IRIS Accounts Production v24.2.0.383 08920570 Board of Directors 31.5.24 1.6.23 31.5.24 31.5.24 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. No description of principal activity true true true false true true false false false false false false false false true false Ordinary shares 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh089205702023-05-31089205702024-05-31089205702023-06-012024-05-31089205702022-05-31089205702022-06-012023-05-31089205702023-05-3108920570ns15:EnglandWales2023-06-012024-05-3108920570ns14:PoundSterling2023-06-012024-05-3108920570ns10:Director12023-06-012024-05-3108920570ns10:Consolidated2024-05-3108920570ns10:ConsolidatedGroupCompanyAccounts2023-06-012024-05-3108920570ns10:PrivateLimitedCompanyLtd2023-06-012024-05-3108920570ns10:Consolidatedns10:MediumEntities2023-06-012024-05-3108920570ns10:Consolidatedns10:Audited2023-06-012024-05-3108920570ns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-06-012024-05-3108920570ns10:Medium-sizedCompaniesRegimeForAccounts2023-06-012024-05-3108920570ns10:Consolidated2023-06-012024-05-3108920570ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-06-012024-05-3108920570ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForAccounts2023-06-012024-05-3108920570ns10:FullAccounts2023-06-012024-05-3108920570ns5:Subsidiary12023-06-012024-05-3108920570ns5:Subsidiary22023-06-012024-05-3108920570ns5:Subsidiary32023-06-012024-05-3108920570ns5:Subsidiary42023-06-012024-05-3108920570ns5:Subsidiary52023-06-012024-05-310892057012023-06-012024-05-3108920570ns10:EntityHasNeverTraded2023-06-012024-05-3108920570ns10:OrdinaryShareClass12023-06-012024-05-3108920570ns10:Director22023-06-012024-05-3108920570ns10:Director32023-06-012024-05-3108920570ns10:CompanySecretary12023-06-012024-05-3108920570ns10:RegisteredOffice2023-06-012024-05-3108920570ns10:Consolidated2022-06-012023-05-3108920570ns5:ShareCapital2024-05-3108920570ns5:ShareCapital2023-05-3108920570ns5:RetainedEarningsAccumulatedLosses2024-05-3108920570ns5:RetainedEarningsAccumulatedLosses2023-05-3108920570ns5:ShareCapital2022-05-3108920570ns5:RetainedEarningsAccumulatedLosses2022-05-3108920570ns5:RetainedEarningsAccumulatedLosses2022-06-012023-05-3108920570ns5:RetainedEarningsAccumulatedLosses2023-06-012024-05-3108920570ns5:NetGoodwill2023-06-012024-05-3108920570ns5:IntangibleAssetsOtherThanGoodwill2023-06-012024-05-3108920570ns5:LandBuildingsns5:OwnedOrFreeholdAssets2023-06-012024-05-3108920570ns5:PlantMachinery2023-06-012024-05-3108920570ns5:MotorVehicles2023-06-012024-05-3108920570ns5:ComputerEquipment2023-06-012024-05-3108920570ns5:CostValuation2023-05-31089205701ns5:Subsidiary12023-06-012024-05-3108920570ns5:Subsidiary232023-06-012024-05-31089205705ns5:Subsidiary32023-06-012024-05-31089205707ns5:Subsidiary42023-06-012024-05-3108920570ns5:Subsidiary592023-06-012024-05-3108920570ns10:OrdinaryShareClass12024-05-3108920570ns5:RetainedEarningsAccumulatedLosses2023-05-31
REGISTERED NUMBER: 08920570 (England and Wales)













Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 May 2024

for

GSM Group Holdco Limited

GSM Group Holdco Limited (Registered number: 08920570)






Contents of the Consolidated Financial Statements
for the Year Ended 31 May 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Profit and Loss Account 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 20


GSM Group Holdco Limited

Company Information
for the Year Ended 31 May 2024







DIRECTORS: F Dodd
A J Perry
P C Wright



SECRETARY: G Gitsham



REGISTERED OFFICE: Castlegarth Works
Masonic Lane
Thirsk
North Yorkshire
YO7 1PS



REGISTERED NUMBER: 08920570 (England and Wales)



SENIOR STATUTORY AUDITOR: Phillipa Symington ACA CA(SA)



AUDITORS: Clive Owen LLP
Chartered Accountants
& Statutory Auditors
Oak Tree House, Harwood Road
Northminster Business Park
Upper Poppleton
York
YO26 6QU

GSM Group Holdco Limited (Registered number: 08920570)

Group Strategic Report
for the Year Ended 31 May 2024

The directors present their strategic report of the company and the group for the year ended 31 May 2024.

REVIEW OF BUSINESS
GSM Group operates from four sites within the UK. From these sites the Group manufactures a range of products including metal labels, graphic overlays, precision metal parts, static control equipment, software systems and associated barcode solutions.

All companies within the group experienced a slow start to the financial year, reflecting the wider economy, however activity levels improved markedly towards Christmas and beyond resulting in a strong finish to the year for GSM Valtech & GSM Graphic Arts in particular.

GSM PLS performed strongly in all non-systems areas whilst a number of software offerings were being rewritten to remove our dependency on Sage. These are now complete and under user test, we expect to see the benefit in the second half of our 2024/25 financial year.

Investment in machinery, automation and personnel across the group continued and is reaping rewards.
The group ended the financial year with a strong forward orderbook, demonstrating the continued confidence our customers have in our ability to manufacture and deliver world class products at a competitive price whilst being of first-class quality.

Investment in machinery, automation and personnel across the group continued and is reaping rewards.

EMPLOYEE STATEMENT
Inclusivity
GSM Group is an inclusive employer and does not discriminate. All Team Members have the same opportunities for employment, training, development, and promotion regardless of age, religious belief, race, sex or identity.

Communication
Twice a year the Chief Executive Officer or Director on site holds a "Town Hall" style briefing session with all Team Members, where they will provide information on the Company's financial performance, proposed capital purchases, potential pay increases, any significant changes or challenges, new business that has been awarded and any growth plans.

Daily Team Briefs take place between the Management Teams and Departmental Team Leaders whereby pertinent news, schedules, daily intake and output are shared together with any issues requiring close management. The Team Leaders then share the information with their teams in a series of Team Briefs immediately afterwards.

GSM Group Ltd is not a unionised environment so consultation with Team Members takes place on an informal basis. Should there be an issue on which the Company seeks their opinion, a survey will be produced which is communicated either verbally & via company notice boards or written notification prior to being attached to payslips, to ensure that it reaches each individual.

Involvement
There is no share scheme in operation, although a discretional bonus is paid should the Company achieve specific targets that would have been set and identified at the start of each financial year.

Directors
GSM Group Companies have working Directors; Chairman, Chief Executive Officer, Chief Financial Officer and Site Operations Director for GSM Graphic Arts, Commercial Director for GSM Valtech, Operations Director GSM PLS. All are seen openly throughout the businesses, where they will engage in conversations with Team Members.

A Group Directors Board Meeting is held four times per annum on a quarterly basis, involving the Group Chairman, Directors from all Group Companies and the Sole Shareholder. Where possible meetings are held face to face. Items which may affect the future interests of the businesses and their Team Members are discussed, for example the annual increases in National Living Wage, inflationary pressures, competition, potential acquisitions, major capital expenditure, compliance & any health & safety legislation changes or issues.

GSM Group Holdco Limited (Registered number: 08920570)

Group Strategic Report
for the Year Ended 31 May 2024


A Group Operational Review is held monthly between the Group CEO, Chairman and Sole Shareholder. Group Company results, strategy, compliance and any overriding HR issues are discussed. Major capital expenditure requirements are presented, discussed, and approved/disapproved.

PRINCIPAL RISKS AND UNCERTAINTIES
We recognise the ongoing risk and uncertainty brought about by the change of government and potential changes to taxation, workers' rights etc. this will undoubtedly bring.

Although most overhead cost elements were relatively stable, labour costs again increased significantly during the year, those being further exacerbated by changes to the National Minimum Wage. Passing all cost increases on to our customers in the current climate remains challenging and brings the need to incorporate additional automation into sharper focus. The aim being to free up our skilled team members to concentrate on more challenging and rewarding tasks.

We continue to invest in training and developing our existing team whilst encouraging them to contribute at every level.

GSM recognise that new project work particularly those of significant value require considerable working capital. GSM have adequate resources to meet all current and future requirements.

ENVIRONMENT
Our Environmental Management System (EMS) ensures our activities are conducted in such a way that we manage and mitigate our impact on the environment. We are committed to further improving our environmental performance by minimising and ultimately ceasing the use of fossil fuels to heat our buildings.

We will continue to assess all current and proposed capital purchases to ensure they offer improved performance in terms of not only efficiency but also sustainability.

Our self-generation projects are now complete, with PV solar arrays occupying the roofs of both manufacturing companies and battery storage being employed at GSM Graphic Arts.

Over the last three years the business has invested in excess of £250,000 in environmental projects resulting in nearly 500,000 kWh being self-generated, approximately a theoretical 100,000kg of CO2 and over £120,000 in electricity savings. We remain fully committed and will continue to invest in environmentally advantageous sustainability projects.

We will continue to assess our suppliers to ensure they share our environmental values.

RESULTS AND PERFORMANCE
The results for the group are set out on pages 10 - 12 and show a profit on ordinary activities before tax for the 12 months ending 31st May 2024 of £1.02m. Shareholders' funds at the end of the year total £10.98m after any dividends paid.

Following a review of the companies' performance over the financial year, the directors voted & agreed a dividend payment of £350,000 be made to the sole shareholder Mrs Frances Dodd.

2023/24 was another strong year for GSM Valtech Ltd & GSM Graphic Arts Ltd. Over the 12 months, raw material prices stabilised and, in some cases, reduced, consequently the decision was taken to not forward purchase materials other than in exceptional circumstances. We again, increased our customer base and strengthened our processes & procedures, the businesses have performed well.


GSM Group Holdco Limited (Registered number: 08920570)

Group Strategic Report
for the Year Ended 31 May 2024

STRATEGY
Potential consolidation and growth for the businesses has been demonstrated.

We aim to:
- Generate top line growth, diversifying our customer base.
- Enhance margins through productivity initiatives, additional automation, reducing costs and expanding the business mix.
- Grow earnings at a rate to sustain the investment needed to compete within the market sectors we operate.
- Optimise capital usage and return on capital by focussing on nett present value projects.
- Invest in capital equipment to expand our portfolio of capabilities, services, and own products.
- Move into new markets.
- Expand our software capability and offerings.
- Invest in our people as our greatest asset and be a great place to work.
- Assess any potential acquisition opportunities and capitalise where appropriate.
- Continually develop our Sales and New Business Development and Marketing Teams, enabling us to better attack the market.
- Continue to encourage innovation at all levels throughout the businesses.
- Enhance/re-wite our websites to improve their effectiveness, focussing on SEO, Social Media, Blogs etc.

BUSINESS ENVIRONMENT
With a change of UK government comes uncertainties around their plans for the general economy and any changes to business taxation, workers rights, trade union influences etc. We await any changes with interest and are prepared to adapt to them to the best possible effect for the businesses, shareholder and team members alike.

The businesses have worked hard to put themselves in a strong financial position which helps give the confidence to push forward with our plans for growth, acquisition, further consolidation and investment in people and equipment.

The business environment GSM Group Companies operate within will no doubt remain challenging, bringing about additional price pressure and competition.

KEY PERFORMANCE INDICATORS
The Group will measure the success of the business through KPIs such as staff turnover, revenue growth, ROCE, utilities consumption v's sales output, trends on cost of sales and administration expenses as a percentage of sales and nett profit after tax growth.

ON BEHALF OF THE BOARD:





F Dodd - Director


5 November 2024

GSM Group Holdco Limited (Registered number: 08920570)

Report of the Directors
for the Year Ended 31 May 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2024.

DIVIDENDS
No interim dividend was paid during the year. The directors recommend a final dividend of £35.00 per share.

The total distribution of dividends for the year ended 31 May 2024 will be £ 350,000 .

DIRECTORS
The directors shown below have held office during the whole of the period from 1 June 2023 to the date of this report.

F Dodd
A J Perry
P C Wright

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.

GSM Group Holdco Limited (Registered number: 08920570)

Report of the Directors
for the Year Ended 31 May 2024


AUDITORS
The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:




F Dodd - Director


5 November 2024

Report of the Independent Auditors to the Members of
GSM Group Holdco Limited

Opinion
We have audited the financial statements of GSM Group Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2024 which comprise the Consolidated Profit and Loss Account, 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 May 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.

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.

Report of the Independent Auditors to the Members of
GSM Group Holdco Limited


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
GSM Group Holdco 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this.
We undertook the following procedures to identify and respond to these risks of non-compliance:
- Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated
identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance
throughout the audit. We determined the most significant of these to be financial reporting legislation and taxation
legislation.
- Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances
of non-compliance.
- Review of board minutes and correspondence with regulators.
- Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks
are managed.
- Challenging management on key estimates, assumptions and judgements made in the preparation of the financial
statements. We consider property valuations to be a key accounting estimate.
- Identifying and testing unusual journal entries, with a particular focus on manual journal entries.

Through these procedures, we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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
GSM Group Holdco 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.




Phillipa Symington ACA CA(SA) (Senior Statutory Auditor)
for and on behalf of Clive Owen LLP
Chartered Accountants
& Statutory Auditors
Oak Tree House, Harwood Road
Northminster Business Park
Upper Poppleton
York
YO26 6QU

5 November 2024

GSM Group Holdco Limited (Registered number: 08920570)

Consolidated
Profit and Loss Account
for the Year Ended 31 May 2024

2024 2023
Notes £    £   

TURNOVER 10,154,429 9,979,370

Cost of sales 5,926,677 5,710,947
GROSS PROFIT 4,227,752 4,268,423

Administrative expenses 3,718,575 3,685,238
509,177 583,185

Other operating income 189,503 232,339
Gain/loss on revaluation of investment
property

245,000

-
OPERATING PROFIT 4 943,680 815,524

Interest receivable and similar income 82,883 23,222
PROFIT BEFORE TAXATION 1,026,563 838,746

Tax on profit 5 299,017 144,387
PROFIT FOR THE FINANCIAL YEAR 727,546 694,359
Profit attributable to:
Owners of the parent 727,546 694,359

GSM Group Holdco Limited (Registered number: 08920570)

Consolidated
Other Comprehensive Income
for the Year Ended 31 May 2024

2024 2023
Notes £    £   

PROFIT FOR THE YEAR 727,546 694,359


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

727,546

694,359

Total comprehensive income attributable to:
Owners of the parent 727,546 694,359

GSM Group Holdco Limited (Registered number: 08920570)

Consolidated Balance Sheet
31 May 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 - 31,104
Tangible assets 9 3,322,649 3,377,153
Investments 10 - -
Investment property 11 2,352,439 2,475,000
5,675,088 5,883,257

CURRENT ASSETS
Stocks 12 404,906 617,208
Debtors 13 1,497,060 1,991,423
Investments 14 1,000,000 -
Cash at bank and in hand 4,217,485 4,272,316
7,119,451 6,880,947
CREDITORS
Amounts falling due within one year 15 1,454,463 1,833,873
NET CURRENT ASSETS 5,664,988 5,047,074
TOTAL ASSETS LESS CURRENT
LIABILITIES

11,340,076

10,930,331

PROVISIONS FOR LIABILITIES 17 359,911 327,712
NET ASSETS 10,980,165 10,602,619

CAPITAL AND RESERVES
Called up share capital 18 100 100
Fair value reserve 19 661,907 678,414
Revaluation reserve 19 407,034 407,034
Retained earnings 19 9,911,124 9,517,071
SHAREHOLDERS' FUNDS 10,980,165 10,602,619

The financial statements were approved by the Board of Directors and authorised for issue on 5 November 2024 and were signed on its behalf by:





F Dodd - Director


GSM Group Holdco Limited (Registered number: 08920570)

Company Balance Sheet
31 May 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 - -
Tangible assets 9 - -
Investments 10 5,208,000 5,208,000
Investment property 11 - -
5,208,000 5,208,000

CURRENT ASSETS
Cash in hand 100 100
NET CURRENT ASSETS 100 100
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,208,100

5,208,100

CAPITAL AND RESERVES
Called up share capital 18 100 100
Retained earnings 19 5,208,000 5,208,000
SHAREHOLDERS' FUNDS 5,208,100 5,208,100

Company's profit for the financial year 350,000 500,000

The financial statements were approved by the Board of Directors and authorised for issue on 5 November 2024 and were signed on its behalf by:





F Dodd - Director


GSM Group Holdco Limited (Registered number: 08920570)

Consolidated Statement of Changes in Equity
for the Year Ended 31 May 2024

Called up Fair
share Retained value Revaluation Total
capital earnings reserve reserve equity
£    £    £    £    £   
Balance at 1 June 2022 100 9,322,712 678,414 407,034 10,408,260

Changes in equity
Dividends - (500,000 ) - - (500,000 )
Total comprehensive income - 694,359 - - 694,359
Balance at 31 May 2023 100 9,517,071 678,414 407,034 10,602,619

Changes in equity
Dividends - (350,000 ) - - (350,000 )
Total comprehensive income - 730,003 (2,457 ) - 727,546
Deferred tax movement - 14,050 (14,050 ) - -
Balance at 31 May 2024 100 9,911,124 661,907 407,034 10,980,165

GSM Group Holdco Limited (Registered number: 08920570)

Company Statement of Changes in Equity
for the Year Ended 31 May 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 June 2022 100 5,208,000 5,208,100

Changes in equity
Dividends - (500,000 ) (500,000 )
Total comprehensive income - 500,000 500,000
Balance at 31 May 2023 100 5,208,000 5,208,100

Changes in equity
Dividends - (350,000 ) (350,000 )
Total comprehensive income - 350,000 350,000
Balance at 31 May 2024 100 5,208,000 5,208,100

GSM Group Holdco Limited (Registered number: 08920570)

Consolidated Cash Flow Statement
for the Year Ended 31 May 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,232,068 1,093,484
Government grants - 4,890
Impairment loss (31,104 ) -
Tax paid (125,792 ) (104,552 )
Net cash from operating activities 1,075,172 993,822

Cash flows from investing activities
Purchase of tangible fixed assets (231,697 ) (420,885 )
Purchase of investment property (32,439 ) -
Sale of tangible fixed assets 1,250 43,783
Sale of investment property 400,000 -
Interest received 82,883 23,222
Purchase of current asset investments (1,000,000 ) -
Net cash from investing activities (780,003 ) (353,880 )

Cash flows from financing activities
Equity dividends paid (350,000 ) (500,000 )
Net cash from financing activities (350,000 ) (500,000 )

(Decrease)/increase in cash and cash equivalents (54,831 ) 139,942
Cash and cash equivalents at beginning of
year

2

4,272,316

4,132,374

Cash and cash equivalents at end of year 2 4,217,485 4,272,316

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 May 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2024 2023
£    £   
Profit before taxation 1,026,563 838,746
Depreciation charges 316,046 320,723
Loss/(profit) on disposal of fixed assets 9 (6,355 )
Gain on revaluation of fixed assets (245,000 ) -
Impairment loss 31,104 -
Government grants - (4,890 )
Finance income (82,883 ) (23,222 )
1,045,839 1,125,002
Decrease in stocks 212,302 170,573
Decrease/(increase) in trade and other debtors 494,363 (509,179 )
(Decrease)/increase in trade and other creditors (520,436 ) 307,088
Cash generated from operations 1,232,068 1,093,484

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 May 2024
31.5.24 1.6.23
£    £   
Cash and cash equivalents 4,217,485 4,272,316
Year ended 31 May 2023
31.5.23 1.6.22
£    £   
Cash and cash equivalents 4,272,316 4,132,374


GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 May 2024

3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.6.23 Cash flow At 31.5.24
£    £    £   
Net cash
Cash at bank and in hand 4,272,316 (54,831 ) 4,217,485
4,272,316 (54,831 ) 4,217,485

Liquid resources
Current asset investments - 1,000,000 1,000,000
- 1,000,000 1,000,000
Total 4,272,316 945,169 5,217,485

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements
for the Year Ended 31 May 2024

1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'), and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

Basis of consolidation
The group accounts consolidate the results of the company and its subsidiaries under the acquisition method.

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.

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for income and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following are the group's key sources of estimation uncertainty:

Valuation of investment property
The group carries investment properties at fair value, with changes on fair value being recognised on profit and loss.The fair value is re-assessed and annually and is amended when necessary to reflect current estimates. See note 11 for the carrying amount of investment property.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has been transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2014, is being amortised evenly over its estimated useful life of one years.

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 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.

Website costs are being amortised evenly over their estimated useful life of two years.

Development costs are being amortised evenly over their estimated useful life of four years.

Computer software costs will not be amortised until they are brought into use.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 2% on cost and not provided
Plant and machinery - 33% on cost, 25% on cost, 20% on cost, 10% on cost and 2% on cost and not provided
Motor vehicles - 25% on cost
Computer equipment - 33% on cost

The directors consider that the freehold property is maintained in such a state of repair that its residual value is at least equal to its net book value. As a result, the corresponding depreciation would not be material and therefore is not charged in the profit and loss account. The directors perform annual impairment reviews in accordance with FRS 102 to ensure that the carrying value is not lower than the recoverable amount.

The group writes down motor vehicles on a straight line basis to their estimated residual values at
the end of their useful lives.

Government grants
Revenue based grants are credited to the profit and loss account on receipt.

Investment property
Investment property is included at fair value. Gains are recognised in the Profit and Loss Account. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.

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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, 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.


GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


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.

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.

Leasing commitments
Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.

Investments in subsidiaries
Investments in subsidiaries are stated at cost less provision for diminution in value.

Financial instruments
Basic financial instruments are recognised at amortised cost with changes recognised in profit or loss.

3. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 4,460,422 4,628,401
Other pension costs 55,892 51,653
4,516,314 4,680,054

The average number of employees during the year was as follows:
2024 2023

Manufacture of labels and facia plates 66 69
Supply of computer hardware and software 13 13
Manufacture of precision metal parts 61 64
140 146

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 2024

3. EMPLOYEES AND DIRECTORS - continued

The average number of employees by undertakings that were proportionately consolidated during the year was 138 (2023 - 146 ) .

2024 2023
£    £   
Directors' remuneration 302,429 370,858

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 129,703 171,454

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024 2023
£    £   
Depreciation - owned assets 284,942 319,704
Loss/(profit) on disposal of fixed assets 9 (6,355 )
Website costs amortisation - 1,019
Auditors' remuneration 3,000 3,000
Auditors' remuneration for
subsidiaries 18,490 16,750
Auditors' remuneration for non audit work 5,000 5,000
Formation costs 17,373 11,802

5. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 266,818 125,792

Deferred tax 32,199 18,595
Tax on profit 299,017 144,387

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 2024

5. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before tax 1,026,563 838,746
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 20.003 %)

256,641

167,774

Effects of:
Expenses not deductible for tax purposes 425 861
Income not taxable for tax purposes (59,096 ) -
Capital allowances in excess of depreciation - (21,323 )
Depreciation in excess of capital allowances 55,830 -
tax rate
Research and Development enhanced expenditure - current year - (2,925 )
Capital gains on sale of assets 45,217 -
Total tax charge 299,017 144,387

6. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements.


7. DIVIDENDS
2024 2023
£    £   
Ordinary shares shares of 0.01p each
Final 350,000 500,000

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 2024

8. INTANGIBLE FIXED ASSETS

Group
Website Development Computer
Goodwill costs costs software Totals
£    £    £    £    £   
COST
At 1 June 2023 (411,836 ) 3,476 18,700 31,104 (358,556 )
Impairments - - - (31,104 ) (31,104 )
At 31 May 2024 (411,836 ) 3,476 18,700 - (389,660 )
AMORTISATION
At 1 June 2023
and 31 May 2024 (411,836 ) 3,476 18,700 - (389,660 )
NET BOOK VALUE
At 31 May 2024 - - - - -
At 31 May 2023 - - - 31,104 31,104

9. TANGIBLE FIXED ASSETS

Group
Freehold Plant and Motor Computer
property machinery vehicles equipment Totals
£    £    £    £    £   
COST
At 1 June 2023 2,110,360 2,462,891 217,204 56,948 4,847,403
Additions 1,672 140,889 89,136 - 231,697
Disposals - (24,499 ) - - (24,499 )
At 31 May 2024 2,112,032 2,579,281 306,340 56,948 5,054,601
DEPRECIATION
At 1 June 2023 - 1,312,598 108,646 49,006 1,470,250
Charge for year - 236,625 43,618 4,699 284,942
Eliminated on disposal - (23,240 ) - - (23,240 )
At 31 May 2024 - 1,525,983 152,264 53,705 1,731,952
NET BOOK VALUE
At 31 May 2024 2,112,032 1,053,298 154,076 3,243 3,322,649
At 31 May 2023 2,110,360 1,150,293 108,558 7,942 3,377,153

The freehold properties previous revaluation was used as deemed cost in the accounts on transition to FRS 102. The historic cost equivalent of these assets is £1,423,116 (2023: £1,423,116).

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 2024

10. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 June 2023
and 31 May 2024 5,208,000
NET BOOK VALUE
At 31 May 2024 5,208,000
At 31 May 2023 5,208,000

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

G S M Group Limited
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS.
Nature of business: Management of group property portfolio.
%
Class of shares: holding
Ordinary shares 100.00

GSM Graphic Arts Limited
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS.
Nature of business: Manufacture of labels and facia plates.
%
Class of shares: holding
Ordinary shares 100.00

GSM Printer & Label Systems Limited
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS.
Nature of business: Supply of computer hardware and software.
%
Class of shares: holding
Ordinary shares 100.00

GSM Valtech Industries Limited
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS.
Nature of business: Manufacture of precision metal parts.
%
Class of shares: holding
Ordinary shares 100.00

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 2024

10. FIXED ASSET INVESTMENTS - continued

www.barcoding.co.uk Limited
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00


11. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 June 2023 2,475,000
Additions 32,439
Disposals (400,000 )
Revaluations 245,000
At 31 May 2024 2,352,439
NET BOOK VALUE
At 31 May 2024 2,352,439
At 31 May 2023 2,475,000

Fair value at 31 May 2024 is represented by:
£   
Valuation in 2020 327,328
Valuation in 2021 35,543
Valuation in 2022 128,900
Valuation in 2024 245,000
Cost 1,615,668
2,352,439

If the investment properties had not been revalued they would have been included at the following historical cost:

2024 2023
£    £   
Cost 1,615,668 1,735,772

There are 2 investment properties. One was valued on a fair value basis on 2 September 2022 by Aitchison Rafferty. The second was valued on a fair value basis on 29 August 2024 by Aitchison Rafferty.

The directors consider these valuations to be appropriate at 31 May 2024.

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 2024

12. STOCKS

Group
2024 2023
£    £   
Raw materials 162,060 288,863
Work-in-progress 122,767 157,672
Finished goods 120,079 170,673
404,906 617,208

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£    £   
Trade debtors 1,323,423 1,798,843
Prepayments 173,637 192,580
1,497,060 1,991,423

14. CURRENT ASSET INVESTMENTS

Group
2024 2023
£    £   
Fixed term deposit accounts 1,000,000 -

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£    £   
Trade creditors 641,286 934,746
Corporation tax 266,818 125,792
Taxation and social security 345,398 410,109
Other creditors 38,851 52,557
Accruals and deferred income 162,110 310,669
1,454,463 1,833,873

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 2024

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 17,504 13,000
Between one and five years 15,442 3,250
32,946 16,250

17. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax 359,911 327,712

Group
Deferred
tax
£   
Balance at 1 June 2023 327,712
Provided during year 32,199
Balance at 31 May 2024 359,911

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
10,000 Ordinary shares 0.01p 100 100

Called up share capital - represents the nominal value of shares that have been issued.

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 2024

19. RESERVES

Group
Fair
Retained value Revaluation
earnings reserve reserve Totals
£    £    £    £   

At 1 June 2023 9,517,071 678,414 407,034 10,602,519
Profit for the year 727,546 727,546
Dividends (350,000 ) (350,000 )
Revaluation (245,000 ) 245,000 - -
Reserve transfer 247,457 (247,457 ) - -
Deferred tax movement 14,050 (14,050 ) - -
At 31 May 2024 9,911,124 661,907 407,034 10,980,065

Company
Retained
earnings
£   

At 1 June 2023 5,208,000
Profit for the year 350,000
Dividends (350,000 )
At 31 May 2024 5,208,000

Fair value reserve - represents the cumulative effect of revaluations of investment property, and the effect of deferred tax on these revaluations.

Revaluation reserve - represents the cumulative effect of revaluations of freehold property, and the effect of deferred tax on these revaluations.

Retained earnings - includes all current and prior period retained profits and losses less distributions made.

20. CAPITAL COMMITMENTS
2024 2023
£    £   
Contracted but not provided for in the
financial statements 7,776 7,776

21. RELATED PARTY DISCLOSURES

GSM Group Holdco Limited (Registered number: 08920570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 May 2024

21. RELATED PARTY DISCLOSURES - continued

Entities over which the entity has control, joint control or significant influence
2024 2023
£    £   
Purchases 32,439 1,842
Rent receivable 215,617 206,375
Management charges received 150,000 200,000
Amount due to related party - 1,842

Key management personnel of the entity or its parent (in the aggregate)
2024 2023
£    £   
Remuneration 607,650 693,776

22. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is F Dodd, who owns the entire issued share capital.