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Registered number: 12502965
















HOLDING EB COMPANY LTD




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 27 APRIL 2024


































img0e67.png


HOLDING EB COMPANY LTD

 
COMPANY INFORMATION


DIRECTORS
E M Bridgewater 
J E Cove-Smith (resigned 23 February 2024)
C N Porter (resigned 19 September 2023)
S J Woods 
I S Martin (appointed 22 January 2024)
M Ross (appointed 9 April 2024)
I P Plumb (appointed 20 September 2024)




COMPANY SECRETARY
Michelmores Secretaries Limited



REGISTERED NUMBER
12502965



REGISTERED OFFICE
Lichfield Street
Hanley

Stoke-On-Trent

Staffordshire

ST1 3EJ




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

2nd Floor Stratus House

Emperor Way

Exeter Business Park

Exeter

EX1 3QS




BANKERS
HSBC UK Bank plc
1 Centenary Square

Birmingham

B1 1HQ






HOLDING EB COMPANY LTD


CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 5
Independent Auditors' Report
 
6 - 9
Consolidated Statement of Comprehensive Income
 
10
Consolidated Statement of Financial Position
 
11 - 12
Company Statement of Financial Position
 
13
Consolidated Statement of Changes in Equity
 
14 - 15
Company Statement of Changes in Equity
 
16 - 17
Consolidated Statement of Cash Flows
 
18
Consolidated Analysis of Net Debt
 
19
Notes to the Financial Statements
 
20 - 38


HOLDING EB COMPANY LTD

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 27 APRIL 2024

INTRODUCTION
 
The directors present their strategic report for Holding EB Company Limited and its subsidiaries for the year ended 27 April 2024. The trading within the group sits within its subsidiary, Emma Bridgewater Limited, and therefore this report has been written in relation to this company.
PRINCIPAL ACTIVITY 
The Company is a holding company and the principal activity of its subsidiary undertakings continue to be the
manufacture of pottery together with the wholesale and retail of both pottery and lifestyle goods in the United
Kingdom, Europe, USA and the Rest of the World.

BUSINESS & FINANCIAL REVIEW
 
Turnover decreased by 16% to £31.6m (2023: £37.8m). This decline was primarily driven by reduced sales across eCommerce and wholesale channels, partially offset by growth in physical retail store performance. Gross margin decreased to 35.9% (2023: 38.9%), impacted by increased promotional activity in response to competitive market conditions and cost inflation.
Operating losses increased to £4.0m (2023: £1.2m). In response to these trading conditions, the Company implemented operational restructuring including workforce optimisation and reduced production schedules to better align with demand patterns.
FUTURE DEVELOPMENTS AND STRATEGIC PRIORITIES 
The Directors have implemented comprehensive measures to strengthen performance and position the business for future sustainable, profitable growth. Current performance for the first eight months of FY25 is aligned with management expectations and represents a significant improvement on FY24.
Leadership and Governance 
The Company has assembled an experienced executive team led by CEO Iain Martin, appointed in January 2024. Iain brings extensive expertise in scaling eCommerce businesses, notably as Managing Director of Moonpig.com. The leadership team was further strengthened by the appointment of Mark Ross as CFO in April 2024, bringing significant experience from Under Armour Inc and Boohoo plc.
Investment and Financial Position 
Business Growth Fund (BGF), the parent company's private equity investors, have demonstrated continued support through additional investment of £2,200,000 in May 2024 in the Group, providing capital to execute strategic initiatives. 
Strategic Growth Initiatives include:
 
Brand positioning enhancement through reduced promotional activity, targeting gross margin improvement of +2% in FY25.
eCommerce sales capability enhancement; including the successful integration of Shopify 2.0 in August 2024.
Rationalization of SKU portfolio to focus on core products and best-performing lines.
Implementation of enhanced inventory management processes to improve stock turn and reduce working capital.
Supply chain optimization, including new logistics partnerships (Oct 2024) delivering projected like for like annual savings of £1.0m.

Page 1


HOLDING EB COMPANY LTD


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 27 APRIL 2024

PRINCIPAL RISKS AND UNCERTAINTIES
 
Market Risk: The Company operates in a competitive retail environment subject to changing consumer preferences and macro-economic conditions. Management actively monitors market trends and adapts strategic positioning accordingly.
Operational Risks Cost Management: While input cost inflation has stabilized, the Company maintains robust cost control measures and continues to identify efficiency opportunities.
Supply Chain: Continuous review of supplier relationships and logistics arrangements to optimize costs and maintain service levels.
Financial Risks Liquidity: Working capital management remains a key focus, with regular review of cash forecasts and funding requirements. The Company maintains appropriate facilities to support operational needs.
Currency: The Company manages transaction and translation exposure through natural hedging where possible and considers financial hedging for material exposures.
Interest Rate: Exposure is monitored and managed through a balanced approach to funding sources and tenors.
Credit: Customer credit risk is managed through established limits based on payment history and external credit references, supported by regular monitoring and review processes.

KEY PERFORMANCE INDICATORS
 
The Board monitors a comprehensive set of financial and operational metrics including:
 
Financial Metrics
Revenue growth by channel and geography
Gross margin performance
Working capital efficiency
EBITDA and cash conversion

Operational Metrics
Customer satisfaction scores
Product availability
Order fulfilment rates
Digital platform performance




This report was approved by the board and signed on its behalf.



M Ross
Director

Date: 30 January 2025
Page 2


HOLDING EB COMPANY LTD

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 27 APRIL 2024

The directors present their report and the financial statements for the year ended 27 April 2024.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £4,514,040 (2023: loss £9,145,055).

The dividend amount declared and paid in the year was £nil (2022: £32,000).

DIRECTORS

The directors who served during the year were:

E M Bridgewater 
J E Cove-Smith (resigned 23 February 2024)
C N Porter (resigned 19 September 2023)
S J Woods 
I S Martin (appointed 22 January 2024)
M Ross (appointed 9 April 2024)

FUTURE DEVELOPMENTS

As detailed in the Strategic Report the directors have implemented a comprehensive transformation plan to strengthen performance and drive sustainable growth. 

Page 3


HOLDING EB COMPANY LTD
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 27 APRIL 2024
 
CORPORATE & SOCIAL RESPONSIBILITY

As a BCorp business Emma Bridgewater Ltd is an enthusiastic member of a global movement committed to balancing purpose and profit, legally requiring the business to consider the impact of our decisions on our workers, customers, community, and the environment, as well as our shareholders. Being a BCorp fundamentally influences our strategic decision making and supports us to improve in a more holistic, credible and consistent way across the business.
The B Corp process has helped us to prioritise and re-energise our People Plan to materially improve the experience of life at work and the health and wellbeing of colleagues through new, impactful initiatives since 2022.
 
COMMITMENT TO COLLEAGUES
 
Member of the Employers Network for Equality and Inclusion supporting our commitment to improve fairness and access to opportunity across the business for all colleagues
Improved internal communications about the business and increased engagement with colleagues via our new MyEB app, featuring weekly news updates, staff health & wellbeing resources and personal benefits plus weekly physical and email news updates for all managers, team leaders and all colleagues
Introduced first Health & Wellbeing Strategy with supporting employee assistance app plus new sabbatical policy, became disability confident employer, fostering friendly employer, working towards becoming a menopause friendly employer  
Trained over 30 colleagues as Mental Health First Aiders and established Diversity & Inclusion Champions group across the business supporting colleagues and raising awareness.

COMMITMENT TO COMMUNITIES

We are committed to playing a positive and constructive role in our local communities in Stoke-on-Trent through our school partnerships, educational visits programme, work experience opportunities, our community open days and charitable donation strategy. 
COMMITMENT TO REDUCING OUR ENVIRONMENTAL IMPACT
 
All waste clay and glass are now completely recycled
Grey water recycled onsite for cleaning and waste heat reused for manufacturing processes
All our textiles printed on 100% unbleached cotton reducing use of water and chemicals 

GOING CONCERN

The directors have assessed the Group's ability to continue as a going concern, taking into account both current performance and the Group's outlook for a minimum of 12 months from the date of approval of these financial statements.
The assessment is supported by a detailed 3 Year Plan which includes sensitivity analysis. This analysis demonstrates that the Group maintains adequate financial resources to:
 
Continue operational activities
Meet liabilities as they fall and comply with all lending covenants
Support planned business growth

The Group has successfully renewed its banking facilities with HSBC UK Bank plc until 13 March 2026, providing long-term funding security and capacity for strategic investment. This renewal strengthens the Group's liquidity position and supports its growth objectives.
In forming their assessment, the directors have carefully evaluated the current macro-economic environment, particularly focusing on, Inflationary pressures affecting labour costs, supply chain dynamics and pricing and market conditions and their potential impact on trading performance.
 
Page 4


HOLDING EB COMPANY LTD
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 27 APRIL 2024

Based on this assessment, the directors have concluded that the Group has adequate resources and a reasonable expectation of maintaining sufficient funding to continue operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
 
POST BALANCE SHEET EVENTS

Post year end, unsecured loan notes totalling £2.2m were issued to investors.

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 






M Ross
Director

Date: 30 January 2025

Lichfield Street
Hanley
Stoke-On-Trent
Staffordshire
ST1 3EJ
Page 5


HOLDING EB COMPANY LTD

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLDING EB COMPANY LTD
 
OPINION


We have audited the financial statements of Holding EB Company Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 27 April 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the  Consolidated Analysis of Net Debt Statement and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 27 April 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


CONCLUSIONS RELATING TO GOING CONCERN


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6


HOLDING EB COMPANY LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLDING EB COMPANY LTD (CONTINUED)

OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7


HOLDING EB COMPANY LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLDING EB COMPANY LTD (CONTINUED)

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 Group 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the sector, control environment and the Parent Company's and Group’s performance;
Results of our enquiries of management and the Directors, about their own identification and assessment of the risks of irregularities;
Any matters we identified having obtained and reviewed the Parent Company's and Group’s documentation of their policies and procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
The matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the Parent Company and Group for fraud, which included incorrect recognition of revenue, management override of controls using manual journal entries, incomplete provision for returns, and identified the greatest potential for fraud as incorrect recognition of revenue and management override using manual journal entries.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Parent Company and Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group’s and Parent Company's ability to operate or to avoid a material penalty. These included occupational health and safety regulations, data protection regulations, product standards regulations, the packaging levy, disposal of waste materials regulations and employment legislation.
Our procedures to respond to risks identified included the following for the Parent Company and its subsidiaries, as was considered appropriate:
 
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
Enquiring of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Reading minutes of meetings; and
 
Page 8


HOLDING EB COMPANY LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLDING EB COMPANY LTD (CONTINUED)

In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; and assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of the business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.


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 2006Our 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.






Mark Munro FCA (Senior Statutory Auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
2nd Floor Stratus House
Emperor Way
Exeter Business Park
Exeter
EX1 3QS

30 January 2025
Page 9


HOLDING EB COMPANY LTD

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 27 APRIL 2024

2024
2023
Note
£
£

  

Turnover
 4 
31,573,319
37,782,074

Cost of sales
  
(20,235,664)
(23,095,209)

Gross profit
  
11,337,655
14,686,865

Administrative expenses
  
(15,291,278)
(16,659,314)

Exceptional administrative expenses
  
-
(6,984,817)

Operating loss
 5 
(3,953,623)
(8,957,266)

Interest payable and similar expenses
 9 
(804,956)
(569,541)

Other finance income
  
-
(7,000)

Loss before taxation
  
(4,758,579)
(9,533,807)

Tax on loss
 10 
244,539
388,752

Loss for the financial year
  
(4,514,040)
(9,145,055)

  

Actuarial losses on defined benefit pension scheme
  
-
(20,000)

Movement of deferred tax relating to pension deficit
  
(63,192)
(3,673)

Release of defined benefit pension liability
  
225,525
-

Other comprehensive income for the year
  
162,333
(23,673)

Total comprehensive income for the year
  
(4,351,707)
(9,168,728)

  

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 20 to 38 form part of these financial statements.
Page 10


HOLDING EB COMPANY LTD
REGISTERED NUMBER:12502965

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 27 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
2,293,462
2,217,362

Tangible assets
 14 
3,588,507
4,536,708

  
5,881,969
6,754,070

Current assets
  

Stocks
 16 
4,226,059
5,516,459

Debtors: amounts falling due within one year
 17 
1,635,613
1,824,578

Cash at bank and in hand
 18 
808,928
2,436,653

  
6,670,600
9,777,690

Creditors: amounts falling due within one year
 19 
(8,936,900)
(8,713,941)

Net current (liabilities)/assets
  
 
 
(2,266,300)
 
 
1,063,749

Total assets less current liabilities
  
3,615,669
7,817,819

Creditors: amounts falling due after more than one year
 20 
(4,666,099)
(4,236,428)

Provisions for liabilities
  

Deferred tax
 23 
-
(181,347)

Other provisions
 24 
(268,000)
(114,000)

  
(268,000)
(295,347)

Net assets excluding pension liability/asset
  
 
 
(1,318,430)
 
 
3,286,044

Pension liability/asset
  
-
(252,767)

Net (liabilities)/assets
  
(1,318,430)
3,033,277


Capital and reserves
  

Called up share capital 
 25 
1,020
1,020

Share premium account
 26 
3,999,726
3,999,726

Merger reserve
 26 
4,688,905
10,597,944

Profit and loss account
 26 
(10,008,081)
(11,565,413)

  
(1,318,430)
3,033,277

Page 11


HOLDING EB COMPANY LTD
REGISTERED NUMBER:12502965
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 27 APRIL 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





M Ross
Director

Date: 30 January 2025

The notes on pages 20 to 38 form part of these financial statements.
Page 12


HOLDING EB COMPANY LTD
REGISTERED NUMBER:12502965

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 27 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
8,229,000
8,229,000

Current assets
  

Debtors: amounts falling due within one year
 17 
1,046,932
507,106

Cash at bank and in hand
 18 
150
150

  
1,047,082
507,256

Creditors: amounts falling due within one year
 19 
(495,297)
(494,616)

Net current assets
  
 
 
551,785
 
 
12,640

Total assets less current liabilities
  
8,780,785
8,241,640

  

Creditors: amounts falling due after more than one year
 20 
(4,500,000)
(4,000,000)

  

Net assets
  
4,280,785
4,241,640


Capital and reserves
  

Called up share capital 
 25 
1,020
1,020

Share premium account
 26 
3,999,726
3,999,726

Merger reserve
 26 
4,688,905
10,597,944

Profit and loss account brought forward
  
(10,357,050)
548

Profit/(loss) for the year
  
39,145
(10,325,598)

Other changes in the profit and loss account

  

5,909,039
(32,000)

Profit and loss account carried forward
  
(4,408,866)
(10,357,050)

  
4,280,785
4,241,640


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





M Ross
Director

Date: 30 January 2025

The notes on pages 20 to 38 form part of these financial statements.
Page 13


HOLDING EB COMPANY LTD


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 27 APRIL 2024


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£

At 29 April 2023
1,020
3,999,726
10,597,944
(11,565,413)
3,033,277


Comprehensive income for the year

Loss for the year

-
-
-
(4,514,040)
(4,514,040)

Actuarial gains on pension scheme
-
-
-
-
-

Deferred tax movements
-
-
-
(63,192)
(63,192)

Release of pension scheme liability following scheme closure
-
-
-
225,525
225,525


Other comprehensive income for the year
-
-
-
162,333
162,333


Total comprehensive income for the year
-
-
-
(4,351,707)
(4,351,707)

Transfer to profit and loss account
-
-
(5,909,039)
5,909,039
-


At 27 April 2024
1,020
3,999,726
4,688,905
(10,008,081)
(1,318,430)


The notes on pages 20 to 38 form part of these financial statements.
Page 14


HOLDING EB COMPANY LTD


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 APRIL 2023


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£

At 30 April 2022
1,020
3,999,726
10,597,944
(2,364,685)
12,234,005


Comprehensive income for the year

Loss for the year

-
-
-
(9,145,055)
(9,145,055)

Actuarial losses on pension scheme
-
-
-
(20,000)
(20,000)

Deferred tax movements
-
-
-
(3,673)
(3,673)


Other comprehensive income for the year
-
-
-
(23,673)
(23,673)


Total comprehensive income for the year
-
-
-
(9,168,728)
(9,168,728)

Dividends: Equity capital
-
-
-
(32,000)
(32,000)


At 27 April 2023
1,020
3,999,726
10,597,944
(11,565,413)
3,033,277


The notes on pages 20 to 38 form part of these financial statements.
Page 15


HOLDING EB COMPANY LTD


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 27 APRIL 2024


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£

At 29 April 2023
1,020
3,999,726
10,597,944
(10,357,050)
4,241,640


Comprehensive income for the year

Profit for the year
-
-
-
39,145
39,145
Total comprehensive income for the year
-
-
-
39,145
39,145

Transfer to profit and loss account
-
-
(5,909,039)
5,909,039
-


At 27 April 2024
1,020
3,999,726
4,688,905
(4,408,866)
4,280,785


The notes on pages 20 to 38 form part of these financial statements.
Page 16


HOLDING EB COMPANY LTD


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 APRIL 2023


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£

At 30 April 2022
1,020
3,999,726
10,597,944
548
14,599,238


Comprehensive income for the year

Loss for the year
-
-
-
(10,325,598)
(10,325,598)
Total comprehensive income for the year
-
-
-
(10,325,598)
(10,325,598)

Dividends: Equity capital
-
-
-
(32,000)
(32,000)


At 27 April 2023
1,020
3,999,726
10,597,944
(10,357,050)
4,241,640


The notes on pages 20 to 38 form part of these financial statements.
Page 17


HOLDING EB COMPANY LTD


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 27 APRIL 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(4,514,040)
(9,145,055)

Adjustments for:

Amortisation of intangible assets
492,609
1,422,066

Depreciation of tangible assets
642,087
722,006

Impairments of goodwill
-
6,984,817

Interest paid
406,717
576,541

Taxation credit
(244,539)
-

Decrease in stocks
1,290,400
655,652

Decrease/(increase) in debtors
188,965
(109,467)

Increase in creditors
359,259
448,350

Corporation tax received/(paid)
-
(11,816)

Net cash generated from operating activities

(1,378,542)
1,543,094


Cash flows from investing activities

Purchase of intangible fixed assets
(20,000)
-

Purchase of tangible fixed assets
(242,595)
(658,360)

Net cash from investing activities

(262,595)
(658,360)

Cash flows from financing activities

Other new loans
500,000
3,750,000

Repayment of other loans
-
(2,750,000)

Repayment HP borrowings
(79,871)
(73,215)

Dividends paid
-
(32,000)

Interest paid
(397,175)
(567,794)

Acquisition of subsidiary
(9,542)
(8,747)

Net cash used in financing activities
13,412
318,244

Net (decrease)/increase in cash and cash equivalents
(1,627,725)
1,202,978

Cash and cash equivalents at beginning of year
2,436,653
1,233,675

Cash and cash equivalents at the end of year
808,928
2,436,653


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
808,928
2,436,653


The notes on pages 20 to 38 form part of these financial statements.

Page 18


HOLDING EB COMPANY LTD


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 27 APRIL 2024




At 28 April 2023
Cash flows
At 27 April 2024
£

£

£

Cash at bank and in hand

2,436,653

(1,627,725)

808,928

Debt due after 1 year

(4,000,000)

(500,000)

(4,500,000)

Debt due within 1 year

(3,649,558)

-

(3,649,558)

Finance leases

(330,848)

79,871

(250,977)



(5,543,753)
(2,047,854)
(7,591,607)

The notes on pages 20 to 38 form part of these financial statements.
Page 19


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

1.


GENERAL INFORMATION

Holding EB Company Ltd (12502965) is a private company limited by shares incorporated in England and Wales. The registered office is Lichfield Street, Hanley, Stoke-On-Trent, Staffordshire, United Kingdom, ST1 3EJ .

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 06 March 2020.

The Group recognises a merger reserve as a result of a group reorganisation and share for share exchange.

 
2.3

GOING CONCERN

The directors have assessed the Group's ability to continue as a going concern, taking into account both current performance and the Group's outlook for a minimum of 12 months from the date of approval of these financial statements.
In forming their assessment, the directors have carefully evaluated the current macro-economic environment, particularly focusing on, Inflationary pressures affecting labour costs, supply chain dynamics and pricing and market conditions and their potential impact on trading performance.
Based on this assessment, the directors have concluded that the Group has adequate resources and a reasonable expectation of maintaining sufficient funding to continue operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Further detail relating to going concern has been included in the Directors' Report.
Page 20


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

2.ACCOUNTING POLICIES (continued)

 
2.4

FOREIGN CURRENCY TRANSLATION

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 was 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
 
 
2.6

OPERATING LEASES: THE GROUP AS LESSEE

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 21


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

2.ACCOUNTING POLICIES (continued)

  
2.8

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss 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 Group in independently administered funds.

 
2.9

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 22


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

2.ACCOUNTING POLICIES (continued)

 
2.10

INTANGIBLE 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 the Group's share 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 Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.

OTHER INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Intellectual property
-
10
years
Computer software
-
5
years
Goodwill
-
10
years

 
2.11

RESEARCH AND DEVELOPMENT COSTS

Research and development expenditure is written off against profits in the year in which it is incurred.
Page 23


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

2.ACCOUNTING POLICIES (continued)

 
2.12

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
20% or 10% straight line
Fixtures and fittings
-
33% to 25% straight line
Computer equipment
-
33% to 25% straight line

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.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

IMPAIRMENT OF FIXED ASSETS AND GOODWILL

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If 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.
Page 24


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

2.ACCOUNTING POLICIES (continued)

 
2.16

FINANCIAL INSTRUMENTS

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to and from related parties and investments in ordinary shares.

 
2.17

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

CASH AND CASH EQUIVALENTS

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.21

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 25


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods.
Key sources of estimation and uncertainty
The estimates and assumptions which have significant risk of causing a material adjustment to the carrying value of assets and liabilities are as follows:
Valuation of investment in subsidiary and goodwill arising on consolidation
The carrying value of Holding EB Company's investment in its subsidiary Elephant Design Limited and the valuation of goodwill arising on consolidation are assessed for indications of impairment on a periodic basis or when events occur that indicate an impairment may have taken place. 
If such indication exists, the recoverable amount of the asset is determined by considering which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The directors review the estimated useful economic life of goodwill on at least an annual basis. Where the remaining life of goodwill is considered to have reduced, an appropriate adjustment to amortisation is prospectively charged.
Stock valuation
The Group's carrying value of stock relates to management's assessment of the saleability of stock. Where uncertainty exists a provision is made against certain stock lines. It is possible that the future outcome may differ slightly to any provision made.
Page 26


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

4.


TURNOVER

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Sale of goods
29,354,018
35,269,918

Royalties
691,312
856,165

Deliveries
1,527,989
1,655,991

31,573,319
37,782,074


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
25,928,297
30,292,754

Europe
1,072,364
1,543,119

Rest of World
4,572,658
5,946,201

31,573,319
37,782,074


Delivery costs recovered have been reclassified from cost of sales to income.
The analysis of turnover by country of destination has been restated for the prior year to ensure appropriate classification for Rest of World and United Kingdom sales.



5.


OPERATING LOSS

The operating loss is stated after charging:

2024
2023
£
£

Research & development charged as an expense
28,541
30,049

Exchange differences
33,226
1,058

Other operating lease rentals
1,068,065
993,092

Depreciation
642,087
722,006

Amortisation
492,609
1,422,066

Page 27


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

6.


AUDITORS' REMUNERATION

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
38,700
36,850


7.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:






2024
2023
2024
2023
£
£
£
£


Wages and salaries
11,492,437
12,753,036
610,115
607,403

Social security costs
1,006,875
1,162,080
73,971
71,661

Cost of defined contribution scheme
212,138
229,241
11,394
6,210

12,711,450
14,144,357
695,480
685,274


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Administrative
85
94
6
6



Factory and retail
330
381
-
-

415
475
6
6

Page 28


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

8.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
291,883
257,341

Group contributions to defined contribution pension schemes
8,752
2,248

300,635
259,589


During the year retirement benefits were accruing to 3 directors (2023: 5) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £109,262 (2023: £112,455).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023: £1,321).

Key management personnel are the same as the directors.


9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Bank interest payable
406,717
175,049

Loan interest payable
398,239
394,492

804,956
569,541


10.


TAXATION


2024
2023
£
£

CORPORATION TAX


Current tax on profits for the year
-
(52,407)

Adjustments in respect of previous periods
-
(15,682)


TOTAL CURRENT TAX
-
(68,089)

DEFERRED TAX


Origination and reversal of timing differences
(244,539)
(320,663)

TOTAL DEFERRED TAX
(244,539)
(320,663)


TAXATION ON LOSS ON ORDINARY ACTIVITIES
(244,539)
(388,752)
Page 29


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024
 
10.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 19.39%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(4,758,579)
(9,533,807)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 19.39%)
(1,189,645)
(1,849,135)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4,425
324

Exempt ABGH distributions
-
(12,412)

Fixed asset differences
112,801
1,593,264

Other permanent differences
5,823
4,669

Losses carried back / (brought back)
-
12,062

Group relief surrendered/(claimed)
-
12,410

Remeasurement of deferred tax for changes in tax rates
-
(650,152)

Movement in deferred tax not recognised
837,691
567,901

Adjustment in respect of prior periods (current & inter-co)
-
(67,683)

Adjustment in respect of prior periods (deferred tax)
(15,634)
-

TOTAL TAX CHARGE FOR THE YEAR
(244,539)
(388,752)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

Legislation has been enacted that increases the main rate of corporation tax from 19% to 25%, taking place over a period of adjustment, starting in April 2023.


11.


DIVIDENDS

2024
2023
£
£


Dividends
-
32,000

Page 30


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

12.


EXCEPTIONAL ITEMS

2024
2023
£
£


Impairment of Goodwill
-
6,984,817

During the year, exceptional costs were incurred in relation to the impairment of goodwill.


13.


INTANGIBLE ASSETS

Group and Company





Intellectual property
Computer software
Goodwill
Total

£
£
£
£



COST


At 28 April 2023
2,500,000
219,130
11,282,409
14,001,539


Additions
-
20,000
-
20,000


Transfer from tangible
-
1,011,606
-
1,011,606



At 27 April 2024

2,500,000
1,250,736
11,282,409
15,033,145



AMORTISATION


At 28 April 2023
1,208,333
206,304
10,369,540
11,784,177


Charge for the year on owned assets
250,000
112,199
130,410
492,609


Transfer from tangible
-
462,897
-
462,897



At 27 April 2024

1,458,333
781,400
10,499,950
12,739,683



NET BOOK VALUE



At 27 April 2024
1,041,667
469,336
782,459
2,293,462



At 27 April 2023
1,291,667
12,826
912,869
2,217,362



No intangible fixed assets are held in Holding EB Company Ltd.

Page 31


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

14.


TANGIBLE FIXED ASSETS

Group






Plant and machinery
Fixtures and fittings
Computer equipment
Total

£
£
£
£



COST


At 28 April 2023
2,315,246
3,372,305
1,674,802
7,362,353


Additions
50,517
146,238
45,840
242,595


Transfers between classes
-
-
(1,011,606)
(1,011,606)



At 27 April 2024

2,365,763
3,518,543
709,036
6,593,342



DEPRECIATION


At 28 April 2023
1,148,869
726,415
950,361
2,825,645


Charge for the year on owned assets
149,848
398,643
93,596
642,087


Transfers between classes
-
-
(462,897)
(462,897)



At 27 April 2024

1,298,717
1,125,058
581,060
3,004,835



NET BOOK VALUE



At 27 April 2024
1,067,046
2,393,485
127,976
3,588,507



At 27 April 2023
1,166,377
2,645,890
724,441
4,536,708

No tangible fixed assets are held in Holding EB Company Ltd.

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
314,330
388,862

Page 32


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

15.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£


At 28 April 2023
8,229,000



At 27 April 2024
8,229,000






SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Elephant Design Limited
Holding company
Ordinary
100%
Emma Bridgewater Limited
Manufacture, wholesale and retail of pottery
Ordinary
100%
Bridgewater Pottery Limited
Dormant
Ordinary
100%

The registered office for all subsidiaries is Lichfield Street, Hanley, Stoke-On-Trent, Staffordshire, United Kingdom, ST1 3EJ.


16.


STOCKS



2024
2023
£
£

Raw materials and consumables
101,418
111,390

Work in progress (goods to be sold)
994,126
1,045,940

Finished goods and goods for resale
3,130,515
4,359,129

4,226,059
5,516,459


Page 33


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

17.


DEBTORS





2024
2023
2024
2023
£
£
£
£


Trade debtors
489,455
696,024
-
-

Amounts owed by group undertakings
-
-
1,046,932
498,000

Other debtors
192,479
88,535
-
-

Prepayments and accrued income
953,679
1,040,019
-
9,106

1,635,613
1,824,578
1,046,932
507,106


18.


CASH AND CASH EQUIVALENTS





2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
808,928
2,436,653
150
150



19.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR





2024
2023
2024
2023
£
£
£
£

Bank loans
3,500,000
3,500,000
-
-

Trade creditors
2,948,263
2,469,564
-
-

Amounts owed to group undertakings
-
-
-
429,429

Other taxation and social security
486,196
1,667,079
-
-

Obligations under finance lease and hire purchase contracts
84,878
94,420
-
-

Other creditors
404,317
317,906
32,000
32,000

Accruals and deferred income
1,513,246
664,972
463,297
33,187

8,936,900
8,713,941
495,297
494,616


Page 34


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

20.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR







2024
2023
2024
2023
£
£
£
£

Other loans
4,500,000
4,000,000
4,500,000
4,000,000

Net obligations under finance leases and hire purchase contracts
166,099
236,428
-
-

4,666,099
4,236,428
4,500,000
4,000,000





21.


LOANS


Analysis of the maturity of loans is given below:






2024
2023
2024
2023
£
£
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
3,500,000
3,500,000
-
-

AMOUNTS FALLING DUE 1-2 YEARS

Other loans
500,000
666,667
500,000
666,667

AMOUNTS FALLING DUE 2-5 YEARS

Other loans
4,000,000
3,333,333
4,000,000
3,333,333

AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

8,000,000
7,500,000
4,500,000
4,000,000


The £3.5m bank loan (2023: £3.5m) is held between Emma Bridgewater Limited and HSBC UK Bank plc. The loan is secured by a fixed and floating charge covering all the property or undertaking of Emma Bridgewater Limited, both present and future. The loan carries an interest rate of the Bank of England base rate plus 3.90%. The loan was renewed post year end and is repayable in March 2026. 
The £4.5m other loan is held between Holding EB Company Ltd and the Business Growth Fund (BGF). This is made up of the following:
 
An unsecured loan of £4m, upon which the interest rate is 10% (12% from May 2024). The loan is repayable in instalments between December 2025 and May 2027, with a lump sum repayment due in May 2027.
£500,000 of additional loan notes issued to BGF in the year. These form part of a larger investment which was received post year end - see note 30. This loan does not bear interest and is repayable in May 2027.

Page 35


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

22.


HIRE PURCHASE AND FINANCE LEASES


Minimum lease payments under hire purchase fall due as follows:



2024
2023
£
£

Within one year
84,878
89,413

Between 1-5 years
166,099
236,428

250,977
325,841

Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.


23.


DEFERRED TAXATION


Group



2024


£






At beginning of year
(181,347)


Charged to profit or loss
181,347



AT END OF YEAR
-

Company


2024






AT END OF YEAR
-


2024
2023
£
£

Fixed asset timing differences
-
(646,050)

Short term timing differences
-
21,163

Losses and other deductions
-
443,540

-
(181,347)

Page 36


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024

24.


PROVISIONS


Group



Dilapidation provision

£





At 28 April 2023
114,000


Charged to profit or loss
154,000



AT 27 APRIL 2024
268,000

The provision is held within Emma Bridgewater Limited and is for the restoration of the Lichfield Street factory space to its original state upon completion of the current lease, due to finish in August 2029, which is estimated to cost £400,000. 


25.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



27,058 (2023: 27,058) Ordinary A shares of £0.01 each
270.58
270.58
50,256 (2023: 50,256) Ordinary B shares of £0.01 each
502.56
502.56
2,662 (2023: 2,662) Ordinary C shares of £0.01 each
26.62
26.62
10,024 (2023: 10,024) Ordinary D shares of £0.01 each
100.24
100.24
12,040 (2023: 12,040) Ordinary E shares of £0.01 each
120.40
120.40

1,020.40

1,020.40



26.


RESERVES

Share premium account

The share premium account represents the excess paid for the shares issued on incorporation.

Merger reserve

The merger reserve represents a payment made into the company on the acquisition of the previous holding company.

Profit and loss account

The profit and loss reserve represents all current period retained profits and losses and dividends paid.

Page 37


HOLDING EB COMPANY LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 APRIL 2024


27.


PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £212,137 (2023: £229,241). Contributions totalling £19,345 (2023: £31,601) were payable to the fund at the reporting date and are included in creditors.

The Group operates a defined benefit pension scheme for qualifying employees. Under the scheme the employees are entitled to retirement benefits.
The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 29 April 2023 by Adrian Dobson of Broadstone Consultants & Actuaries Limited, Fellow of the Institute and Faculty of Actuaries. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.

During the year, the last qualifying member remaining in the scheme passed away, and so there is no longer any liability in respect of the scheme. Benefits of £27,242 (2023: £41,693) were paid out during the year. The balance of the liability, being £225,525, was released upon the closure of the scheme.


28.


COMMITMENTS UNDER OPERATING LEASES

At 27 April 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:




2024
2023
£
£

Not later than 1 year
950,071
1,000,276

Later than 1 year and not later than 5 years
1,479,616
2,158,210

2,429,687
3,158,486

29.


RELATED PARTY TRANSACTIONS

In the year a director held a current account with the Group, at the end of the year the director was owed £149,558 (2023: £149,558).


30.


POST BALANCE SHEET EVENTS

Post year end, unsecured loan notes totalling £2.2m were issued to investors. 


31.


CONTROLLING PARTY

The ultimate controlling party is E M Bridgewater.
 
Page 38