The directors present the strategic report for the year ended 31 March 2024.
Founded in 1936, the Wilsons Auctions Group is the largest independently owned auction house in both the United Kingdom and Ireland. At the year end the group had ten auction sites throughout the UK and Ireland. From these sites it handles the sale of assets from around the world. This allows vendors the best opportunity to benefit from regional price variations and maximise the price realised at auction.
The group maintains five storage and distribution facilities throughout the UK and has expertise in a wide range of asset valuation and auctioneering services including cars, plant and machinery, liquidation and property. The group has strengthened its skill base in jewellery valuation and identifying counterfeit goods in order to service this growing market.
Wilsons Auctions is progressive and forward-looking with a passion for continually finding new ways to offer first rate sales and services to both buyers and sellers alike. This is achieved by the provision of a thoroughly professional and personal service while keeping up to date with the latest technology and industry advances. That commitment is reflected in the new back office system and website which will launch in 2025. This software is a step to change the way our auctions will operate and will provide customers with a modern interface to buy and sell goods at auction.
Investment in the business is considered by the directors to be vital for maintaining existing business and for securing long term future contracts. During the year, Wilsons Auctions continued its redevelopment of its flagship site at Shotton Point in North Wales. This nationally significant site will open for business in 2025 providing a first class auction facility with the local community encouraged to enjoy the landscaped gardens.
Wilsons Auctions has also begun to replace and enhance its car transporter fleet. This will provide a better service to our vendors, improve fuel economy and ensure we meet the stringent emissions targets required by local and national government.
Earnings before interest, tax, depreciation and amortisation (EBITDA), is considered by the directors to be the key performance indicator and the most effective measure to evaluate the performance of the business. The directors are pleased to report an EBITDA for the group of £9,015,010 (2023 - £8,541,430).
The directors also consider turnover, and the value attained for goods at auction to be good performance indicators and effective measures to help evaluate the performance of the business.
Turnover increased by 7% from £37,403,565 in 2023 to £40,113,836 in 2024 generating a gross profit of £19,499,065 (2023 - £18,182,109) at a gross profit margin of 49% (2023 - 49%). These changes were as a result of a change in sales mix across the group, and a continued growth in value of goods sold. The total value of goods auctioned in the year grew to £561,674,473 (2023 - £485,151,295).
The directors consider that the principal risks and uncertainties facing the group are:
Competitive Forces
The group faces competition in all locations. Whilst competitors are largely competing on price, Wilsons Auctions continues to differentiate its offering based on a professional service, prices achieved at auction and not buying stock, for resale purposes, as has become the norm with competitors.
Eurozone Transactions
The group operates in Ireland and is exposed to fluctuations in the Euro currency. The group has developed a diversified business model which involves countercyclical elements through its liquidations and disposals department. The group monitors cash requirements in both currencies in which it operates and seeks to take advantage of the best available exchange rates having regard to operational requirements.
Information Technology
The group continually maintains and updates both hardware and software to protect against external attack while operating a back up process to allow business to both continue and be restored in the event of accidental or deliberate failure of the IT systems. The group also holds Cyber Essential Certification and has completed implementation of ISO27001 on Information Security.
The directors recognise their duty to act, in good faith, in order to promote the success of the group and company for the benefit of its members as a whole, and in doing so, having due regard (amongst other matters) to:
the likely consequence of any decision in the long term
the interests of the group and company’s employees
the need to foster the group and company’s business relationships with suppliers, customers and others
the impact of the group and company’s operations on the community and the environment
the desirability of the group maintaining a reputation for high standards of business conduct
the need to act fairly as between members of the group and company.
The group's key stakeholders are considered to be investors, customers, suppliers and employees.
The directors strive to understand the interests of its stakeholders and the impact of the group and company's decisions on them and do this by continued direct engagement.
Investors
The directors recognise the importance of shareholder support and current debt funding in achieving the group's capital investment programme which has continued in the year to 31 March 2024. All shareholders are encouraged to engage in the key decision making process of the Board.
Customers and suppliers
Strong, mutually beneficial relationships with both customers and suppliers is a key component of the group's continued success. The directors continually engage with customers and suppliers to manage expectations and deliverables.
Employees
The group's employees play an important role in Wilsons Auctions success. As stated in the Directors' Report, the involvement of employees in the group's performance is actively encouraged by the provision of relevant information. Employees are kept informed of performance and other financial and economic factors affecting the group and company.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2024.
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Consultation with employees is made at all levels, with the aim of ensuring that views are taken into account when decisions are made that are likely to affect their interests. Communication with all employees is made by emailed newsletters and manager briefings.
The business had a number of employee engagement activities during the year.
The Strategic Report discloses other matters to be disclosed in respect of the group's business relationships with customers, suppliers and others.
The auditor, GMcG LISBURN, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The group recognises its corporate responsibility to carry out its operations while minimising its environmental impact. The group monitors various environmental objectives as part of its ISO accreditation. It continually works to reduce the direct environmental impact. In the year to 31 March 2024 the group generated 1,321 tonnes (2023 - 1,517 tonnes) of CO2 emissions from electricity and fuel usage.
The group has set objectives on carbon reduction, EV charging points, tree planting and re-wilding, re-use and recycling of cardboard, solar panel installation and PHEV and electric cars in its fleet.
We have audited the financial statements of Wilsons Auctions Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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).
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which 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.
As explained more fully in the directors' responsibilities statement, 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 is 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing potential risks of material misstatement in respect of irregularities, including fraud and non-compliances with laws and regulations, we considered the following:
The nature of the industry and sector, control environment and business performance, including the group's and company’s remuneration policies for directors, bonus levels and performance targets, if any;
Results of our enquiries of management about their own identification and assessment of the risks of irregularities;
Any matters we identified having obtained and reviewed the group's and company’s documentation of their policies and procedures relating to:
Identifying, evaluating and complying with laws and regulations and whether they were aware of any instance of non-compliance;
Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
The internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
The matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the group and company for fraud and identified the greatest potential for fraud in revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the group and company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006, and local tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's and company’s ability to operate or to avoid a material penalty.
Our procedures to respond to the risks identified included the following:
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Enquiring of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Reading minutes of meetings of those charged with governance and reviewing correspondence with tax authorities; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions, misrepresentations, or the 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 an auditor's report 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.
The income statement has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £6,571,652 (2023 - £8,012,963).
Wilsons Auctions Limited (“the company”) is a private limited company domiciled and incorporated in Northern Ireland. The registered office is 22 Mallusk Road, Glengormley, Newtownabbey, Co Antrim, BT36 4PP.
The principal activity of the group is that of auctioneers. The group operates out of ten locations in the United Kingdom and Republic of Ireland. They are located at Belfast (Northern Ireland), Portadown (Northern Ireland), Dalry (Scotland), Dublin (Republic of Ireland), Telford (England), Queensferry (England), Newcastle (England), Newport (Wales), Maidstone (England) and Oxford (England).
The group consists of Wilsons Auctions Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling. Monetary amounts in these financial statements are rounded to the nearest £. The company operates with two functional currencies. The Belfast, Portadown, Dalry, Telford, Queensferry, Newcastle, Newport, Maidstone and Oxford branches operate with Sterling as their functional currency. The functional currency of the Dublin branch is the Euro.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated financial statements incorporate those of Wilsons Auctions Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries are consolidated using the purchase method, with the exception of Wilsons Auctions (Portadown) Limited which is consolidated under merger accounting principles. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The group income statement and statement of cash flows include the results and cash flows of Wilsons Auctions (Telford) Ltd, Wilsons Auctions (Portadown) Limited, Wilsons Auctions Newport Limited, Wilsons Auctions (Maidstone) Limited, Wilsons Auctions Spain S.L., Wilsons Auctions Oxford Capital Limited and Wilsons Auctions Oxford Limited for the period.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Commission and associated revenue from auction sales is recognised when a bid is agreed between vendor and purchaser, cancellation of auction sales is recognised at the date of cancellation by either vendor or purchaser. Revenue is measured at the fair value of the consideration received or receivable and represents the commissions on the sale of vehicles and other items, exclusive of Value Added Tax.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. When the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit, once development has been completed.
No provision for amortisation has been made on the group's development costs capitalised as the software being developed has not yet been brought into use at the year end.
No provision for depreciation is made on the group's freehold property as the estimated residual value of the property is not materially different from the carrying value and hence any depreciation to be charged would be immaterial. The group has a policy of regular maintenance and repair such that the property is retained at its previously assessed standard of performance.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
The accounts of foreign branches have been translated at the rates of exchange ruling at the balance sheet date. Exchange differences arising on the retranslation of these accounts at the beginning of the year are dealt with through the reserves of the company.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The annual depreciation charge on fixed assets depends primarily on the estimated lives of each type of asset and estimates of residual values. The directors regularly review these asset lives and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have a significant impact on depreciation and amortisation charges for the period. Detail of the useful lives is included in the accounting policies.
Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value. Fair value is determined annually and derived from the current market rents and investment property yields for comparable real estate. Valuation involves some estimation uncertainty but is based on periodic advice from expert valuers.
Fair value is determined annually and derived from the current market rents and investment property yields for comparable real estate. Valuation involves some estimation uncertainty but is based on periodic advice from independent expert valuers.
Judgements are made in relation to the calculation of certain aspects of the year end tax provisions and the respective tax charge. The management used external professional advice to support the year end provisions.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2023 - 5).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
As part of a group reorganisation on 1 April 2022 and 1 April 2023, the trade and assets of the subsidiary companies were hived up to Wilsons Auctions Limited. More information is given in note 15.
Transfer from investments
The reorganisation resulted in a reclassification of the original investment in the subsidiary companies. £2,259,937 (2023 - £2,901,132) being the goodwill at date of acquisition was transferred from investments to goodwill.
Other adjustments
As the acquisition of the subsidiaries happened some time ago, an amount equivalent to historic goodwill amortisation charge being £357,824 (2023 - £2,165,267) has been taken to retained earnings.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Freehold land and buildings were revalued at 31 March 2024 on an open market basis by the directors. The valuation takes into consideration valuations carried out by external Chartered Surveyors and Property Consultants in March 2022, which the directors consider to be the valuation as at 31 March 2024.
If revalued assets were stated on an historical basis rather than a fair value basis, the total amounts included would have been as follows:
The fair value of the investment property has been arrived at on the basis of a valuation carried out in March 2022 by external Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis, which the directors consider to be the valuation as at 31 March 2024.
As part of a group reorganisation on 1 April 2022, the trade and assets of the subsidiary companies, Wilsons Auctions (Portadown) Limited, Wilsons Auctions (Telford) Limited, Wilsons Auctions Newport Limited and Wilsons Auctions Oxford Capital Limited were hived up to Wilsons Auctions Limited.
As part of a group reorganisation on 1 April 2023, the trade and assets of the subsidiary company Wilsons Auctions Oxford Limited were hived up to Wilsons Auctions Limited.
Transfer to goodwill
The reorganisation resulted in a reclassification of the original investment in the subsidiary companies. £2,259,937 (2023 - £2,901,132) being the goodwill at acquisition was transferred from investments to goodwill.
Other adjustments
On the reorganisation, net assets were transferred from the subsidiary to Wilsons Auctions Limited and dividends totalling £2,416,218 (2023 - £7,095,807) were received by Wilsons Auctions Limited from the subsidiary companies. As a result the original investment in these subsidiaries has been written down to the recoverable amount, with a charge of £1,522,481 (2023 - £4,728,171) being recognised in the income statement of the company.
The reorganisation had no impact on the group accounts.
Details of the company's subsidiaries at 31 March 2024 are as follows:
The registered office of Wilsons Auctions (Maidstone) Limited and Wilsons Auctions (Telford) Ltd is Trench Lock 2, Telford, Shropshire, TF1 5YL.
The registered office of Wilsons Auctions (Portadown) Limited is 22 Mallusk Road, Newtownabbey, BT36 4PP.
The registered office of Wilsons Auctions Newport Limited is Auction House, Usk Way, Newport, Gwent, NP20 2BX.
The registered office of the Wilsons Auctions Spain S.L. is Urb. La Capellania 12 Marbella, Malaga, Spain.
The registered office of Wilsons Auctions Oxford Capital Limited and Wilsons Auctions Oxford Limited is Bromag Industrial Estate, Old A40, Witney, Oxfordshire, OX29 0SR.
The group's bank facilities are secured on the assets and property of the group.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3-5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Included in finance leases are aggregate amounts of £602,950 (2023 - £205,326) for the group and £602,950 (2023 - £185,142) for the company which are secured upon the assets of the group and company.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
In relation to the company and group at the balance sheet date there exists a deferred tax asset of £nil (2023 - £170,483) at a corporation tax rate of 25% (2023 - 25%). The deferred tax asset arises primarily in respect of decelerated capital allowances. In accordance with FRS102 and the accounting policies this asset has not been recognised.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the year end the group had an outstanding liability of £8,977 (2023 - £8,073) in relation to the defined contribution scheme.
Currently there is an ongoing claim against the parent company by a previous tenant of one of the group's properties for breach of lease. The parent company has counter-claimed against the tenant, as the tenant had not met conditions stipulated in the lease. The case is at an early stage and it is not practicable to determine any potential financial impact, until court proceedings commence. However, the directors consider that this contingent liability should be noted.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
Amounts contracted for but not provided in the financial statements:
Key management includes the Board of Directors of the group. The compensation paid or payable to key management for employee services is shown in note 8.
(i) Mr I Wilson and Mrs A Wilson Retirement and Death Benefit Scheme
Wilsons Auctions Limited rents premises, from which the Telford branch operates, from the pension fund of Mr I and Mrs A Wilson, directors. During the year rent of £89,000 (2023 - £89,000) was payable to Mr I & Mrs A Wilson's pension fund. At 31 March 2024 an amount of £84,936 (2023 - £71,366) was owed to the pension fund.
(ii) Transactions with Directors
During the year rent of £80,000 (2023 - £80,000) was paid on an arm's length basis to Mr I Wilson, a director.
Dividends totalling £0 (2023 - £0) were paid in the year in respect of shares held by the company's directors.
Advances or credits have been granted by the group to its directors as follows: