Company registration number 03950316 (England and Wales)
PORTA ROMANA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 APRIL 2024
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
PORTA ROMANA LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 29
PORTA ROMANA LIMITED
COMPANY INFORMATION
- 1 -
Directors
A N W Hills
S C Hills
A K Milam
J D Peacock
T P Powell
Secretary
P J Williams
Company number
03950316
Registered office
Northbrook
Farnham
Surrey
GU10 5EU
Auditor
TC Group
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
PORTA ROMANA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -

The directors present the strategic report for the year ended 30 April 2024.

Fair review of the business

Porta Romana Limited specialises in the design, making and distribution of high value quality lighting, furniture and accessories for the interior design industry.

 

The company is committed to an unbroken chain of excellence from design to delivery. The core values of the business are underpinned by a cultural ethos in looking after its most important asset, its people. This is in respect of both the people working within the organisation and all those that the company comes in to contact with.

 

We will regularly review our policies, practices and control measures and update as appropriate.

Principal risks and uncertainties

Product inflation rates stabilised during the year but high interest rates impacted the property market in 2023/24, resulting in a reduction of customer orders during the year. Since year end, it has become clear that the top of the interest cycle has been reached and reductions are expected in 2024/25. As a result, it is hoped that 2024/25 will see a return to the previous year’s level of trading.

 

Those companies seeking to enhance customer service, product quality and originality in design are at the forefront of industry success. The company seeks to maintain its 36-year history of strong growth by providing value to its customers in respect of the quality of its products. It is anticipated that as the reputation of the business continues to grow this will foster further opportunities for future growth. The company is also able to maintain strong relationships with all its customers and suppliers.

 

The main commercial risks arising from the company’s activities are the ability to lead product design and to continue to deliver aspirational products. In addition, there is a reliance on a number of bespoke artisan specialist suppliers. The company is also exposed to exchange rate fluctuations on selling to customers in Euro’s and USDs, although this is partly mitigated by supplier currency payments and forward contracts.

 

All product collections are reviewed regularly for sales product performance trends and products are marketed or removed when appropriate. The supplier chain is being constantly monitored by the board of directors with a view to minimising supplier risk by having multiple suppliers offering similar products.

 

All new customers and existing accounts that are growing rapidly are subjected to a detailed credit review to minimise the company’s exposure to bad debt. Payment patterns are closely monitored to identify the early stages of payment difficulties.

 

The company monitors its cash-flow as part of its regular weekly control procedures. The board considers cash-flow projections and ensures that appropriate facilities are available to be drawn upon as necessary.

 

The company recognises its obligations to consider all relevant quality, health and safety and environmental issues in its dealings with its customers, employees, suppliers and the general public. Compliance with all relevant legislation is monitored by the Health and Safety management team as part of its regular meetings, reporting to the board of directors.

PORTA ROMANA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -
Development and performance

The company statement of comprehensive income is set out on page 10 and shows turnover for the year of £13,751,032 (2023: £15,017,488) and a pre-tax profit of £3,113,662 (2023: £4,088,579).

 

The turnover reduced by 8.4% because of a softening of global demand in light of the tightening of global fiscal policies around the world.

 

The company maintained a strong presence in its core markets and continues to focus on product quality and the strength of the brand.

 

Gross profit margin was at 57% (2023 – 58%) for the year. The company continues to pursue diligent cost controls over its supply chain whilst reviewing the profitability of key selling product lines and maximising profitability on those lines in appropriate markets.

 

There have been no events since the date of these accounts which would materially affect the position of the company.

Key performance indicators

                             2024         2023

 

Turnover from continuing operations (£’000)             13,751        15,017

 

As the prime measure of our sales, revenue growth is key to measuring the success of our business strategies in respect of product quality and customer service.         

 

Gross margin from continuing operations (%)            56.7        58.1

Gross margin from continuing operations (£’000)            7,802        8,723

        

Gross margin provides an indication of the quality of turnover growth and is also a measure of the sales mix of product lines the company supplies by both product type, market and sales channel.            

 

Net margin from continuing operations (%)            22.6        27.2

Net margin from continuing operations (£’000)            3,114        4,089

        

Net margin provides an indication of the efficiency of Porta Romana Limited, and the success of our business cost control strategies aligned to our future expansion plans.

On behalf of the board

T P Powell
Director
17 October 2024
PORTA ROMANA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -

The directors present their annual report and financial statements for the year ended 30 April 2024.

Results and dividends

The results for the year are set out on page 10.

Distributions were made during the year amounting to £2,326,945. The directors do not recommend payment of a final distribution.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A N W Hills
S C Hills
A K Milam
J D Peacock
T P Powell
Auditor

The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of its exposure to commercial, credit and currency risk.

PORTA ROMANA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 5 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Employees

The company's aim is to create a safe working environment for all employees and to encourage a culture of openness, honesty and mutual respect in which colleagues can constructively challenge and ask questions, working towards a collective 'vision'. The company endeavours to offer equal opportunities to all. The company monitors, measures and investigates all accidents in the work place and these are discussed with employees.

On behalf of the board
T P Powell
Director
17 October 2024
PORTA ROMANA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PORTA ROMANA LIMITED
- 6 -
Opinion

We have audited the financial statements of Porta Romana Limited (the 'company') for the year ended 30 April 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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 FRS 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:

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 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 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.

PORTA ROMANA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PORTA ROMANA LIMITED
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the 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 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:

Responsibilities of directors

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 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's 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.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

PORTA ROMANA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PORTA ROMANA LIMITED
- 8 -

Our approach was as follows:

 

 

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

 

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. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s report.

 

PORTA ROMANA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PORTA ROMANA LIMITED
- 9 -

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.

Philip Clark FCCA (Senior Statutory Auditor)
For and on behalf of TC Group
Statutory Auditor
17 October 2024
Office: London
PORTA ROMANA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
13,751,032
15,017,488
Cost of sales
(5,948,639)
(6,294,903)
Gross profit
7,802,393
8,722,585
Administrative expenses
(4,672,757)
(4,614,482)
EBITDA (Earnings before interest, tax, depreciation and amortisation)
4
3,129,636
4,108,103
Interest receivable and similar income
8
18,401
13,287
Depreciation and amortisation
(34,375)
(32,811)
Profit before taxation
3,113,662
4,088,579
Tax on profit
9
(836,613)
(850,502)
Profit for the financial year
2,277,049
3,238,077

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 14 to 29 form part of these financial statements
PORTA ROMANA LIMITED
BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
-
0
-
0
Tangible assets
11
147,818
79,214
147,818
79,214
Current assets
Stocks
12
2,383,887
2,446,647
Debtors
13
857,818
1,059,901
Cash at bank and in hand
1,682,911
764,863
4,924,616
4,271,411
Creditors: amounts falling due within one year
14
(3,503,244)
(2,836,535)
Net current assets
1,421,372
1,434,876
Total assets less current liabilities
1,569,190
1,514,090
Provisions for liabilities
Deferred tax liability
15
58,193
69,746
(58,193)
(69,746)
Net assets
1,510,997
1,444,344
Capital and reserves
Called up share capital
18
1,000
1,000
Share-based payments reserve
19
207,873
91,324
Profit and loss reserves
1,302,124
1,352,020
Total equity
1,510,997
1,444,344
The financial statements were approved by the board of directors and authorised for issue on 17 October 2024 and are signed on its behalf by:
T P Powell
Director
Company Registration No. 03950316
PORTA ROMANA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 12 -
Share capital
Share-based payments reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 May 2022
1,000
-
0
1,042,097
1,043,097
Year ended 30 April 2023:
Profit and total comprehensive income for the year
-
-
3,238,077
3,238,077
Distributions to Employee Ownership Trust
-
-
(2,928,154)
(2,928,154)
Share-based payments
-
91,324
-
0
91,324
Balance at 30 April 2023
1,000
91,324
1,352,020
1,444,344
Year ended 30 April 2024:
Profit and total comprehensive income for the year
-
-
2,277,049
2,277,049
Distributions to Employee Ownership Trust
-
-
(2,326,945)
(2,326,945)
Share-based payments
19
-
116,549
-
0
116,549
Balance at 30 April 2024
1,000
207,873
1,302,124
1,510,997
The notes on pages 14 to 29 form part of these financial statements
PORTA ROMANA LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
4,087,038
3,202,939
Income taxes paid
(757,467)
(860,083)
Net cash inflow from operating activities
3,329,571
2,342,856
Investing activities
Purchase of tangible fixed assets
(102,979)
(29,908)
Interest received
18,401
13,287
Net cash used in investing activities
(84,578)
(16,621)
Financing activities
Distributions to Employee Ownership Trust
(2,326,945)
(2,928,154)
Net cash used in financing activities
(2,326,945)
(2,928,154)
Net increase/(decrease) in cash and cash equivalents
918,048
(601,919)
Cash and cash equivalents at beginning of year
764,863
1,366,782
Cash and cash equivalents at end of year
1,682,911
764,863
The notes on pages 14 to 29 form part of these financial statements
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 14 -
1
Accounting policies
Company information

Porta Romana Limited is a private company limited by shares incorporated in England and Wales. The registered office is Northbrook, Farnham, Surrey, GU10 5EU.

1.1
Accounting convention

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, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, unless otherwise specified within these accounting policies as set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

1.3
Turnover

Turnover is the total amount, excluding Value Added Tax and net of trade discounts, receivable by the company in the ordinary course of business as derived from its principal activities.

 

Included within turnover is income from the sale of lighting, furniture and accessories. Income is recognised when the goods are despatched to the customer.

1.4
Research and development expenditure

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in the Statement of Comprehensive lncome as an expense as incurred.

1.5
Intangible fixed assets - goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive lncome over its useful economic life. The directors'best estimate of its economic life is 8 years.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 15 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
25% reducing balance
Plant and machinery
25% reducing balance
Fixtures and fittings
10 - 25% straight line & 25% reducing balance
Computer equipment
25% straight line
Motor vehicles
25% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

 

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 credited or charged to profit or loss.

1.7
Finance costs

Finance costs are charged to the Statement of Comprehensive lncome over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. lssue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.8
Impairment of fixed assets

At each reporting period end date, the company 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.9
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Standard costing is used when determining the value of stock. Cost comprises direct materials, labour and where applicable overheads in bringing inventories to their present location and condition.

At each reporting date, stocks are assessed for impairment. lf stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

1.10
Cash at bank and in hand

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 16 -
1.11
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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

Basic financial assets, which include debtors 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

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.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 17 -
Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors 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 creditors 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.

Other financial liabilities

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the company 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 company.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 18 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 profit and loss account, 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 when the company has 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.

1.14
Retirement benefits

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

 

The contributions are recognised as an expense in the Statement of Comprehensive lncome when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

1.15
Share-based payments

The company participates in a share-based payment arrangement in respect of which share options are granted to the company's employees.

 

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model.

 

The fair value of equity settled share-based payments granted to the company's employees is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 19 -
1.16
Leases

Rentals paid under operating leases are charged to the Statement of Comprehensive lncome on a straight line basis over the period of the lease.

1.17
Foreign exchange

Functional and presentation currency

The company's functional and presentational currency is GBP

 

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value is determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive lncome except when deferred in other comprehensive income as qualifying cash flow hedges.

 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive lncome within 'cost of sales'.

 

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 20 -
2
Judgements and key sources of estimation uncertainty

ln preparing these financial statements, the directors have had to make the following judgements:

 

 

Other key sources of estimation uncertainty

 

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. ln re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

 

Provision is made against slow moving stock on a judgmental basis taking into account product life cycle, historic sales patterns and stock ageing.

 

The charge related to equity-settled transactions with the company's employees is measure by reference to the fair value of the equity instruments at the date they are granted, using an appropriate valuation model selected according to the terms and conditions of the grant,

Judgement is applied in determining the most appropriate valuation model and in determining the inputs to the model. Judgement is also applied in relation to the estimated number of options which are expected to vest, by reference to historic leaver rates.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sales
13,751,032
15,017,488

The whole of the turnover is attributable to one class of business.

 

Whilst the company has a geographically diverse customer base, all orders are processed and shipped from the UK and therefore all turnover is deemed to have arisen in the UK.

 

The company’s main markets are UK, Europe, USA, Middle East and Asia.

 

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 21 -
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
70,316
172,502
Research and development costs
103,712
92,647
Fees payable to the company's auditor for the audit of the company's financial statements
15,950
15,670
Depreciation of owned tangible fixed assets
34,375
32,811
Share-based payments
116,549
91,324

Exchange differences recognised in the profit or loss during the year, except for those arising on financial instruments measured at fair value through (profit) or loss, amounted to £70,316 (2023 - £172,502).

5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,950
15,670
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Administrative
11
10
Sales
14
16
Marketing
5
5
Operations
81
75
111
106
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
6
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
3,145,584
2,921,064
Social security costs
364,061
364,892
Pension costs
126,100
116,400
3,635,745
3,402,356
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
485,281
524,639
Company pension contributions to defined contribution schemes
20,417
20,592
505,698
545,231

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
194,428
196,655
Company pension contributions to defined contribution schemes
7,866
7,480
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
18,401
13,287
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
8
Interest receivable and similar income
(Continued)
- 23 -

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
18,401
13,287
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
844,198
825,943
Foreign current tax on profits for the current period
3,968
3,083
Total current tax
848,166
829,026
Deferred tax
Origination and reversal of timing differences
(11,553)
4,737
Changes in tax rates
-
0
16,739
Total deferred tax
(11,553)
21,476
Total tax charge
836,613
850,502

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:

2024
2023
£
£
Profit before taxation
3,113,662
4,088,579
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
778,416
776,830
Tax effect of expenses that are not deductible in determining taxable profit
63,706
27,728
Effect of change in corporation tax rate
-
0
20,846
Permanent capital allowances in excess of depreciation
(16,422)
539
Under/(over) provided in prior years
18,498
-
0
Deferred tax credit
(11,553)
21,476
Foreign tax paid
3,968
3,083
Taxation charge for the year
836,613
850,502
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 24 -
10
Intangible fixed assets
Goodwill
£
Cost
At 1 May 2023 and 30 April 2024
18,211,537
Amortisation and impairment
At 1 May 2023 and 30 April 2024
18,211,537
Carrying amount
At 30 April 2024
-
0
At 30 April 2023
-
0
11
Tangible fixed assets
Leasehold improvements
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 May 2023
-
0
32,308
65,048
92,588
41,185
231,129
Additions
30,599
21,867
254
50,259
-
0
102,979
At 30 April 2024
30,599
54,175
65,302
142,847
41,185
334,108
Depreciation and impairment
At 1 May 2023
-
0
23,027
33,749
67,920
27,219
151,915
Depreciation charged in the year
-
0
4,994
5,159
20,641
3,581
34,375
At 30 April 2024
-
0
28,021
38,908
88,561
30,800
186,290
Carrying amount
At 30 April 2024
30,599
26,154
26,394
54,286
10,385
147,818
At 30 April 2023
-
0
9,281
31,299
24,668
13,966
79,214
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 25 -
12
Stocks
2024
2023
£
£
Raw materials and consumables
2,037,460
2,080,602
Work in progress
47,747
83,978
Finished goods and goods for resale
298,680
282,067
2,383,887
2,446,647
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
190,481
414,460
Other debtors
341,755
396,275
Prepayments and accrued income
325,582
249,166
857,818
1,059,901
14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
428,106
290,005
Corporation tax
414,704
324,005
Other taxation and social security
92,149
84,257
Other creditors
1,658,471
1,383,256
Accruals and deferred income
909,814
755,012
3,503,244
2,836,535

 

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 26 -
15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
35,630
19,039
Short term timing differences
22,563
50,707
58,193
69,746
2024
Movements in the year:
£
Liability at 1 May 2023
69,746
Credit to profit or loss
(11,553)
Liability at 30 April 2024
58,193
16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
126,100
116,400

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund. Contributions totaling £20,185 (2023 - £18,032) were payable to the fund at the reporting date and are included in creditors.

 

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 27 -
17
Share-based payment transactions

The company participates in a share-based payment arrangement in respect of which share options are granted to the company's employees.

 

Details of the share options granted, outstanding and exercisable at the end of each year are as follows:

Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 May 2023
174
-
0
1,615.00
-
0
Granted
-
0
174
-
0
1,615.00
Outstanding at 30 April 2024
174
174
-
0
1,615.00
Exercisable at 30 April 2024
-
0
-
0
-
0
-
0

The options outstanding at 30 April 2024 had an exercise price of £1,615, and their weighted average contractual life was 3 years.

The share-based payment charges are based on the fair value of share options, measured using the Black-Scholes model.

 

The Black-Scholes share option pricing model was used to value the share-based payment awards as it was considered that this would result in a materially accurate estimate of the fair value of the share options granted.

Inputs were as follows:
2024
2023
Weighted average share price
3,974.00
3,974.00
Weighted average exercise price
1,615.00
1,615.00
Expected volatility
9.13
9.13
Expected life
3.80
3.80
Risk free rate
3.03
3.03

The volatility assumption, measured at the standard deviation of expected share price returns, is based on a statistical analysis of daily share prices over the last 12 months of comparable publicly quoted companies.

 

During the year, the company recognised a share-based payment expense of £116,549 (2023: £91,324) relating to options granted to the company’s employees.

PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 28 -
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
19
Share-based payments reserve

The share based payments reserve of £207,873 (2023: £91,324) relates to equity settled share based payment transactions.

20
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
559,337
544,069
Between two and five years
693,951
1,253,287
1,253,288
1,797,356
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 29 -
21
Related party transactions

During the year, costs of £33,999 (2023: £19,728) were paid by the company for marketing services provided by a son of two of the directors and royalties of £8,073 (2023: £nil) were paid to a company director.

22
Controlling party

The ultimate controlling party is Porta Romana Trust Company Limited as trustee of the Porta Romana Employee Ownership Trust.

23
Cash generated from operations
2024
2023
£
£
Profit for the year after tax
2,277,049
3,238,077
Adjustments for:
Taxation charged
836,613
850,502
Investment income
(18,401)
(13,287)
Depreciation and impairment of tangible fixed assets
34,375
32,811
Equity settled share based payment expense
116,549
91,324
Movements in working capital:
Decrease/(increase) in stocks
62,760
(494,317)
Decrease/(increase) in debtors
202,083
(214,337)
Increase/(decrease) in creditors
576,010
(287,834)
Cash generated from operations
4,087,038
3,202,939
24
Analysis of changes in net funds
1 May 2023
Cash flows
30 April 2024
£
£
£
Cash at bank and in hand
764,863
918,048
1,682,911
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