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REGISTERED NUMBER: 00981555 (England and Wales)
















STRATEGIC REPORT, DIRECTORS' REPORT AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024

FOR


STRUCTURE-FLEX LIMITED



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)








CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2024





Page




Company Information  

1




Strategic Report  

2




Directors' Report  

4




Independent Auditors' Report  

6




Statement of Comprehensive Income

8




Balance Sheet  

9




Statement of Changes in Equity  

10




Notes to the Financial Statements

11





STRUCTURE-FLEX LIMITED



COMPANY INFORMATION

FOR THE YEAR ENDED 31 AUGUST 2024









DIRECTORS:

P J Reeve


I S Doughty


J P Wallace-King




SECRETARY:

C Fisher




REGISTERED OFFICE:

33 Holt Road


Cromer


Norfolk


NR27 9EB




REGISTERED NUMBER:

00981555 (England and Wales)




SENIOR STATUTORY AUDITOR:

Mr Christopher Glen Bidgood




INDEPENDENT AUDITORS:

CG LEE Limited


Chartered Certified Accountants


Statutory Auditors


Ingram House


Meridian Way


Norwich


Norfolk


NR7 0TA




BANKERS:

National Westminster Bank plc


1 Broadland Business Park


Norwich


Norfolk


NR7 0WG




SOLICITORS:

Greene and Greene


80 Guildhall Street


Bury St Edmunds


Suffolk


IP33 1QB



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



STRATEGIC REPORT

FOR THE YEAR ENDED 31 AUGUST 2024


The directors present their Strategic Report for the year ended 31 August 2024.


REVIEW OF THE BUSINESS

The company manufactures a diverse portfolio of products made from flexible thermoplastic coated technical textiles using high-frequency fabric welding techniques, including tension lorry curtains and provides wide-format digital printing services. The company's strategy is to invest in the design of its products which is regarded as being integral to the continuing success of the business.


Despite the continuing global economic uncertainties, there has been an improvement in the performance of the company during the year. Relationships have been maintained with key customers and new opportunities pursued as the company looks to grow its operations organically and consequently the directors consider the business to be in a good position for the new financial year and that the company will continue to operate as a going concern.


FINANCIAL HIGHLIGHTS

The company uses a range of performance measures to monitor and manage the business effectively.


The key performance indicators (KPIs) are turnover, gross profit and adjusted EBITDA. These are reviewed and monitored regularly. The adjusted EBITDA measure is used as this provides a comparable value of the underlying business before one off adjustments, statutory adjustments and non-recurring items. The KPIs for the year ended 31 August 2024 with comparatives for the year ended 31 August 2023 are as follows:



2024



2023




£'000



£'000




Turnover



5,870



5,591




Gross profit


1,918



1,772




Adjusted EBITDA



435



439




Non-GAAP measure of adjusted EBITDA:




Profit before tax



147



176



Adjusted for:



Interest receivable



(7

)


(2

)


Interest payable



41



13



Depreciation and impairment losses



276



262



Profit on sale of fixed assets


(22

)


(10

)



435



439




During the year, the freehold property that the company trades from was distributed to the ultimate parent company.


FINANCIAL RISK MANAGEMENT

The company is exposed to a variety of financial risks resulting from its operational activities. The company's risk management is coordinated by the Board of Directors, focusing on actively securing the company's short to medium term cash flows.


Liquidity and credit risk

The company funds the operational and working capital requirements through its retained profits. At 31 August 2024, the company had a cash balance which the directors believe is sufficient to maintain robust liquidity in the business as it continues to trade through the uncertainties in the global economy. The company reviews its working capital on a continual basis and goes through a rigorous periodic forecasting process to further analyse this.


The company sells to most of its customers on customary credit terms and is, as a result, exposed to the usual credit risk and cash flow risk associated with this form of trading. It manages this risk through rigorous credit control procedures on a continual basis.




STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



STRATEGIC REPORT

FOR THE YEAR ENDED 31 AUGUST 2024


PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks facing the company are:


Economic climate risk

The company has structured debt and as such the directors feel that the direct interest rate risk is minimal. However, with interest rates remaining high together with continuing inflationary constraints, there is general pressure on business investment and spending. The directors continue to monitor the raw material, utilities and labour costs and supply for the business and take these factors into consideration when making pricing decisions.


Foreign exchange risk

The directors closely monitor foreign exchange rates as the company's activities expose it to the risk of a weaker pound pushing up import prices.


Human resource risk

Failure to maintain a sufficiently skilled workforce and retain key staff can adversely affect any business.


OUTLOOK AND FUTURE DEVELOPMENTS

Whilst the company continues to be profitable with a strong order book, there is caution with regards to the impact of the new government's tax policies for 2025 on employment costs.  Raw material costs are also effected with interest rates remaining high and continuing inflationary pressure.


ON BEHALF OF THE BOARD:






P J Reeve - Director



9 January 2025



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



DIRECTORS' REPORT

FOR THE YEAR ENDED 31 AUGUST 2024


The directors present their report with the financial statements of the company for the year ended 31 August 2024.


PRINCIPAL ACTIVITIES

The principal activities of the company in the year under review were that of designing and manufacturing flexible plastic fabrications for the bulk materials industry, tension curtains for commercial vehicles and wide-format digital printing.

DIVIDENDS

Particulars of dividends paid are detailed in note 11 to the financial statements.


RESEARCH AND DEVELOPMENT

The company undertakes a high level of research and development in order to maintain its market position and actively develops improvements or enhancements to its existing products.


DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2023 to the date of this report.


P J Reeve

I S Doughty

J P Wallace-King


GOING CONCERN

The directors recognise the uncertainty surrounding the economic and political environment that the world faces and have considered the financial impact that this may have on the business.


However, with the current healthy financial position of the company and on the basis of group funding available if required, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have therefore prepared the financial statements on a going concern basis.


MATTERS INCLUDED IN THE STRATEGIC REPORT

Details regarding a review of the business, including future developments, principal risk and uncertainties are provided in the Strategic Report on pages 2 to 3.


STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, Directors' 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 prepared 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 the financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-state whether applicable 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 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.

The directors 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.

DIRECTORS CONFIRMATIONS

In the case of each director in office at the date the Directors' Report is approved:

-so far as each director is aware, there is no relevant audit information of which the company's auditors are
unaware; and
-they have taken all the 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 auditors are aware of that information.


STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



DIRECTORS' REPORT

FOR THE YEAR ENDED 31 AUGUST 2024



AUDITORS

CG LEE Limited, having expressed their willingness to continue in office, will be deemed reappointed for the next financial year in accordance with Section 487(2) of the Companies Act 2006 unless the company receives notice under Section 488(1) of the Act.


ON BEHALF OF THE BOARD:






P J Reeve - Director



9 January 2025


INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF

STRUCTURE-FLEX LIMITED


Opinion

We have audited the financial statements of Structure-flex Limited (the 'company') for the year ended 31 August 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 company's affairs as at 31 August 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report.  We are independent of the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006

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

-

the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


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 where the Companies Act 2006 requires us to report to you if, in our opinion:

-

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-

the 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.


INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF

STRUCTURE-FLEX LIMITED



Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.


-


enquiry of management and those charged with governance;


-


review of accounting records to identify any indication of non-compliance with laws and regulations;


-


reviewing financial statement disclosures and testing to supporting documentation to assess compliance with

applicable laws and regulations; and


-


performing audit work over the risk of management override of controls, including testing of journal entries and

other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the

normal course of business and reviewing accounting estimates for bias.



Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.





Mr Christopher Glen Bidgood (Senior Statutory Auditor)

for and on behalf of CG LEE Limited

Chartered Certified Accountants

Statutory Auditors

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA


24 January 2025



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



STATEMENT OF COMPREHENSIVE

INCOME

FOR THE YEAR ENDED 31 AUGUST 2024



2024


2023


Notes

£   

£   



TURNOVER

5

5,870,063


5,591,333




Cost of sales

(3,951,853

)

(3,819,497

)


GROSS PROFIT

1,918,210


1,771,836




Administrative expenses

(1,751,149

)

(1,598,529

)


167,061


173,307




Other operating income

13,751


13,719



OPERATING PROFIT

8

180,812


187,026




Interest receivable and similar income

6,651


2,457



187,463


189,483




Interest payable and similar expenses

9

(40,701

)

(13,435

)


PROFIT BEFORE TAXATION

146,762


176,048




Tax on profit

10

-


259,980



PROFIT FOR THE FINANCIAL YEAR

146,762


436,028





STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



BALANCE SHEET

31 AUGUST 2024



2024

2023



Notes

£   

£   

£   

£   


FIXED ASSETS

Tangible assets

12

1,202,520


3,661,145



Investments

13

-


-



1,202,520


3,661,145




CURRENT ASSETS

Stocks

14

518,737


513,901



Debtors

15

867,721


1,032,711



Cash at bank and in hand

1,456,660


664,314



2,843,118


2,210,926



CREDITORS

Amounts falling due within one year

16

1,751,291


1,266,171



NET CURRENT ASSETS

1,091,827


944,755



TOTAL ASSETS LESS CURRENT

LIABILITIES

2,294,347


4,605,900




CREDITORS

Amounts falling due after more than one

year

17

(318,631

)

(467,872

)



PROVISIONS FOR LIABILITIES

19

(3,100

)

(5,000

)


NET ASSETS

1,972,616


4,133,028




CAPITAL AND RESERVES

Called up share capital

20

20,000


20,000



Retained earnings

21

1,952,616


4,113,028



SHAREHOLDERS' FUNDS

1,972,616


4,133,028




The financial statements were approved by the Board of Directors and authorised for issue on 9 January 2025 and were signed on its behalf by:





P J Reeve - Director

J P Wallace-King - Director





I S Doughty - Director




STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 AUGUST 2024



Called up



share


Retained


Total


capital


earnings


equity

£   

£   

£   


Balance at 1 September 2022

20,000


3,749,000


3,769,000




Changes in equity

Total comprehensive income

-


436,028


436,028



Dividends

-


(72,000

)

(72,000

)


Balance at 31 August 2023

20,000


4,113,028


4,133,028




Changes in equity

Total comprehensive income

-


146,762


146,762



Dividends

-


(54,000

)

(54,000

)


Distribution in specie

-


(2,253,174

)

(2,253,174

)


Balance at 31 August 2024

20,000


1,952,616


1,972,616





STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2024


1.

STATUTORY INFORMATION



Structure-flex Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.



The company's principal activities are set out in the Directors' Report on page 4.


2.

STATEMENT OF COMPLIANCE



The financial statements of Structure-flex Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006.


3.

ACCOUNTING POLICIES



Basis of preparing the financial statements


The principal accounting policies of the company 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.



Basis of accounting


These financial statements are prepared on a going concern basis, under the historical cost convention. The financial statements are presented in pound sterling which is the company's functional currency.



The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 4.



Going concern


The financial statements have been prepared on a going concern basis as the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.



Exemption for qualifying entities under FRS 102


The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":




the requirements of Section 7 Statement of Cash Flows;



the requirement of paragraph 3.17(d);



the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);



the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;



the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;



the requirement of paragraph 33.7.



This information is included in the consolidated financial statements of the company's ultimate parent, Resolute Corporate Holdings Limited.



Related party transactions


The company discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with its parent or with members of the same group that are wholly owned.



Consolidated financial statements

The financial statements contain information about Structure-flex Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its ultimate parent, Resolute Corporate Holdings Limited.


Revenue


Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added tax.



The company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the company retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably; and (d) it is probable that future economic benefits will flow to the entity.



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2024


3.

ACCOUNTING POLICIES - continued



Tangible assets

Tangible assets are recorded at cost less accumulated depreciation. Cost includes the original purchase price of the asset plus costs attributable to bringing the asset to its working condition for its intended use. Land is not depreciated. Depreciation on other assets is charged from the time when tangible assets are brought into use and is calculated so as to write off the cost of fixed assets, less their estimated residual values, over the expected useful economic lives of the assets concerned. The principal annual rates used for this purpose are as follows:

Freehold property- 2% straight line
Plant and machinery- 15% reducing balance and 10 - 33.3% straight line
Fixtures, fittings and equipment- 15% reducing balance and 5 - 33.3% straight line
Motor vehicles- 33% reducing balance

Investment in subsidiary undertakings
Investments in subsidiary undertakings are recorded at cost less accumulated impairment losses. Impairment reviews are performed by the company when there has been an indication of potential impairment.


Stocks and work in progress

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Impairment of non-financial assets
At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset's cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset's cash generating unit) is compared to the carrying amount of the asset (or asset's cash generating unit).

The recoverable amount of the asset (or asset's cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's (or asset's cash generating unit) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset.

If the recoverable amount of the asset (or asset's cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in profit or loss, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.

If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset's cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in profit or loss.



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2024


3.

ACCOUNTING POLICIES - continued


Trade and other debtors
Trade and other debtors that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment. Those that are receivable after more than one year or that constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment.

Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities.

Financial instruments
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an 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.

Trade and other creditors
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.


Taxation

Taxation for the year comprises of current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.


Research and development

Expenditure on research and development is written off in the year in which it is incurred.



Foreign currencies

Transactions denominated in foreign currencies are translated and recorded at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the balance sheet date. Gains and losses on retranslation are recognised in profit or loss for the year.



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2024


3.

ACCOUNTING POLICIES - continued



Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.


Employee benefits


Short term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the service is received.



The obligations for contributions to defined contribution pension schemes are recognised as an expense in the period they are incurred. Amounts not paid at the balance sheet date are included in other creditors.


4.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY


Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgements in applying the company's accounting policies
There are no critical judgements in applying the company's accounting policies.

Key accounting estimates and assumptions
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Depreciation of tangible assets
An allowance for depreciation is made against tangible assets and charged to profit or loss over the useful economic lives of the assets. The useful economic life assessment of an asset is based on the time in which benefits of the asset are realised to the company. See note 12 for the net carrying value of the tangible assets, and note 3 for the useful economic lives for each class of assets.

Impairment of stocks
The company makes an estimate of the recoverable value of stocks. When calculating the stock provision, management considers the nature and condition of the stock as well as applying assumptions around anticipated saleability of goods held for resale. See note 14 for the net carrying amount of stocks and the related movement in impairment provision.

Impairment of debtors
The directors make an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, the directors consider factors including the credit worthiness and financial conditions of customers. See note 15 for the net carrying amount of the debtors and associated impairment provision.

Going concern
The directors make an estimate of the future performance of the company in order to prepare the financial statements under the going concern methodology. When assessing the future performance, the directors considers financial projections which reflect the current and expected market conditions, operational cash flow requirements and financing opportunities. See note 3 for detailed consideration of going concern.

5.

TURNOVER


The directors are of the opinion that there is only one category of business and consequently no segmental analysis by activity has been provided. The directors have not disclosed the geographical analysis of turnover as they consider this information to be commercially sensitive.



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2024


6.

EMPLOYEES AND DIRECTORS


20242023
££
Wages, salaries and social security costs1,951,3671,759,522
Pension costs66,43560,169
2,017,8021,819,691

The average monthly number of employees during the year was as follows:

20242023
Production4851
Administration and sales1413
6264


Key management personnel compensation



The key management personnel compensation is £120,940 (2023 - £112,848).


7.

DIRECTORS' EMOLUMENTS


2024


2023

£   

£   



Directors' remuneration

115,780


98,262




Directors' pension contributions to money purchase schemes  

5,160


4,964





The number of directors to whom retirement benefits were accruing was as follows:



Money purchase schemes

2


2




8.

OPERATING PROFIT



The operating profit is stated after charging/(crediting):



2024


2023

£   

£   



Other operating leases

17,243


-




Depreciation - owned assets

215,384


241,959




Depreciation - assets on hire purchase contracts

60,832


20,278




Profit on disposal of fixed assets

(22,211

)

(9,608

)



Auditors' remuneration

12,845


12,845




Foreign exchange differences

14,599


10,627




Research and development  

435


169




In accordance with SI 2008/489, the company has not disclosed the fees payable to the company’s auditors for non-audit services as this information is included in the consolidated financial statements of Resolute Corporate Holdings Limited.

9.

INTEREST PAYABLE AND SIMILAR EXPENSES



2024


2023

£   

£   



Other loan interest

25,489


8,921




Hire purchase

15,212


4,514



40,701


13,435





STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2024


10.

TAXATION



Analysis of the tax credit


The tax credit on the profit for the year was as follows:


2024


2023

£   

£   



Deferred tax:


Origination and reversal of timing differences

-


(259,980

)



Tax on profit

-


(259,980

)




UK corporation tax has been charged at 25% (2023 - 21.50%).



Reconciliation of total tax credit included in profit and loss


The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:



2024


2023

£   

£   



Profit before tax

146,762


176,048




Profit multiplied by the standard rate of corporation tax in the UK of 25%

(2023 - 21.500%)  

36,691


37,850





Effects of:


Expenses not deductible for tax purposes

4,855


3,886




Adjustments to tax charge in respect of previous periods

-


(259,980

)



Unrecognised deferred tax  

(41,546

)

(48,530

)



Change in tax rates  

-


6,794




Total tax credit

-


(259,980

)



At the balance sheet date the company had unrecognised tax losses of £1,750,458 (2023 - £2,016,105) available for offset against taxable profits in future periods. There are no unused tax credits.

11.

DIVIDENDS


20242023
££
Interim equity dividends declared and paid during the year on:

Ordinary shares of 50p each2,307,17472,000

During the year, the freehold property of the company with a book value of £2,253,174 was distributed in specie to the parent company.



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2024


12.

TANGIBLE ASSETS


Fixtures



Freehold


Plant and


and


Motor



property


machinery


fittings


vehicles


Totals

£   

£   

£   

£   

£   



COST


At 1 September 2023

2,656,013


2,475,305


807,296


276,977


6,215,591




Additions

-


485


59,920


28,500


88,905




Disposals

(2,656,013

)

-


(52,169

)

(50,148

)

(2,758,330

)



At 31 August 2024

-


2,475,790


815,047


255,329


3,546,166




DEPRECIATION


At 1 September 2023

370,499


1,513,815


510,980


159,152


2,554,446




Charge for year

32,340


147,771


50,589


45,516


276,216




Eliminated on disposal

(402,839

)

-


(44,140

)

(40,037

)

(487,016

)



At 31 August 2024

-


1,661,586


517,429


164,631


2,343,646




NET BOOK VALUE


At 31 August 2024

-


814,204


297,618


90,698


1,202,520




At 31 August 2023

2,285,514


961,490


296,316


117,825


3,661,145




Included in cost of freehold property is land of £Nil (2023 - £500,000) which is not depreciated.

The net carrying amount of assets held under hire purchase included in plant and machinery is £405,550 (2023 - £466,382).

13.

INVESTMENTS



The company's investments at the balance sheet date in the share capital of companies include the following:




Proportion of

rights and





Principal


ordinary share


Country of




Subsidiary undertaking


activity


capital held


registration


Registered office




IBC Transport Containers Limited


Dormant


100%


England


Ingram House  

Meridian Way, Norwich

Norfolk, NR7 0TA



14.

STOCKS

2024

2023


£   

£   



Raw materials

370,701


371,156




Work-in-progress

105,807


142,745




Finished goods

42,229


-



518,737


513,901




Stock is stated after provisions for impairment of £117,449 (2023 - £129,802).

15.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2024

2023


£   

£   



Trade debtors

735,291


934,107




Amounts owed by associates

1,656


-




Other debtors

2,942


2,096




Prepayments and accrued income

127,832


96,508



867,721


1,032,711




Trade debtors are stated after provisions for impairment of £Nil (2023 - £Nil).



STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2024


16.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2024

2023


£   

£   



Hire purchase contracts  (see note 18)

47,241


44,078




Trade creditors

809,658


696,410




Amounts owed to group undertakings

135,325


135,325




Amounts owed to associates

-


10,562




Other taxation and social security

608,838


146,905




Other creditors

29,191


30,500




Accrued expenses and deferred income

121,038


202,391



1,751,291


1,266,171




Included in creditors are two loans due to Resolute Corporate Holdings Limited, the ultimate parent company. Loan 1 is unsecured, incurring interest at 2.5% above Bank of England base rate, and is repayable by 12 equal quarterly instalments. Loan 2 is unsecured, incurring interest at 2.5% above Bank of England base rate, and is repayable by 20 equal quarterly instalments.

Other amounts owed to group undertakings are unsecured, interest free and have no fixed date of repayment.

17.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


2024

2023


£   

£   



Hire purchase contracts  (see note 18)

148,131


195,372




Amounts owed to group undertakings

170,500


272,500



318,631


467,872




18.

LEASING AGREEMENTS



Minimum lease payments fall due as follows:



Hire purchase contracts


2024

2023


£   

£   



Net obligations repayable:


Within one year

47,241


44,078




Between one and five years

148,131


195,372



195,372


239,450





The hire purchase obligation is secured on the assets to which they relate in note 12.



Non-cancellable




operating leases



2024

2023


£   

£   



Within one year

70,000


-




Between one and five years

280,000


-




In more than five years

332,500


-



682,500


-




19.

PROVISIONS FOR LIABILITIES

2024

2023


£   

£   



Other provisions


Warranty provisions

3,100


5,000





STRUCTURE-FLEX LIMITED (REGISTERED NUMBER: 00981555)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2024


19.

PROVISIONS FOR LIABILITIES - continued



Other



provisions


£   



Balance at 1 September 2023

5,000




Credit to Statement of Comprehensive Income during year

(1,900

)



Balance at 31 August 2024

3,100




20.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:


Class:


Nominal



2024


2023





value:



£



£




40,000


Ordinary


50p



20,000



20,000





There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.


21.

RESERVES


Retained earnings
This balance represents all current and prior period retained profits and losses.

22.

PENSION COMMITMENTS


The pension cost charge for the year represents contributions payable and amounted to £66,435 (2023 - £60,169). Contributions totalling £9,522 (2023 - £10,730) were payable to a defined contribution scheme at the year end.

23.

RELATED PARTY DISCLOSURES



During the current and prior year the company entered into the following transactions with related parties:




2024


2023





£



£




Sales to associates



35,756



17,923




Purchases from associates



17,049



55,537




Amounts owed by associates



1,656



-




Amounts owed to associates



-



10,562




Services charged by key management personnel



-



6,138




Services charged by other related parties



19,200



29,000





The company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the group headed by Resolute Corporate Holdings Limited.


24.

PARENT AND ULTIMATE CONTROLLING PARTY



The immediate parent undertaking is Spanfax Limited.



The ultimate parent undertaking is Resolute Corporate Holdings Limited.



Resolute Corporate Holdings Limited is the company of the smallest and largest group of undertakings for which

group financial statements are drawn up. Copies of the consolidated financial statements of Resolute Corporate Holdings Limited are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.