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 |
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: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Phillipa Symington ACA CA(SA) |
AUDITORS: |
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: |
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. |
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: |
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. |
for and on behalf of |
Chartered Accountants |
& Statutory Auditors |
Oak Tree House, Harwood Road |
Northminster Business Park |
Upper Poppleton |
York |
YO26 6QU |
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 |
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 |
Investment property | 11 |
CURRENT ASSETS |
Cash in hand |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
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 |
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 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 May 2023 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 May 2024 |
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 |
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 |
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 |
Freehold property | - |
Plant and machinery | - |
Motor vehicles | - |
Computer equipment | - |
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 |
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 |
NET BOOK VALUE |
At 31 May 2024 |
At 31 May 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS. |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS. |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS. |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS. |
Nature of business: |
% |
Class of shares: | holding |
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 |
Registered office: Castlegarth Works, Masonic Lane, Thirsk, North Yorkshire, YO7 1PS |
Nature of business: |
% |
Class of shares: | holding |
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: | £ | £ |
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 |
Profit for the year |
Dividends | ( |
) |
At 31 May 2024 |
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. |