the scheme are held in a separate trustee administered fund. The scheme closed to future accrual on 31 May 2006. A schedule of contributions is agreed between the company and the trustees after each comprehensive actuarial valuation. |
The most recent completed comprehensive actuarial triennial valuation took place as at 5 April 2021. Under the agreed schedule of contributions, the Company shall pay annual contributions of £60,000 between 1 June 2022 and 31 May 2025, followed by £120,000 per annum from 1 June 2025 to 31 December 2028. Further employer contributions may be payable dependent on the profitability of the Company and the future deficits should the arise. |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
20. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
The amounts recognised in the balance sheet are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Present value of funded obligations | (7,285,000 | ) | (7,461,000 | ) |
Fair value of plan assets | 5,526,000 | 5,785,000 |
(1,759,000 | ) | (1,676,000 | ) |
Present value of unfunded obligations | - | - |
Deficit | (1,759,000 | ) | (1,676,000 | ) |
Net liability | (1,759,000 | ) | (1,676,000 | ) |
The amounts recognised in profit or loss are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Current service cost | - | - |
Past service cost | - | - |
Net interest from net defined benefit asset/liability |
82,000 |
(4,000 |
) |
Impact of surplus restriction | - | 4,000 |
82,000 | - |
Actual return on plan assets | 56,000 | (3,639,000 | ) |
Changes in the present value of the defined benefit obligation are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Opening defined benefit obligation | 7,461,000 | 9,609,000 |
Interest cost | 363,000 | 274,000 |
Benefits paid | (375,000 | ) | (355,000 | ) |
Actuarial (gains)/losses on |
liabilities | (164,000 | ) | (2,067,000 | ) |
7,285,000 | 7,461,000 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
20. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
Changes in the fair value of scheme assets are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Opening fair value of scheme assets | 5,785,000 | 9,734,000 |
Interest income | 281,000 | 278,000 |
Contributions by employer | 60,000 | 45,000 |
Benefits paid | (375,000 | ) | (355,000 | ) |
Return on plan assets (excluding interest income) |
(225,000 |
) |
(3,917,000 |
) |
5,526,000 | 5,785,000 |
The amounts recognised in other comprehensive income are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Actuarial (gains)/losses on |
liabilities | 164,000 | 2,067,000 |
Return on plan assets (excluding interest income) |
(225,000 |
) |
(3,917,000 |
) |
Impact of surplus restriction on P&L | - | 4,000 |
Change in unrecognised surplus | - | 125,000 |
(61,000 | ) | (1,721,000 | ) |
The major categories of scheme assets as amounts of total scheme assets are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Equities | 2,233,000 | 2,420,000 |
Diversified growth funds | 1,710,000 | 1,692,000 |
Liability driven investment | 1,546,000 | 1,605,000 |
Annuities | - | 36,000 |
Cash | 37,000 | 32,000 |
5,526,000 | 5,785,000 |
FSG TOOL & DIE HOLDINGS LIMITED (REGISTERED NUMBER: 12485763) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 29 FEBRUARY 2024 |
20. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
Principal actuarial assumptions at the balance sheet date (expressed as weighted averages): |
2024 | 2023 |
Discount rate | 5.10% | 5.00% |
RPI inflation rate | 3.20% | 3.40% |
Mortality rate | 1.00% | 1.00% |
Further information on assumptions: |
Main financial assumptions |
28 February 2024% per annum |
28 February 2023% per annum |
Discount rate | 5.10 | 5.00 |
Rate of price inflation: |
- RPI | 3.20 | 3.40 |
- CPI | 2.70 | 2.80 |
Rate of increase for non-GMP pensions in deferment | 2.70 | 2.80 |
Rate of increase for pensions in payment: |
- GMPs accrued from 06/04/88 to 05/04/97 | 3.00 | 3.00 |
- Non-GMPS accrued to 05/04/97 | 0.00 | 0.00 |
- Pensions accrued from 06/04/97 | 3.10 | 3.25 |
Mortality assumptions & life expectancies | 28 February 2023 | 28 February 2023 |
Mortality: |
- Base table | 100% S3PA | 100% S3PA |
- Future improvements | CMI 2021 Core | CMI 2021 Core |
- Long term rate | 1% | 1% |
Expected future lifetime from age 65: |
- Male currently aged 65 | 21.3 | 21.8 |
- Female currently aged 65 | 23.8 | 24.2 |
- Male currently aged 45 | 22.3 | 22.8 |
- Female currently aged 45 | 24.9 | 25.3 |
Under FRS 102 a surplus can only be recognised to the extent that the company is able to recover the surplus, either through reduced contributions in the future or through refunds from the plan. Therefore, the recognised assets have been restricted to the value of the defined benefit obligation. |
21. | RELATED PARTY DISCLOSURES |
During the year, all directors were fully repaid the interest-free loans they had previously provided to the company, totalling £76,000. |
22. | POST BALANCE SHEET EVENTS |
FSG Tool & Die Holdings Ltd repurchased 1,000 shares of their ordinary share capital on 22 May 2024. |