Registration number:
Tamworth Holdings Limited
for the Year Ended 31 January 2024
Tamworth Holdings Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
Tamworth Holdings Limited
Company Information
Directors |
P Vousden P McConnell |
Registered office |
|
Auditors |
|
Tamworth Holdings Limited
Strategic Report for the Year Ended 31 January 2024
The directors present their strategic report for the year ended 31 January 2024.
Principal activity
The principal activity of the group is that of a holding company.
Fair review of the business
Both Stacatruc Limited and Knightbridge Mechanical Handling Limited are sister companies which are involved in the supply, maintenance, hire and repair of material handling equipment to a wide range of customers.
The year ending January 2024 saw a strong performance for the business, with turnover growing 21% and EBITDA rising 26%, maintaining EBITDA margins of 14%. All revenue lines grew during the period, most notably the sale of equipment.
The Group made the acquisition of Waveney Fork Trucks Limited during the year and Blandford Fork Trucks Limited after the year end. Both have strengthened the position of the Group and added geographical coverage.
We have continued to increase stock held by the business, and have grown our dealer network ,both of which have contributed to the performance. The business continues to invest in its stock and employees to hit its growth targets.
The Business has entered into an MBO in after the end of the financial year,moving from Merino Private Equity to YFM Equity partners as majority shareholders. This has given the business a strong platform for growth in the future.
Sustaining an optimal level of engineering resource remains a key management challenge, which we have addressed successfully. During the year, the business reached an all-time high for field service engineers and continues to invest in its staff.
Tamworth Holdings Limited
Strategic Report for the Year Ended 31 January 2024
Principal risks and uncertainties
The principal risks and uncertainties faced by the group include the following:
The UK Economy, change in Government– the business experienced lower levels of inflation compared to prior periods. However, there remains a level of uncertainty in the marketplace, to which our hire and used equipment range both address in respect of those customers who are cautious about longer term capital commitments.
Supply chain – the group relies on 10 – 15 key suppliers which operate globally. Lead times and supply improved in the year, mitigated also by higher stock holdings within the business., Supply chain risk is mitigated by the fact that the business has a diverse supplier base alongside the fact that the business also deals in used material handling equipment and boasts strong hire and service revenue streams.
Liquidity risk – the company is funded in part by facilities provided by a third party, Arbuthnot Asset Finance. The company manages and oversees cash flow forecasts regularly ensure it has sufficient funds to meet its obligations, whilst also ensuring compliance with the covenants given to its 3rd party financier.
Although the business uses a number of detailed operational KPIs to track its progress throughout its departments the directors believe the addition of these KPIs is not necessary for understanding the development or position of the business.
Directors have assessed the going concern based on the financial resources detailed and the Budget and future and are confident that the Company is a going concern and is likely to remain so for the foreseeable future.
Approved and authorised by the
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Tamworth Holdings Limited
Directors' Report for the Year Ended 31 January 2024
The directors present their report and the for the year ended 31 January 2024.
Directors of the group
The directors who held office during the year were as follows:
The following directors were appointed after the year end:
Financial instruments
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
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Tamworth Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report 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 group and the company 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 apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Tamworth Holdings Limited
Independent Auditor's Report to the Members of Tamworth Holdings Limited
Opinion
We have audited the financial statements of Tamworth Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 the parent company's affairs as at 31 January 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 auditor 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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Tamworth Holdings Limited
Independent Auditor's Report to the Members of Tamworth Holdings Limited
Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor 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 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:
Tamworth Holdings Limited
Independent Auditor's Report to the Members of Tamworth Holdings Limited
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. As such, we have considered:
the nature of the industry and sector, control environment and business performance including the company's
remuneration policy, bonus levels, and performance targets;
the company's own assessment, including assessments made by key management, of the risks that
irregularities may occur either as a result of fraud or error;
any matters we identified having reviewed the company's policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances 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 amongst the audit engagement team.
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the areas in which management is
required to exercise significant judgement, such as the disclosure of adjusting items. 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 framework that the 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 were the Companies Act, tax legislation and regulations concerning importing and exporting to and
from the UK.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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.
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For and on behalf of
2 Old Bath Road
Berkshire
RG14 1QL
Tamworth Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 31 January 2024
Note |
2024 |
(As restated) |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Operating profit |
|
|
|
Interest payable and similar expenses |
( |
( |
|
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
The group has no recognised gains or losses for the year other than the results above.
Tamworth Holdings Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 January 2024
2024 |
(As restated) |
|
Profit for the year |
|
|
Total comprehensive income for the year |
|
|
Total comprehensive income attributable to: |
||
Owners of the company |
|
|
Tamworth Holdings Limited
(Registration number: 13233431)
Consolidated Balance Sheet as at 31 January 2024
Note |
2024 |
(As restated) |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
1,053 |
1,053 |
|
Share premium reserve |
64,779 |
4,948 |
|
Capital redemption reserve |
97 |
- |
|
Retained earnings |
1,641,185 |
523,405 |
|
Equity attributable to owners of the company |
1,707,114 |
529,406 |
|
Shareholders' funds |
1,707,114 |
529,406 |
Approved and authorised by the
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Tamworth Holdings Limited
(Registration number: 13233431)
Balance Sheet as at 31 January 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
- |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
1,053 |
1,053 |
|
Share premium reserve |
64,779 |
4,948 |
|
Capital redemption reserve |
97 |
- |
|
Retained earnings |
468,825 |
448,945 |
|
Shareholders' funds |
534,754 |
454,946 |
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company made a profit after tax for the financial year of £106,546 (2023 - profit of £479,763).
Approved and authorised by the
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Tamworth Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 January 2024
Equity attributable to the parent company
Share capital |
Share premium |
Retained earnings |
Total |
Total equity |
|
At 1 February 2022 |
|
- |
( |
( |
( |
Profit for the year |
- |
- |
|
|
|
New share capital subscribed |
|
|
- |
|
|
At 31 January 2023 |
1,053 |
4,948 |
523,405 |
529,406 |
529,406 |
Share capital |
Share premium |
Capital redemption reserve |
Retained earnings |
Total |
Total equity |
|
At 1 February 2023 |
|
|
- |
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
New share capital subscribed |
- |
|
- |
- |
|
|
Purchase of own share capital |
- |
- |
- |
(86,666) |
(86,666) |
(86,666) |
Other capital redemption reserve movements |
- |
- |
97 |
- |
97 |
97 |
At 31 January 2024 |
|
|
|
|
|
|
Tamworth Holdings Limited
Statement of Changes in Equity for the Year Ended 31 January 2024
Share capital |
Share premium |
Retained earnings |
Total |
|
At 1 February 2022 |
|
- |
( |
( |
Profit for the year |
- |
- |
|
|
New share capital subscribed |
|
|
- |
|
At 31 January 2023 |
1,053 |
4,948 |
448,945 |
454,946 |
Share capital |
Share premium |
Capital redemption reserve |
Retained earnings |
|
At 1 February 2023 |
|
|
- |
|
Profit for the year |
- |
- |
- |
|
New share capital subscribed |
- |
|
- |
- |
Purchase of own share capital |
- |
- |
- |
(86,666) |
Other capital redemption reserve movements |
- |
- |
97 |
- |
At 31 January 2024 |
|
|
|
|
Total |
|
At 1 February 2023 |
|
Profit for the year |
|
New share capital subscribed |
|
Purchase of own share capital |
(86,666) |
Other capital redemption reserve movements |
97 |
At 31 January 2024 |
|
Tamworth Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 January 2024
Note |
2024 |
(As restated) |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Loss/(profit) on disposal of tangible assets |
|
( |
|
Finance costs |
|
|
|
Income tax expense |
|
|
|
Foreign exchange gains/losses |
|
- |
|
|
|
||
Working capital adjustments |
|||
Decrease in stocks |
|
|
|
Increase in trade debtors |
( |
( |
|
(Decrease)/increase in trade creditors |
( |
|
|
Cash generated from operations |
( |
|
|
Income taxes paid |
( |
- |
|
Net cash flow from operating activities |
( |
|
|
Cash flows from investing activities |
|||
Acquisition of subsidiaries |
- |
( |
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
|
|
Acquisition of intangible assets |
( |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
Payments for purchase of own shares |
( |
- |
|
Proceeds from bank borrowing draw downs |
|
|
|
Repayment of bank borrowing |
( |
( |
|
Repayment of other borrowing |
( |
- |
|
Payments to finance lease creditors |
( |
- |
|
Net cash flows from financing activities |
|
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
Cash and cash equivalents at 1 February |
|
|
|
Cash and cash equivalents at 31 January |
295,577 |
390,545 |
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
The company has taken the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 January 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements have been prepared on a going concern basis. Directors have assessed going concern based on forecasted financial resources and performance, which indicates the group to be operational for the foreseeable future.
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The judgement and accounting estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows.
Impairment of non-financial assets - At each balance sheet date non-financial assets not carried at fair value are assessment to determine whether there is any indication that the assets are impaired. If there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. .
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Tax
The tax expense for the period comprises current tax payable and deferred tax.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Leasehold land and buildings |
25% reducing balance |
Furniture, Fittings and Equipment |
20-50% straight line / 8-30% reducing balance |
Motor Vehicles |
20-25% straight line / 25% reducing balance |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
10 year straight line |
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Investments
Investments in subsidiaries are measured at cost less impairment. Investments in subsidiaries are assessed at the end of each reporting period for evidence of impairment. If evidence of impairment is identified, an impairment loss is recognised in the Statement of comprehensive income.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
2024 |
(As restated) |
|
Sale of goods |
|
|
Rendering of services |
|
|
|
|
The analysis of the group's Turnover for the year by market is as follows:
2024 |
(As restated) |
|
UK |
|
|
Operating profit |
Arrived at after charging/(crediting)
2024 |
2023 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Loss/(profit) on disposal of property, plant and equipment |
|
( |
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Interest payable and similar expenses |
2024 |
2023 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Interest expense on other finance liabilities |
|
|
Foreign exchange losses |
( |
- |
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Other short-term employee benefits |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Administration and support |
|
|
Sales |
|
|
Other departments |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2024 |
2023 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
98,224 |
164,348 |
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Auditors' remuneration |
2024 |
2023 |
|
Audit of these financial statements |
26,755 |
20,050 |
Other fees to auditors |
||
All other non-audit services |
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
2024 |
(As restated) |
|
Current taxation |
||
UK corporation tax |
|
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
( |
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2024 |
(As restated) |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
Tax (decrease)/increase from other short-term timing differences |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Effect of tax losses |
|
|
Tax decrease arising from group relief |
( |
- |
Tax decrease from transfer pricing adjustments |
( |
- |
Double taxation relief |
( |
- |
Increase in UK and foreign current tax from unrecognised tax loss or credit |
- |
|
Total tax charge |
|
|
Deferred tax
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Group
Deferred tax assets and liabilities
2024 |
Asset |
Liability |
Accelerated capital allowances |
- |
|
- |
|
2023 |
Asset |
Liability |
Accelerated capital allowances |
- |
|
- |
|
At the year end date, the company did not have any deferred tax.
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
At 1 February 2023 |
|
|
Additions acquired separately |
|
|
At 31 January 2024 |
|
|
Amortisation |
||
At 1 February 2023 |
|
|
Amortisation charge |
|
|
At 31 January 2024 |
|
|
Carrying amount |
||
At 31 January 2024 |
|
|
At 31 January 2023 |
|
|
At the year end date, the Company did not hold any intangible assets.
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Tangible assets |
Group
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
Cost or valuation |
||||
At 1 February 2023 |
|
|
|
|
Additions |
|
|
|
|
Disposals |
- |
( |
( |
( |
At 31 January 2024 |
|
|
|
|
Depreciation |
||||
At 1 February 2023 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
( |
At 31 January 2024 |
|
|
|
|
Carrying amount |
||||
At 31 January 2024 |
|
|
|
|
At 31 January 2023 |
|
|
|
|
At the year end date, the Company did not hold any tangible assets.
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2024 |
2023 |
|||
Subsidiary undertakings |
||||
|
Unit 10,
|
|
|
|
United Kingdom |
||||
|
Unit 10,
|
|
|
|
United Kingdom |
||||
|
Unit 10,
|
|
|
|
United Kingdom |
* indicates direct investment of the company
Subsidiary undertakings
Knightsbridge Mechanical Handling Limited The principal activity of Knightsbridge Mechanical Handling Limited is |
Stacatruc Holdings Limited The principal activity of Stacatruc Holdings Limited is |
Stacatruc Limited The principal activity of Stacatruc Limited is |
Company
2024 |
2023 |
|
Investments in subsidiaries |
|
|
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Subsidiaries |
£ |
Cost or valuation |
|
At 1 February 2023 |
|
Provision |
|
Carrying amount |
|
At 31 January 2024 |
|
At 31 January 2023 |
|
Stocks |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Work in progress |
|
|
- |
- |
Other inventories |
|
|
- |
- |
|
|
- |
- |
Debtors |
Group |
Company |
||||
Current |
Note |
2024 |
(As restated) |
2024 |
2023 |
Trade debtors |
|
|
- |
- |
|
Amounts owed by related parties |
- |
- |
|
|
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
Accrued income |
|
|
- |
- |
|
|
|
|
|
The amounts owed by related parties on the company balance sheet are unsecure, interest free and repayable on demand. However, the company does not intend to recall the amounts owed in the next 18 months.
Cash and cash equivalents |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Cash on hand |
|
|
- |
- |
Cash at bank |
|
|
- |
- |
|
|
- |
- |
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Creditors |
Group |
Company |
||||
Note |
2024 |
(As restated) |
2024 |
Restated |
|
Due within one year |
|||||
Loans and borrowings |
|
|
|
- |
|
Trade creditors |
|
|
|
|
|
Amounts due to related parties |
- |
- |
|
|
|
Social security and other taxes |
|
|
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
Other payables |
|
|
|
|
|
Accruals |
|
|
|
|
|
Income tax liability |
813,336 |
439,852 |
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
- |
|
|
Other non-current financial liabilities |
- |
|
- |
|
|
708,735 |
3,053,892 |
- |
845,718 |
A restatement was made to the comparative information in the company to reflect the correct ageing of the loans and borrowings.
Provisions for liabilities |
Group
Deferred tax |
Total |
|
At 1 February 2023 |
|
|
Increase (decrease) in existing provisions |
( |
( |
At 31 January 2024 |
|
|
|
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. |
£ |
No. |
£ |
|
|
|
756 |
|
723 |
|
|
78 |
|
78 |
|
|
103 |
|
200 |
|
|
116 |
|
52 |
|
|
|
|
Loans and borrowings |
Current loans and borrowings
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Hire purchase contracts |
|
|
- |
- |
Unsecured debentures |
|
- |
|
- |
Other borrowings |
|
|
|
- |
|
|
|
- |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Non-current loans and borrowings |
||||
Hire purchase contracts |
|
|
- |
- |
Loan notes |
- |
|
- |
|
Other borrowings |
|
|
- |
|
|
|
- |
|
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
The company holds loan notes. Loan notes are interest bearing at 8.00% and repayable April 2028. However, the loan notes were settled on 27 August 2024 as a result of the acquisition.
Included in other payables is an asset lending agreement. This was entered into by the group on 11 June 2021, the terms were amended on 19 August 2022. Tamworth Holdings Limited and Stacatruc Holdings Limited are named as Obligators on this loan. The Facilities are held by Stacatruc Limited and Knightsbridge Mechanical Handling Limited.
The facilities in place are as follows:
• A Receivables Finance Facility #1 at a 2.45% discount margin, repayable no earlier than August 2025.
• A Receivables Finance Facility #2 at a 2.45% discount margin, repayable no earlier than August 2025
• P&M Loan Facility #1, interest bearing at 3.85% plus base rate and repayable over 4 years on a monthly basis, repayable June 2025.
• P&M Loan Facility #2, interest bearing at 3.85% plus base rate and repayable over 5 years on a monthly basis, repayable August 2027.
• Loan Facility, interest bearing at 5.85% plus base rate payable over 5 years on a monthly basis, repayable June 2026.
• CBILs Loan Facility, interest bearing at 4.99% plus base rate, repayable over 5 years on a monthly basis, repayable June 2027.
• A P&M Revolving Credit Facility, interest bearing at 5% plus base rate, repayable August 2025.
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
2024 |
2023 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Analysis of changes in net debt |
Group
At 1 February 2023 |
Cash flows |
Other non-cash changes |
At 31 January 2024 |
|
Cash and cash equivalents |
||||
Cash |
390,545 |
(94,968) |
- |
295,577 |
Borrowings |
||||
Long term borrowings |
(2,886,892) |
2,601,899 |
(423,742) |
(708,735) |
Short term borrowings |
(1,257,059) |
(2,361,236) |
- |
(3,618,295) |
(4,143,951) |
240,663 |
(423,742) |
(4,327,030) |
|
|
||||
( |
|
( |
( |
Financial instruments |
Group
Categorisation of financial instruments
2024 |
(As restated) |
|
Financial assets measured at amortised cost |
|
|
Financial liabilities measured at amortised cost |
( |
( |
Tamworth Holdings Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Company
Categorisation of financial instruments
2024 |
2023 |
|
Financial liabilities measured at amortised cost |
( |
( |
Financial asset measured at amortised cost |
|
|
Non adjusting events after the financial period |
|