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Certini (Holdings) No 2 Limited

Annual Report and Consolidated Financial Statements
Year Ended 30 April 2024

Registration number: 13233249

 

Certini (Holdings) No 2 Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 9

Consolidated Profit and Loss Account

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Financial Statements

16 to 34

 

Certini (Holdings) No 2 Limited

Company Information

Directors

Mr D Carron

Mr R Carron

Mr A Dare

Mr C Dare

Mr L Dare

Mrs C Pearce

Registered office

12 Kingsmill Road
Tamar View Industrial Estate
Saltash
PL12 6LD

Auditors

PKF Francis Clark
Statutory Auditor
Unit 18, 23 Melville Building East
Royal William Yard
Plymouth
Devon
PL1 3GW

 

Certini (Holdings) No 2 Limited

Strategic Report

Year Ended 30 April 2024

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

These consolidated financial statements have been prepared on a merger accounting basis, as if the entities had always been part of the same group, reporting with an April year-end. Therefore the current year figures relate to the twelve months from 1 May 2023 to 30 April 2024 for all entities; and the comparative figures relate to the twelve months from 1 May 2022 to 30 April 2023 for all entities.

Principal activity

The principal activity of the group is the sale of bicycles and bicycle accessories.

Fair review of the business

We feel that while demand was as strong during the last 12 months and the overstock still a problem for the distributors, our ability to take advantage of the situation made the results very satisfying. Consumer demand for bikes and cycling equipment continues to be strong and turnover grew. Sales were up 20.8% on the previous year as was the gross margin to just under 27.7% (2023 – 21.4%). The increase is likely due to our buying awareness, and the loss of some of our competitors. Stock levels grew slightly compared to the previous year £4.9m (2023 - £4.6m).

The group has continued in its online business and has invested significant time and resource into growing the systems and processes in this area. This has meant continued growth in online activity.

The group has continued to try and manage its costs as effectively as possible although costs such as wages have increased as the retail industry has seen less Government support.

Whilst consumer confidence will undoubtedly be affected by growing inflation and the cost-of-living crisis, participation in cycling has increased and demand for premium products remains high which is expected to support sustainable long-term growth and opportunities. With the great relationship we have with many premium cycling brands Certini is well placed and confident to continue our growth as part of this environment.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2024

2023

Turnover

£

15,639,988

12,952,261

Gross profit margin

%

28

21

 

Certini (Holdings) No 2 Limited

Strategic Report

Year Ended 30 April 2024

Principal risks and uncertainties

There are limited risks and uncertainties that might have a significant impact on the group going forward. The major one could be the impact that continued inflation and the cost-of-living crisis will have on consumer spending. The group is able to manage these risks due to its large cash reserves and by being one of the leading retailers in the industry. Consumer spending is also expected to continue in the premium product retail space that Certini occupies.

Approved by the Board on 30 January 2025 and signed on its behalf by:

.........................................
Mr R Carron
Director

.........................................
Mr A Dare
Director

 
     
 

Certini (Holdings) No 2 Limited

Directors' Report

Year Ended 30 April 2024

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

Directors of the group

The directors who held office during the year were as follows:

Mr D Carron

Mr R Carron

Mr A Dare

Mr C Dare

Mr L Dare

Mrs C Pearce

Financial instruments

Objectives and policies

There are no major objectives and policies within the group although the business always looks to be lowly geared and to have sufficient cash reserves to manage through any significant impacts that the sector may encounter.

Price risk, credit risk, liquidity risk and cash flow risk

The management team undertake various strategies to address the specific operational risks the group faces. These include closely managing relationships with the key cycling brands to ensure supply, benchmarking of prices across the industry to ensure they are competitive and robust cash flow modelling.

Going concern

The main threat to the business over the last year has been the continued impacts from the cost of living crisis and the overstock from all the major suppliers. Whilst this has had a negative impact, the business still generates reasonable profits, maintains good levels of cash reserves and is lowly geared and thus the directors have concluded that the company is a going concern and therefore the accounts have been prepared on a going concern basis.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the Board on 30 January 2025 and signed on its behalf by:

.........................................
Mr R Carron
Director

.........................................
Mr A Dare
Director

 
     
 

Certini (Holdings) No 2 Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Certini (Holdings) No 2 Limited

Independent Auditor's Report to the Members of Certini (Holdings) No 2 Limited

Opinion

We have audited the financial statements of Certini (Holdings) No 2 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2024 and of the group's profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Certini (Holdings) No 2 Limited

Independent Auditor's Report to the Members of Certini (Holdings) No 2 Limited

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

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

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

 

Certini (Holdings) No 2 Limited

Independent Auditor's Report to the Members of Certini (Holdings) No 2 Limited

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. 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:

As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Reviewed legal and professional costs to identify legal costs in respect of non compliance;
• Enquiries with management whether there have been any known instances, allegations or suspicions of fraud or non compliance with laws and regulations;
• Review of tax compliance;

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting. Our procedures involved the following;
• Review of nominal journal entries for reasonableness;
• Review of significant accounting estimates for bias;
• Substantive testing of stock valuation and review of provision methodology;
• Substantive testing of sales completeness, accuracy and cut off.

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. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

Certini (Holdings) No 2 Limited

Independent Auditor's Report to the Members of Certini (Holdings) No 2 Limited

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Duncan Leslie (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Unit 18, 23 Melville Building East
Royal William Yard
Plymouth
Devon
PL1 3GW

30 January 2025

 

Certini (Holdings) No 2 Limited

Consolidated Profit and Loss Account

Year Ended 30 April 2024

Note

2024
£

2023
£

Turnover

3

15,639,988

12,952,261

Cost of sales

 

(11,312,022)

(10,176,343)

Gross profit

 

4,327,966

2,775,918

Administrative expenses

 

(2,147,411)

(1,688,265)

Other operating income

4

41,784

83,838

Operating profit

5

2,222,339

1,171,491

Other interest receivable and similar income

9

30,881

4,735

Interest payable and similar expenses

10

(64,287)

(64,358)

   

(33,406)

(59,623)

Profit before tax

 

2,188,933

1,111,868

Tax on profit

11

(620,670)

(228,392)

Profit for the financial year

 

1,568,263

883,476

Profit/(loss) attributable to:

 

Owners of the company

 

1,568,263

883,476

 

Certini (Holdings) No 2 Limited

Consolidated Balance Sheet

30 April 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

12

-

8,400

Tangible assets

13

1,566,328

1,509,339

 

1,566,328

1,517,739

Current assets

 

Stocks

16

4,889,317

4,642,529

Debtors

17

305,936

443,458

Cash at bank and in hand

 

3,357,992

2,720,597

 

8,553,245

7,806,584

Creditors: Amounts falling due within one year

19

(2,387,606)

(2,496,372)

Net current assets

 

6,165,639

5,310,212

Total assets less current liabilities

 

7,731,967

6,827,951

Creditors: Amounts falling due after more than one year

19

(3,195,666)

(3,738,784)

Provisions for liabilities

23

(103,668)

(32,197)

Net assets

 

4,432,633

3,056,970

Capital and reserves

 

Called up share capital

25

100

100

Capital redemption reserve

1,250,000

750,000

Merger reserve

(5,200,018)

(5,200,018)

Profit and loss account

8,382,551

7,506,888

Equity attributable to owners of the company

 

4,432,633

3,056,970

Shareholders' funds

 

4,432,633

3,056,970

Approved and authorised by the Board on 30 January 2025 and signed on its behalf by:
 

.........................................
Mr R Carron
Director

.........................................
Mr A Dare
Director

 
     

Company Registration Number: 13233249

 

Certini (Holdings) No 2 Limited

Balance Sheet

30 April 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

15

6,000,020

6,000,020

Current assets

 

Debtors

17

80

80

Creditors: Amounts falling due within one year

19

(112,500)

(80,000)

Net current liabilities

 

(112,420)

(79,920)

Total assets less current liabilities

 

5,887,600

5,920,100

Creditors: Amounts falling due after more than one year

19

(2,750,000)

(3,250,000)

Net assets

 

3,137,600

2,670,100

Capital and reserves

 

Called up share capital

25

100

100

Capital redemption reserve

1,250,000

750,000

Profit and loss account

1,887,500

1,920,000

Shareholders' funds

 

3,137,600

2,670,100

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial year of £660,100 (2023 - profit of £710,000).

Approved and authorised by the Board on 30 January 2025 and signed on its behalf by:
 

.........................................
Mr R Carron
Director

.........................................
Mr A Dare
Director

 
     

Company Registration Number: 13233249

 

Certini (Holdings) No 2 Limited

Consolidated Statement of Changes in Equity

Year Ended 30 April 2024

Share capital
£

Capital redemption reserve
£

Merger reserve
£

Profit and loss account
£

Total
£

Total equity
£

At 1 May 2023

100

750,000

(5,200,018)

7,506,888

3,056,970

3,056,970

Profit for the year

-

-

-

1,568,263

1,568,263

1,568,263

Dividends

-

-

-

(192,600)

(192,600)

(192,600)

Redemption of preference shares

-

500,000

-

(500,000)

-

-

At 30 April 2024

100

1,250,000

(5,200,018)

8,382,551

4,432,633

4,432,633

Share capital
£

Capital redemption reserve
£

Merger reserve
£

Profit and loss account
£

Total
£

Total equity
£

At 1 May 2022

100

-

(5,200,018)

7,373,412

2,173,494

2,173,494

Profit for the year

-

-

-

883,476

883,476

883,476

Redemption of preference shares

-

750,000

-

(750,000)

-

-

At 30 April 2023

100

750,000

(5,200,018)

7,506,888

3,056,970

3,056,970

 

Certini (Holdings) No 2 Limited

Statement of Changes in Equity

Year Ended 30 April 2024

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 May 2023

100

750,000

1,920,000

2,670,100

Profit for the year

-

-

660,100

660,100

Dividends

-

-

(192,600)

(192,600)

Redemption of preference shares

-

500,000

(500,000)

-

At 30 April 2024

100

1,250,000

1,887,500

3,137,600

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 May 2022

100

-

1,960,000

1,960,100

Profit for the year

-

-

710,000

710,000

Redemption of preference shares

-

750,000

(750,000)

-

At 30 April 2023

100

750,000

1,920,000

2,670,100

 

Certini (Holdings) No 2 Limited

Consolidated Statement of Cash Flows

Year Ended 30 April 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit for the year

 

1,568,263

883,476

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

75,602

58,705

Profit on disposal of tangible assets

(3,400)

(103,012)

Finance income

9

(30,881)

(4,735)

Finance costs

10

64,287

64,358

Income tax expense

11

620,670

228,392

 

2,294,541

1,127,184

Working capital adjustments

 

(Increase)/decrease in stocks

16

(246,788)

412,817

Decrease/(increase) in trade debtors

17

137,522

(173,440)

Decrease in trade creditors

19

(732,961)

(516,864)

Cash generated from operations

 

1,452,314

849,697

Income taxes paid

11

(439,398)

(285,487)

Net cash flow from operating activities

 

1,012,916

564,210

Cash flows from investing activities

 

Interest received

30,881

4,735

Acquisitions of tangible assets

(125,141)

(82,777)

Proceeds from sale of tangible assets

 

4,350

456,045

Net cash flows from investing activities

 

(89,910)

378,003

Cash flows from financing activities

 

Interest paid

10

(31,787)

(24,358)

Repayment of bank borrowing

 

(28,724)

(48,848)

Interest on preference shares

 

(32,500)

(40,000)

Dividends paid

(192,600)

-

Net cash flows from financing activities

 

(285,611)

(113,206)

Net increase in cash and cash equivalents

 

637,395

829,007

Cash and cash equivalents at 1 May

 

2,720,597

1,891,590

Cash and cash equivalents at 30 April

 

3,357,992

2,720,597

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
12 Kingsmill Road
Tamar View Industrial Estate
Saltash
PL12 6LD
United Kingdom

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Reduced disclosure exemptions for parent company
FRS 102 grants a qualifying entity exemptions from the full requirements of FRS 102. The following exemptions have been taken in these financial statements as the company is deemed to be a qualifying entity.

The company has taken advantage of the exemption, under FRS 102 paragraph 1.12(b), from preparing a Statement of Cash Flows on the basis that it is a qualifying entity and its cash flows are included in the consolidated financial statements of the group. The company is also taking exemption from disclosure of key management personnel compensation and exemption from disclosure of related party transactions entered into between the company and other members of the Certini (Holdings) No 2 Limited group.

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

Basis of consolidation

These consolidated financial statements have been prepared on a merger accounting basis, as if the entities had always been part of the same group, reporting with an April year-end. Therefore the current year figures relate to the twelve months from 1 May 2023 to 30 April 2024 for all entities; and the comparative figures relate to the twelve months from 1 May 2022 to 30 April 2023 for all entities.

The business combinations have been accounted for under the merger accounting rules.

No changes have been made to the carrying amounts of assets or liabilities as a result of this combination. Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full in the consolidated results.

As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Revenue recognition

Turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods to customers. Turnover is recognised at the point of the goods being despatched or sold at the till.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Furniture, fittings and equipment

25% reducing balance

Freehold buildings

2% reducing balance

Motor vehicles

25% reducing balance

Other property, plant and equipment

5% straight line

Merger accounting

During the financial year the group underwent a reconstruction which was eligible to be accounted for under the merger accounting rules. The results and cash flows of all the combining entities have been brought in from the beginning of the financial period. The comparative information has been restated to include the total comprehensive income for all combining entities and their statement of financial position as at the previous reporting date.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Over 10 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured
reliably are initially measured at fair value, with changes in fair value recognised in profit or loss.
Investments in equity shares which are not publicly traded and where fair value cannot be measured
reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective
interest method. Dividends on equity securities are recognised in income when receivable.

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease onligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

3

Turnover

The analysis of the group's Turnover for the year by class of business is as follows:

2024
£

2023
£

Saltash sales

10,349,766

8,569,183

Bristol sales

2,917,072

2,577,586

Birmingham sales

2,373,150

1,805,492

15,639,988

12,952,261

The analysis of the group's Turnover for the year by market is as follows:

2024
£

2023
£

UK

15,542,540

12,675,312

Rest of world

97,448

276,949

15,639,988

12,952,261

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2024
£

2023
£

Sub lease rental income

20,568

67,230

Miscellaneous other operating income

21,216

16,608

41,784

83,838

5

Operating profit

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

67,202

50,305

Amortisation expense

8,400

8,400

Operating lease expense - other

1,598

2,224

Profit on disposal of property, plant and equipment

(3,400)

(103,012)

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

1,114,086

1,128,812

Social security costs

101,415

95,455

Pension costs, defined contribution scheme

282,530

38,179

1,498,031

1,262,446

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Administration and support

3

3

Sales

19

22

Distribution

12

14

Other departments

9

11

43

50

7

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

142,545

24,000

Contributions paid to money purchase schemes

242,810

-

385,355

24,000

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under money purchase pension scheme

5

2

8

Auditor's remuneration

2024
£

2023
£

Audit of these financial statements

1,200

1,100

Audit of the financial statements of subsidiaries of the company pursuant to legislation

23,625

19,000

24,825

20,100

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024


 

9

Other interest receivable and similar income

2024
£

2023
£

Interest income on bank deposits

30,881

4,735

10

Interest payable and similar expenses

2024
£

2023
£

Interest on bank overdrafts and borrowings

13,800

-

Interest on preference shares

32,500

40,000

Interest expense on other finance liabilities

17,987

24,358

64,287

64,358

11

Taxation

Tax charged/(credited) in the profit and loss account

2024
 £

2023
 £

Current taxation

UK corporation tax

549,199

228,162

Deferred taxation

Arising from origination and reversal of timing differences

71,471

230

Tax expense in the income statement

620,670

228,392

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 19.5%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

2,188,933

1,111,868

Corporation tax at standard rate

547,233

216,814

Effect of expense not deductible in determining taxable profit (tax loss)

12,403

13,134

Deferred tax expense relating to changes in tax rates or laws

-

230

Deferred tax expense from unrecognised temporary difference from a prior period

59,336

-

Tax increase from effect of capital allowances and depreciation

3,703

1,964

Other tax effects for reconciliation between accounting profit and tax expense (income)

(2,005)

(3,750)

Total tax charge

620,670

228,392

Deferred tax

Group

Deferred tax assets and liabilities

2024

Asset
£

Liability
£

Difference between accumulated depreciation, amortisation and capital allowances

-

44,922

Difference in unpaid pension

-

(590)

Deferred tax on revaluation of freehold property

-

59,336

-

103,668

2023

Asset
£

Liability
£

Difference between accumulated depreciation, amortisation and capital allowances

-

33,355

Difference in unpaid pension

-

(1,158)

-

32,197

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

12

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 May 2023

84,000

84,000

At 30 April 2024

84,000

84,000

Amortisation

At 1 May 2023

75,600

75,600

Amortisation charge

8,400

8,400

At 30 April 2024

84,000

84,000

Carrying amount

At 30 April 2024

-

-

At 30 April 2023

8,400

8,400

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

13

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Plant and machinery
£

Total
£

Cost or valuation

At 1 May 2023

1,437,547

171,284

140,245

49,400

1,798,476

Additions

40,302

2,165

43,445

39,229

125,141

Disposals

-

-

(4,000)

-

(4,000)

At 30 April 2024

1,477,849

173,449

179,690

88,629

1,919,617

Depreciation

At 1 May 2023

51,768

154,614

64,634

18,121

289,137

Charge for the year

28,525

4,718

29,527

4,432

67,202

Eliminated on disposal

-

-

(3,050)

-

(3,050)

At 30 April 2024

80,293

159,332

91,111

22,553

353,289

Carrying amount

At 30 April 2024

1,397,556

14,117

88,579

66,076

1,566,328

At 30 April 2023

1,385,779

16,670

75,611

31,279

1,509,339

Included within the net book value of land and buildings above is £1,188,835 (2023 - £1,211,633) in respect of freehold land and buildings and £208,721 (2023 - £174,146) in respect of short leasehold land and buildings.

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

14

Investment properties

15

Investments

Company

2024
£

2023
£

Investments in subsidiaries

6,000,020

6,000,020

Subsidiaries

£

Cost or valuation

At 1 May 2023

6,000,020

At 30 April 2024

6,000,020

Carrying amount

At 30 April 2024

6,000,020

At 30 April 2023

6,000,020

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

Certini (Holdings) Limited

England and Wales

Ordinary

100%

100%

Certini Bicycle Company Limited

England and Wales

Ordinary

100%

100%

Parcel Express Limited

England and Wales

Ordinary

100%

100%

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

Subsidiary undertakings

Certini (Holdings) Limited

The principal activity of Certini (Holdings) Limited is that of a holding company.

Certini Bicycle Company Limited

The principal activity of Certini Bicycle Company Limited is sale of bikes and bicycle accessories.

Parcel Express Limited

The principal activity of Parcel Express Limited is letting and operating of own or leased real estate.

Parcel Express Limited (Registered number 03420224) is exempt from the Companies Act 2006 requirements relating to the audit of their individual accounts by virtue of Section 479A of the Act as Certini (Holdings) No 2 Limited has guaranteed the subsidiary company under Section 479C of the Act.

16

Stocks

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Other inventories

4,889,317

4,642,529

-

-

Included in the above stock total is a provision for £413,630 (2023 - £392,136).

17

Debtors

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Other debtors

263,266

404,185

80

80

Prepayments

42,670

39,273

-

-

305,936

443,458

80

80

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

18

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash on hand

750

750

-

-

Cash at bank

3,357,242

2,719,847

-

-

3,357,992

2,720,597

-

-

19

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

20

38,519

24,125

-

-

Trade creditors

 

1,485,006

2,240,935

-

-

Corporation tax

 

130,817

21,016

-

-

Social security and other taxes

 

332,259

19,566

-

-

Other creditors

 

252,742

147,007

112,500

80,000

Accrued expenses

 

148,263

43,723

-

-

 

2,387,606

2,496,372

112,500

80,000

Due after one year

 

Loans and borrowings

20

3,195,666

3,738,784

2,750,000

3,250,000

20

Loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Non-current loans and borrowings

Bank borrowings

445,666

488,784

-

-

Redeemable preference shares

2,750,000

3,250,000

2,750,000

3,250,000

3,195,666

3,738,784

2,750,000

3,250,000

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Current loans and borrowings

Bank borrowings

38,519

24,125

-

-

Group

Bank borrowings

The first bank loan is denominated in £ with a nominal interest rate of 4%, and the final instalment is due on 16 August 2036. The carrying amount at year end is £399,740 (2023 - £423,866).

The loan is secured with a legal charge over the Saltash commercial property.

The second bank loan is denominated in £ with a nominal interest rate of 3.39% over base rate, and the final instalment is due on 21 March 2029. The carrying amount at year end is £84,445 (2023 - £89,043).

Redeemable preference shares

The redeemable preference shares are redeemable at the option of the company. They are redeemable at £1 per share and carry no voting rights. On a winding up of the company the holders of the shares have a right to receive a pari passu distribution. Winding up value for redeemable preference shares is £1.

21

Analysis of changes in net debt

Group

At 1 May 2023
£

Financing cash flows
£

Other non-cash changes
£

At 30 April 2024
£

Cash and cash equivalents

Cash

2,720,597

637,395

-

3,357,992

Borrowings

Loan borrowings

(512,909)

28,724

-

(484,185)

Redeemable preference shares

(3,250,000)

-

500,000

(2,750,000)

(3,762,909)

28,724

500,000

(3,234,185)

 

(1,042,312)

666,119

500,000

123,807

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

22

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

132,018

132,018

Later than one year and not later than five years

356,725

413,450

Later than five years

118,750

193,750

607,493

739,218

The amount of non-cancellable operating lease payments recognised as an expense during the year was £131,992 (2023 - £131,947).

23

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 May 2023

32,197

32,197

Increase (decrease) in existing provisions

71,471

71,471

At 30 April 2024

103,668

103,668

24

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £282,530 (2023 - £38,179).

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

25

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordianry shares of £1 each

100

100

100

100

         

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
All shares rank equally for voting purposes. Each member has one vote and on poll, each member has one vote per share held.

Dividends may be paid to the holders of one or more classes of shares to the exclusion of the other or to all classes of shares, in each case at the same or differing rates, as determined by ordinary resolution or resolution of the directors.

26

Dividends

Interim dividends paid

   

2024
£

 

2023
£

Interim dividend of £1,926.00 (2023 - £Nil) per each Ordinary share

 

192,600

 

-

         
 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

27

Related party transactions

Group

Key management personnel

The directors do not consider any employee other than statutory directors to be key management personnel within the definition contained in FRS102. The directors' remuneration is disclosed in note 8.

Transactions with directors

2024

At 1 May 2023
£

Advances to director
£

Repayments by director
£

At 30 April 2024
£

Director 1

Directors loan account

(63,996)

(74,026)

268,750

130,728

         
       

Director 2

Directors loan account

(86,226)

(74,401)

268,250

107,623

         
       

Director 3

Directors loan account

-

(51,692)

56,030

4,338

         
       

Director 4

Directors loan account

-

(51,692)

56,030

4,338

         
       

Director 5

Directors loan account

-

(35,412)

38,270

2,858

         
       

Director 6

Directors loan account

-

(35,412)

38,270

2,858

         
       

 

2023

At 1 May 2022
£

Advances to director
£

Repayments by director
£

At 30 April 2023
£

Director 1

Directors loan account

21,170

(355,166)

270,000

(63,996)

         
       

Director 2

Directors loan account

1,597

(357,823)

270,000

(86,226)

         
       

 

Certini (Holdings) No 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2024

 

28

Parent and ultimate parent undertaking

The directors are considered to be the ultimate controlling party by virtue of their shareholdings.