REGISTERED NUMBER: 00826635 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
ZINTELLO MERCHANTS LIMITED |
REGISTERED NUMBER: 00826635 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
ZINTELLO MERCHANTS LIMITED |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
for the year ended 31 March 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Consolidated Income Statement | 8 |
Consolidated Other Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 16 |
ZINTELLO MERCHANTS LIMITED |
COMPANY INFORMATION |
for the year ended 31 March 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Gregg Olner MPhil BA (Hons) FCA |
AUDITORS: |
Chartered Accountants and Statutory Auditor |
Highdown House |
11 Highdown Road |
Leamington Spa |
Warwickshire |
CV31 1XT |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
GROUP STRATEGIC REPORT |
for the year ended 31 March 2024 |
The directors present their strategic report of the company and the group for the year ended 31 March 2024. |
REVIEW OF BUSINESS |
Turnover has increased to £18,341,250 (2023 - £17,789,250) while margins have remained relatively consistent at 31.8% (2023 - 31.5%). Current net assets reduced to £6,035,294 (2023 - £9,242,968) due to an addition to the property portfolio. The roup remains profitable and as such net assets increased to £10,366,254 (2023 - £10,092,377). |
The directors are satisfied with the group's performance during the year considering the disruption and cost pressures effecting the global supply chains. |
There were lingering effects on global trade from the pandemic with the war in Ukraine and political uncertainty in the UK leading to a volatile currency market and rising taxation. |
The directors are confident that, securing product supply cost effectively, hedging against currency fluctuations and with the groups low gearing, performance will be maintained. |
PRINCIPAL RISKS AND UNCERTAINTIES |
Exposure to exchange rate fluctuations continues to be a threat however as in previous years we manage these risks by hedging. |
Despite the uncertain economic outlook the directors are confident that with the measures taken to protect the business and employees safety, together with the good relationships we have with our trading partners, the Group will continue to prosper. |
ON BEHALF OF THE BOARD: |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
REPORT OF THE DIRECTORS |
for the year ended 31 March 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of wholesaling of stationery and ancillary goods. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 March 2024 will be £ 200,000 . |
During the year the preference shareholders exercised their right to a dividend amounting to £55,000. |
DIRECTORS |
The directors set out in the table below have held office during the whole of the period from 1 April 2023 to the date of this report. |
The beneficial interests of the directors holding office at 31 March 2024 in the shares of the company, according to the register of directors' interests, were as follows: |
31.3.24 | 1.4.23 |
Ordinary shares of £1 each |
- | - |
1,300 | 1,300 |
650 | 650 |
"A" Reedemable preference shares of £2,500 each |
- | - |
10 | 10 |
5 | 5 |
These directors did not hold any beneficial interests in the following: |
Ordinary A shares of £1 each |
"B" Redeemable preference shares of £2,500 each |
"C" Redeemable preference shares of £2,500 each |
These directors did not hold any non-beneficial interests in any of the shares of the company. |
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. |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
REPORT OF THE DIRECTORS |
for the year ended 31 March 2024 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
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. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
ZINTELLO MERCHANTS LIMITED |
Opinion |
We have audited the financial statements of Zintello Merchants Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
_ |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's profit for the 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 |
ZINTELLO MERCHANTS 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 pages three and four, 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. |
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: |
The audit process includes an assessment of the entity's risk environment, through enquiry of and discussion with management, including an assessment of any key laws and regulations with which the company must comply in the ordinary course of its business. |
Additionally, the overall risks of irregular transactions occurring are assessed following our observations and confirmation of the design and implementation of management's controls. Whilst we are mindful of these risks, our audit focus is geared towards the risk of material misstatement in the financial statements as a whole. |
As such, our procedures cannot guarantee that all transactions have been fully compliant with all relevant laws and regulations, including those regulations relating to fraud, as our procedures are not designed to detect all instances of non-compliance. By definition, the risk of our detection of non-compliance is greater where compliance with a law or regulation is removed from the events and transactions reflected in the financial statements. The risk is also greater regarding irregularities due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
ZINTELLO MERCHANTS 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 and Statutory Auditor |
Highdown House |
11 Highdown Road |
Leamington Spa |
Warwickshire |
CV31 1XT |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
CONSOLIDATED |
INCOME STATEMENT |
for the year ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
TURNOVER | 3 | 18,341,250 | 17,789,250 |
Cost of sales | 12,513,077 | 12,186,999 |
GROSS PROFIT | 5,828,173 | 5,602,251 |
Distribution costs | 771,005 | 1,054,693 |
Administrative expenses | 4,379,911 | 3,702,259 |
5,150,916 | 4,756,952 |
677,257 | 845,299 |
Other operating income | 24,000 | 36,920 |
OPERATING PROFIT | 5 | 701,257 | 882,219 |
Interest receivable and similar income | 15,727 | 7,517 |
716,984 | 889,736 |
Interest payable and similar expenses | 6 | 56,879 | 57,159 |
PROFIT BEFORE TAXATION | 660,105 | 832,577 |
Tax on profit | 7 | 186,228 | 185,798 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 473,877 | 646,779 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
CONSOLIDATED |
OTHER COMPREHENSIVE INCOME |
for the year ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 473,877 | 646,779 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
473,877 |
646,779 |
Total comprehensive income attributable to: |
Owners of the parent | 473,877 | 646,779 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
CONSOLIDATED BALANCE SHEET |
31 March 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 10 | 3,787,783 | 317,404 |
Investments | 11 | - | - |
Investment property | 12 | 626,169 | 626,169 |
4,413,952 | 943,573 |
CURRENT ASSETS |
Stocks | 13 | 3,030,779 | 3,696,818 |
Debtors | 14 | 3,614,937 | 2,511,882 |
Cash at bank and in hand | 1,499,001 | 5,558,997 |
8,144,717 | 11,767,697 |
CREDITORS |
Amounts falling due within one year | 15 | 2,109,423 | 2,524,729 |
NET CURRENT ASSETS | 6,035,294 | 9,242,968 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
10,449,246 |
10,186,541 |
CREDITORS |
Amounts falling due after more than one year |
16 |
(29,957 |
) |
(36,226 |
) |
PROVISIONS FOR LIABILITIES | 19 | (53,035 | ) | (57,938 | ) |
NET ASSETS | 10,366,254 | 10,092,377 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 12,500 | 12,500 |
Share premium | 21 | 497,500 | 497,500 |
Capital redemption reserve | 21 | 596 | 596 |
Retained earnings | 21 | 9,855,658 | 9,581,781 |
SHAREHOLDERS' FUNDS | 10,366,254 | 10,092,377 |
The financial statements were approved by the Board of Directors and authorised for issue on 26 November 2024 and were signed on its behalf by: |
B J Fisher - Director |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
COMPANY BALANCE SHEET |
31 March 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 10 |
Investments | 11 |
Investment property | 12 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
16 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Share premium | 21 |
Capital redemption reserve | 21 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 460,903 | 255,957 |
The financial statements were approved by the Board of Directors and authorised for issue on |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
for the year ended 31 March 2024 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 April 2022 | 12,500 | 9,135,002 | 497,500 | 596 | 9,645,598 |
Changes in equity |
Dividends | - | (200,000 | ) | - | - | (200,000 | ) |
Total comprehensive income | - | 646,779 | - | - | 646,779 |
Balance at 31 March 2023 | 12,500 | 9,581,781 | 497,500 | 596 | 10,092,377 |
Changes in equity |
Dividends | - | (200,000 | ) | - | - | (200,000 | ) |
Total comprehensive income | - | 473,877 | - | - | 473,877 |
Balance at 31 March 2024 | 12,500 | 9,855,658 | 497,500 | 596 | 10,366,254 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
for the year ended 31 March 2024 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 April 2022 |
Changes in equity |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 March 2023 |
Changes in equity |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 March 2024 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
CONSOLIDATED CASH FLOW STATEMENT |
for the year ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (134,018 | ) | 197,593 |
Interest element of hire purchase payments paid |
(1,879 |
) |
(2,159 |
) |
Finance costs paid | (55,000 | ) | (55,000 | ) |
Tax paid | (136,029 | ) | (126,354 | ) |
Net cash from operating activities | (326,926 | ) | 14,080 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (3,543,122 | ) | (207,392 | ) |
Sale of tangible fixed assets | 314 | - |
Interest received | 15,727 | 7,517 |
Net cash from investing activities | (3,527,081 | ) | (199,875 | ) |
Cash flows from financing activities |
Capital repayments in year | (5,989 | ) | (5,710 | ) |
Transactions with directors | - | (21,329 | ) |
Equity dividends paid | (200,000 | ) | (200,000 | ) |
Net cash from financing activities | (205,989 | ) | (227,039 | ) |
Decrease in cash and cash equivalents | (4,059,996 | ) | (412,834 | ) |
Cash and cash equivalents at beginning of year |
2 |
5,558,997 |
5,971,831 |
Cash and cash equivalents at end of year | 2 | 1,499,001 | 5,558,997 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
for the year ended 31 March 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation | 660,105 | 832,577 |
Depreciation charges | 72,673 | 61,577 |
Profit on disposal of fixed assets | (244 | ) | - |
Finance costs | 56,879 | 57,159 |
Finance income | (15,727 | ) | (7,517 | ) |
773,686 | 943,796 |
Decrease/(increase) in stocks | 666,039 | (1,016,107 | ) |
(Increase)/decrease in trade and other debtors | (1,103,055 | ) | 72,741 |
(Decrease)/increase in trade and other creditors | (470,688 | ) | 197,163 |
Cash generated from operations | (134,018 | ) | 197,593 |
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 March 2024 |
31.3.24 | 1.4.23 |
£ | £ |
Cash and cash equivalents | 1,499,001 | 5,558,997 |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 5,558,997 | 5,971,831 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.4.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 5,558,997 | (4,059,996 | ) | 1,499,001 |
5,558,997 | (4,059,996 | ) | 1,499,001 |
Debt |
Finance leases | (41,936 | ) | 5,989 | (35,947 | ) |
Debts falling due within 1 year | (550,000 | ) | - | (550,000 | ) |
(591,936 | ) | 5,989 | (585,947 | ) |
Total | 4,967,061 | (4,054,007 | ) | 913,054 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
for the year ended 31 March 2024 |
1. | STATUTORY INFORMATION |
Zintello Merchants Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The principal accounting policies adopted in the preparation of the financial statements are set out below and remain unchanged from the previous year. |
Basis of consolidation |
The consolidated financial statements incorporate those of Zintello Merchants Limited and all of its subsidiary undertakings. All financial statements are made up to 31 March 2024. |
The assets, liabilities, costs and revenues of the subsidiary entities are adjusted to represent transactions with external third parties and combined. The consolidated financial statements present financial information for the group as a single economic entity. |
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. |
Critical accounting judgements and key sources of estimation uncertainty |
Zintello Merchants Limited: |
Accounting judgements and estimates relate primarily to investment property valuation which is noted below. The directors do not believe that any other accounting judgements or estimates are significant to the reported results of the entity. |
Tallon International Limited: |
Accounting estimates: |
i) Stock provisioning |
When calculating the stock provision management considers the potential resale ability of stock items, at or above cost, when determining the associated provision required. |
Accounting judgements: |
ii) Stock provisioning |
The business model is to buy goods in bulk quantities and sell it to distributors in smaller quantities. The key judgements in the financial statements are: |
a) whether to make a provision or not for stock, given that some goods such as calendars and diaries are time appropriate; and |
b) the level of such a provision, given any potential sale incentives offered to customers for old goods. |
Stock provisions have been made in these financial statements. The amounts and effect are disclosed in the notes below. |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover comprises the value of sales (net of value added tax) of goods and services provided in the normal course of business. Revenue is recognised in respect of service contracts when the company obtains the right to consideration. |
Investment income receivable is recognised in accordance with lease agreements. |
Tangible fixed assets |
Improvements to properties | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Freehold property is initially recognised at cost. Subsequently the group applies a valuation methodology similar to that followed for its investment property. |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
Investment property is held at a carrying value determined by the directors with reference to rental yield models. The valuation is reviewed annually and tested for impairment during this process. Any impairments are recognised in profit or loss when they arise. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at a standard rate set on an annual basis and considered to be reflective of market conditions. Exchange differences are taken into account in arriving at the operating result. |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to the profit and loss account over the life of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Product development expenditure |
Product development expenditure is charged to the profit and loss account as the expenditure is incurred. The company is continually developing its products by upgrading its existing products, extending its range of current products and creating new products. |
Financial instruments |
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. |
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement. |
Open foreign currency contracts are revalued at the period end with the surplus and deficits being recognised in the profit and loss account. |
Investments |
Investments are stated at historic cost less any provision for diminution in value. |
Preference shares |
Preference shares that provide for mandatory redemption by the issuer for a fixed or determinable amount at a fixed or determinable future date, or give the holder the right to require the issuer to redeem the instrument at or after a particular date for a fixed or determinable amount are classified as financial liabilities. Preference shares without these characteristics are classified within equity. |
Operating leases |
Rentals paid under operating leases are charged to the profit and loss account over the life of the lease. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
2024 | 2023 |
£ | £ |
Sale of goods | 18,317,250 | 17,765,250 |
Investment income | 24,000 | 24,000 |
18,341,250 | 17,789,250 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
3. | TURNOVER - continued |
An analysis of turnover by geographical market is given below: |
2024 | 2023 |
£ | £ |
United Kingdom | 15,650,176 | 15,204,746 |
Europe | 2,268,213 | 2,259,961 |
Rest of world | 422,861 | 324,543 |
18,341,250 | 17,789,250 |
4. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 2,112,575 | 1,933,313 |
Social security costs | 206,986 | 188,158 |
Other pension costs | 121,684 | 128,557 |
2,441,245 | 2,250,028 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Employees including executive directors |
2024 | 2023 |
£ | £ |
Directors' remuneration | 70,770 | 71,172 |
Directors' pension contributions to money purchase schemes | 1,800 | 40,000 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 1 | 1 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Depreciation - owned assets | 63,704 | 49,619 |
Depreciation - assets on hire purchase contracts | 8,969 | 11,958 |
Profit on disposal of fixed assets | (244 | ) | - |
Auditors' remuneration | 10,286 | 10,600 |
Taxation advisory services | - | 1,830 |
Operating leases - plant and machinery | 40,998 | 44,134 |
Operating leases - other | 299,448 | 305,352 |
Operating lease income | (24,000 | ) | (24,000 | ) |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Hire purchase | 1,879 | 2,159 |
Preference shares | 55,000 | 55,000 |
56,879 | 57,159 |
7. | 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 | 191,131 | 136,028 |
Deferred tax | (4,903 | ) | 49,770 |
Tax on profit | 186,228 | 185,798 |
UK corporation tax has been charged at 25 % (2023 - 19 %). |
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 | 660,105 | 832,577 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
165,026 |
158,190 |
Effects of: |
Expenses not deductible for tax purposes | 21,442 | 21,957 |
Capital allowances in excess of depreciation | - | (41,966 | ) |
Depreciation in excess of capital allowances | 1,188 | - |
Movement on temporary timing differences | (523 | ) | 49,371 |
Small variances | - | (1,754 | ) |
Effect of marginal rate relief | (905 | ) | - |
Total tax charge | 186,228 | 185,798 |
From April 2023, there was an increase in the main rate of corporation tax to 25%, which is expected to remain unchanged for the foreseeable future. |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
9. | DIVIDENDS |
2024 | 2023 |
£ | £ |
Ordinary shares of £1 each |
Interim | 200,000 | 200,000 |
10. | TANGIBLE FIXED ASSETS |
Group |
Improvements |
Freehold | to | Plant and |
buildings | properties | machinery |
£ | £ | £ |
COST |
At 1 April 2023 | - | 56,016 | 358,958 |
Additions | 3,503,340 | - | 35,551 |
Disposals | - | - | - |
At 31 March 2024 | 3,503,340 | 56,016 | 394,509 |
DEPRECIATION |
At 1 April 2023 | - | 25,485 | 173,426 |
Charge for year | - | 9,129 | 40,706 |
Eliminated on disposal | - | - | - |
At 31 March 2024 | - | 34,614 | 214,132 |
NET BOOK VALUE |
At 31 March 2024 | 3,503,340 | 21,402 | 180,377 |
At 31 March 2023 | - | 30,531 | 185,532 |
Fixtures |
and | Motor |
fittings | vehicles | Totals |
£ | £ | £ |
COST |
At 1 April 2023 | 252,628 | 154,617 | 822,219 |
Additions | 4,231 | - | 3,543,122 |
Disposals | - | (875 | ) | (875 | ) |
At 31 March 2024 | 256,859 | 153,742 | 4,364,466 |
DEPRECIATION |
At 1 April 2023 | 194,654 | 111,250 | 504,815 |
Charge for year | 12,012 | 10,826 | 72,673 |
Eliminated on disposal | - | (805 | ) | (805 | ) |
At 31 March 2024 | 206,666 | 121,271 | 576,683 |
NET BOOK VALUE |
At 31 March 2024 | 50,193 | 32,471 | 3,787,783 |
At 31 March 2023 | 57,974 | 43,367 | 317,404 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
10. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Motor |
vehicles |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 | 56,000 |
DEPRECIATION |
At 1 April 2023 | 20,125 |
Charge for year | 8,969 |
At 31 March 2024 | 29,094 |
NET BOOK VALUE |
At 31 March 2024 | 26,906 |
At 31 March 2023 | 35,875 |
Company |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST |
At 1 April 2023 |
and 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for year |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
10. | TANGIBLE FIXED ASSETS - continued |
Company |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Motor |
vehicles |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for year |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Registered office: Unit 4 Cyan Park, Coventry, CV2 4QP |
Nature of business: |
% |
Class of shares: | holding |
Tallon International Limited owns a dormant subsidiary incorporated in Ireland, Tallon Stationery EU Limited. |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
12. | INVESTMENT PROPERTY |
Group |
Total |
£ |
FAIR VALUE |
At 1 April 2023 |
and 31 March 2024 | 626,169 |
NET BOOK VALUE |
At 31 March 2024 | 626,169 |
At 31 March 2023 | 626,169 |
Investment property is shown at a fair value derived from rental yield as calculated by the directors. |
Company |
Total |
£ |
FAIR VALUE |
At 1 April 2023 |
Additions |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
Investment property is shown at a fair value derived from rental yield as calculated by the directors. |
13. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Stocks | 3,030,779 | 3,696,818 |
14. | DEBTORS |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 2,263,535 | 2,019,220 |
Amounts owed by group undertakings | - | - |
Other debtors | 752,797 | 263,243 |
VAT | 308,597 | - |
Prepayments | 210,814 | 148,591 |
3,535,743 | 2,431,054 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
14. | DEBTORS - continued |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due after more than one | year: |
Other debtors | 79,194 | 80,828 |
Aggregate amounts | 3,614,937 | 2,511,882 |
An impairment loss of £45,433 (2023 - £95,963) was recognised against trade debtors. |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Preference shares (see note 17) | 550,000 | 550,000 |
Hire purchase contracts (see note 18) | 5,990 | 5,710 |
Trade creditors | 641,364 | 788,282 |
Amounts owed to related parties | - | 1,259 |
Tax | 193,282 | 138,180 |
Social security and other taxes | 40,200 | 43,325 |
VAT | - | 411,698 | - | 184 |
Other creditors | 19,157 | 19,157 |
Accrued expenses | 659,430 | 567,118 |
2,109,423 | 2,524,729 |
The bank loan and overdrafts are secured by a legal mortgage over the group's freehold properties and a debenture incorporating fixed and floating charges over the assets of the group. |
The group's bankers also hold cross guarantees from Zintello Merchants Limited and Tallon International Limited. |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Hire purchase contracts (see note 18) | 29,957 | 36,226 |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
17. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year or on | demand: |
Preference shares | 550,000 | 550,000 | 550,000 | 550,000 |
Preference shares are redeemable at their par value on the company's part following 12 months written notice. They are redeemable at their par value on the holders part following 12 months written notice, or 1 months written notice for B shares. |
Details of shares shown as liabilities are as follows: |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
"A" Reedemable preference | £2,50 | 0 | 250,000 | 250,000 |
"B" Redeemable preference | £2,50 | 0 | 100,000 | 100,000 |
"C" Redeemable preference | £2,50 | 0 | 200,000 | 200,000 |
550,000 | 550,000 |
Preference shares are redeemable at their par value on the company's part following 12 months written notice. They are redeemable at their par value on the holders part following 12 months written notice, or 1 months written notice for B shares. |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
2024 | 2023 |
£ | £ |
Net obligations repayable: |
Within one year | 5,990 | 5,710 |
Between one and five years | 29,957 | 36,226 |
35,947 | 41,936 |
Company |
Hire purchase contracts |
2024 | 2023 |
£ | £ |
Net obligations repayable: |
Within one year |
Between one and five years |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
18. | LEASING AGREEMENTS - continued |
The group has the following non-cancellable operating leases: |
2024 | 2023 |
£ | £ |
Within one year | 342,448 | 342,753 |
Between one and five years | 925,308 | 1,213,369 |
In more than five years | - | - |
1,556,122 | 1,556,122 |
One investment property is occupied under a rolling agreement capable of cancellation with 30 days notice on either part. As such the non-cancellable operating lease income represents one month's rental at £2,000 (2023 - £2,000). |
19. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax |
Accelerated capital allowances | 54,642 | 59,022 |
Other timing differences | (1,607 | ) | (1,084 | ) |
53,035 | 57,938 |
Group |
Deferred |
tax |
£ |
Balance at 1 April 2023 | 57,938 |
Credit to Income Statement during year | (4,903 | ) |
Balance at 31 March 2024 | 53,035 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 10,000 | 10,000 |
Ordinary A | £1 | 2,500 | 2,500 |
12,500 | 12,500 |
Each class of share capital has consistent voting rights and rank pari passu with each other on a return of capital. |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
21. | RESERVES |
Group |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 April 2023 | 9,581,781 | 497,500 | 596 | 10,079,877 |
Profit for the year | 473,877 | 473,877 |
Dividends | (200,000 | ) | (200,000 | ) |
At 31 March 2024 | 9,855,658 | 497,500 | 596 | 10,353,754 |
Company |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 April 2023 | 3,750,192 |
Profit for the year |
Dividends | ( |
) | ( |
) |
At 31 March 2024 | 4,011,095 |
Retained earnings |
This reserve represents all current and prior period realised profits and losses. |
Share premium |
This reserve represents the amount paid in excess over the nominal value of the shares of the company to acquire the shares. |
Capital redemption reserve |
This reserve represents amounts relating to adjustments in the share capital of the company. |
22. | PENSION COMMITMENTS |
The company operates a defined contribution pension scheme in respect of the directors and staff. The scheme and its assets are held by independent managers. The pension charge represents contributions due from the company and amounted to £121,684 (2023 - £128,557). Included within creditors is an amount due to scheme providers totalling £81,428 (2023 - £58,336). |
23. | CONTINGENT LIABILITIES |
The directors of the company are not aware of any other contingent liability apart from those outlined as part of the bank security arrangements explained further in the notes to the financial statements. |
ZINTELLO MERCHANTS LIMITED (REGISTERED NUMBER: 00826635) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the year ended 31 March 2024 |
24. | OTHER FINANCIAL COMMITMENTS |
As at 31 March 2024 the subsidiary company had the following financial commitments under forward exchange contracts:- |
Contract detail | Commitment | Rate |
$ | $/ £1 |
Contracts dated November 2023, maturing April to August 2024 |
3,500,000 |
1.2542 to 1.2701 |
Contracts dated December 2023, maturing April to August 2024 | 750,000 | 1.2701 to 1.272 |
Contracts dated March 2024, maturing September to October 2024 | 1,000,000 | 1.2823 to 1.282 |
The commitments above are in the ordinary course of the company's business and form part of the directors' risk management strategy, whose aim is to reduce the company's exposure to adverse exchange rate movements on its purchasing, a significant proportion of which is denominated in US dollars. |
25. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the years ended 31 March 2024 and 31 March 2023: |
2024 | 2023 |
£ | £ |
T Johnson |
Balance outstanding at start of year | 21,329 | - |
Amounts advanced | - | 24,000 |
Amounts repaid | (3,736 | ) | (2,671 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 17,593 | 21,329 |
Directors' loans are repayable on demand and attract no interest. |
26. | RELATED PARTY DISCLOSURES |
During the year, total dividends of £39,000 (2023 - £39,000) were paid to the directors. |
Preference dividends totalling £3,750 (2023 - £3,750) were voted to the directors during the year. |
The directors are considered to be key management. Their remuneration is outlined in the notes to the financial statements. |
During the year, Zintello Merchants Ltd paid and received amounts on behalf of trusts, which are significant shareholders of Zintello Merchants Ltd. At the year end, a debtor of £1,861 is recognised within other debtors (2023 - £1,705). |
27. | CONTROLLING INTERESTS |
The directors are considered to be the ultimate controlling parties by virtue of their ability to act in concert in respect of the financial and operating policies of the company. |