Company registration number 13225726 (England and Wales)
PREMIER FOREST UK GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
PREMIER FOREST UK GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
N Davies
T E A Edgell
D J Howells
N J Williams
Company number
13225726
Registered office
Premier Forest Products
West Way Road
Alexandra Dock
Newport
United Kingdom
NP20 2PQ
Auditor
Azets Audit Services
Charter Court
Phoenix Way Enterprise Park
Swansea
United Kingdom
SA7 9FS
PREMIER FOREST UK GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 9
Directors' responsibilities statement
10
Independent auditor's report
11 - 13
Group statement of comprehensive income
14
Group balance sheet
15
Company balance sheet
16
Group statement of changes in equity
17
Company statement of changes in equity
18
Group statement of cash flows
19
Notes to the financial statements
20 - 46
PREMIER FOREST UK GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -

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

BUSINESS REVIEW AND FINANCIAL KEY PERFORMANCE INDICATORS

Premier Forest UK Group Holdings Limited is the holding company for a group (‘Premier’ and/or the ‘Group’) which is engaged in the importation, processing, merchanting and wholesale distribution of timber and timber-based products. Premier was established in 1993 and is headquartered in Newport, South Wales, with an extensive branch and operational network around the UK.

The directors are pleased to report the Group has continued to make good progress in the period. Although the year to 30 April 2024 saw markets return to more normalised conditions (following the extraordinary post Covid-19 pandemic period), there have been developing external risks and challenges through which the Company has had to navigate. This has included accelerated product price deflation, volatile shipping rates, lower new house building levels (the impact of this feeding through to a number of our key sales sectors) and overall reduced consumer confidence as a result of the challenging inflation and interest rate environment within the UK.

The re-engineering of Premier over the past few years, through the strategic focus of its acquisitive growth on higher value sectors has helped support its financial position despite these wider economic challenges.

Analysis of performance of the Group is undertaken monthly. The directors observe the usual financial indicators of performance – turnover, gross margin, net margin, debtor days (2024: 55.3 days; 2023: 61.6 days) and stock turn (2024: 79.7 days; 2023: 80.0 days) – and compare these measures against budgets. In addition, the directors produce management information that analyses customer performance, sales performance, product performance, stock ageing, market segments, supplier analysis and supplier performance.

Gross margin, the group's key measurement of performance was 24.6% (2023: 23.1%). Sales in the year were £100.7mm (2023: £106.16m), a slight decrease year on year – although the 2024 period includes the full year impact of the Décor Panel Limited (part of the Group from February 2023 in the prior year) acquisition in the prior year and the impact of the PWIDF Ltd and Decorpanel KBB acquisitions in the current year. These acquired businesses are generating higher margins (%) and leading to increased overall gross profits despite the reduced sales levels. Operating profit was reduced to £3.2m (2023: £5.6m) and profit before tax was £2.89m (2023: £5.35m), these driven by the one-off impact of a non-recurring profit on disposal of an asset in the prior year of £747k and also combined impacts of product deflation, market headwinds and an increase in cost base over the year. The Group also continued to strengthen its balance sheet and net assets increased to £20.7m (2023: £19.5m). The focus on working capital management supporting strong cash flow generation from operating activities. There are no non-financial measures considered as KPI’s by management.

Progressive thinking, quality, integrity and value combine to make Premier a highly competitive force in the market. Alongside the prerequisite requirements of a competitive price and a fast and efficient service, the directors firmly believe that Premier, in addition to having a leading brand, offers a level of expertise, trust and understanding that goes beyond that of its competitors.

 

The Group has continued progress with its ambitious growth plans through a combination of organic growth and strategic acquisitions, the latter including:

 

 

 

PREMIER FOREST UK GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -
PRINCIPAL RISKS AND UNCERTAINTIES

General Market Conditions: The Group's main markets are dependent on general economic conditions (including interest rates, inflation and general cost of living pressures). The situation remains uncertain and it remains to be seen the impact of higher than target inflation levels and the geopolitical backdrop on the economy. At this point, it is not possible to predict the full extent of any potential future market changes and impact, if any, on revenues. The Group continues to have a strong balance sheet position at year end. To best protect the Group, the directors continue to manage stringently all costs and all elements of working capital to enhance operating cash inflows during this period.

 

People: A strong and experienced management team, and committed, knowledgeable staff at every level of the business constitute the primary raw ingredient for Premier’s growth and success. Whilst the loss of no one individual would represent a significant long-term threat to the business in its own right, sustained erosion or, transversely, difficulties in continuing to attract new talent to help drive growth could present problems. Fortunately, Premier greatly values its staff as its primary asset. This approach engenders a high degree of loyalty and commitment from staff, meaning staff turnover is extremely low, and Premier is seen as an attractive employer within the industry.

 

Competition: In general, the timber products market remains a crowded and volatile one, and one that is often subject to extremely changeable market conditions. This does lead to both shortages and acute over-supply situations. As some of Premier’s competitors are more dependent on commodity materials for their income, they are more prone to problems resulting from these market swings. When it occurs, oversupply represents a bigger problem, as some of Premier’s competitors are quick to liquidate stock in large volumes, driving down prices and margins sharply. Premier has spent many years building its defences against this recurrent trend; significant diversification in product offering and customer sectors now provides robust insulation against the worst of these fluctuations. Significant capital investment continues to be progressed, in particular focussing on further enhancing the Group's timber processing capabilities. Agile decision-making, fast responses to changing market conditions, and efficient purchasing also further mitigate the risk. Indeed, in a falling market, Premier often benefits.

 

Health & Safety: For a group which operates multiple sites with many risk factors (including heavy vehicles and lifting equipment, storage and stacking risks, complex and hazardous wood-processing machinery etc), the potential danger to staff, customers and the wider public is a perennial concern. Failure by the Group to execute the lawful obligations to protect all parties from harm represents a threat which cannot be underestimated. Considerable resource and management time is allocated to ensuring risk mitigation is of paramount concern. External consultation is employed to provide impartial observation and critique and a robust process exists to provide a framework for Health & Safety management in the business. It is an ongoing process, which seeks continuous improvement. If at any point Health & Safety concerns regarding any operation, site or function are deemed too great to be overcome to the required standard, the Group will not hesitate to call a halt to that activity in order to remove the risk entirely.

 

UKTR: UK Timber Regulation rules exist to heavily penalise any UK importer found to have imported timber deemed to be from an illegal source/​supply chain. The law is robust enough to result in criminal prosecutions and substantial fines. The damage to the business and its reputation, should it be found to be in breach, could be significant. Risk mitigation and extremely detailed and forensic supply chain examination is therefore carried out independently by an expert supply chain auditing company, Track Record Global. This provides Premier with highly accurate and transparent scoring of every single supplier and contract enabling forward-facing assessment of risk and removal of supplier which could constitute a threat.

 

PREMIER FOREST UK GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -
SECTION 172 (1) STATEMENT

Stakeholder engagement

The directors of Premier have executed their duties in full accordance with section 172 (1) Companies Act 2006, ensuring all relevant decisions during the course of the year were taken explicitly in order to safeguard and further the success of the business, in good faith and meeting all legal obligations.

Structural changes made to the business during the last year were made following considerable scrutiny and careful consideration by the board of directors, as part of a medium and long-term strategy to strengthen Premier’s position within the UK as a diverse, service-orientated, and market-leading supplier of timber products.

Key stakeholder groups essential to the success of the business are an integral consideration in the decision making processes, and the impact of any such decisions upon those groups is carefully assessed to ensure that the nett effects are positive. Those key stakeholder groups include:

Employees                                                      

Premier has always recognised that the key to the successful implementation of our plans and strategies are down to the willing and efficient participation of our staff.

Professional, loyal and committed staff and management are at the heart of everything we do, so it is essential for the business to recruit, train and retain the very best. Premier’s proportion of long-service staff and our low turnover bear testament to the value we place upon our people and the investments we make in them.

Our management culture places the physical and mental well-being of our staff at the core of its values. A rigorous and well-managed Health & Safety regime is enforced across all sites, with structured, regular and active participation by the relevant management teams and representatives. Mental Health is a subject dear to our hearts; we take the mental well-being of our staff very seriously and we invest heavily in both time and effort to compassionately support any staff members experiencing difficulties in their lives.

We are proud to be able to demonstrate an excellent record of professional development within our management team and beyond. We make full use of the opportunities created by the dynamic and ambitious growth of our company to further the development and careers of those staff with the desire and aptitude for progression. Overall, the business culture within Premier makes it an easy, enjoyable and, above all, fair environment for all our staff to thrive in, where success and commitment is rewarded.

The Group conducts regular board and senior management meetings in a correct, structured and recorded fashion. Strategies and directives resulting from these meetings are immediately communicated to relevant management parties and staff via clear internal communications. Staff meetings are organised and held wherever and whenever significant changes within the operations of the business (or external circumstances) are likely to directly impact staff, and reciprocal engagement is both encouraged and listened to.

Customers                                                      

Of equal value to our staff are our customers. Retention, growth and diversification of our customer-base in key target areas are at the very centre of our strategic objectives. Attentive, knowledgeable and professional representation and customer service is a key strength of Premier. Our performance in these areas is constantly measured through data and anecdotal evidence, and every effort is made to continually surpass our customers’ expectations. Training and investment to ensure we maintain a keenly competitive edge in these areas is prioritised. Premier operates in a largely commodity-driven marketplace, which is highly susceptible to market fluctuations caused by global trends. In order to ride out the resultant peaks and troughs, Premier enhances its value to its customers beyond competitive pricing wherever possible, and it is that extra dimension which enables our business to form long-lasting and mutually beneficial partnerships with our clients.

Funders and financial institutions

Premier enjoys strong and enduring support from its chosen financial partners. That support is constantly fortified by strong and transparent relationships which benefit from accurate, reliable and prompt financial management reporting. This enables our financial partners to monitor our financial headroom and performance with significant assuredness. The relationship with our banker HSBC stretches back to the inception of Premier and has been mutually beneficial to both parties over this time.

 

PREMIER FOREST UK GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -

Suppliers                                                        

Maintaining a competitive edge in a constantly changing market is essential to our continuing success. That is dependent on the strength of relationships we develop with strategic long-term supply partners. Premier’s senior purchasing and commercial management team facilitate excellent relationships with our key supply infrastructure. These relationships ensure maximum exposure to market opportunities, the best financial and product delivery agreements, and collaborative agendas for mutually beneficial growth.

Shareholders

Premier Forest UK Group Holdings Limited board of directors includes the shareholders of the company. The Groups non-shareholding directors on the board diligently fulfil their obligations to the shareholders and the business to ensure success beneficial to all entities.

Local community                                                         

As a diverse, multi-site operation, we recognise and fulfil our obligations to be considerate of the impact we have upon our neighbours, our local communities, and the wider environment. Premier’s plans for development, as well as our day-to-day operations, take full consideration of our social and legal responsibilities and actively aim to minimise our environmental impact.

Our management teams are well advised and trained, and are supported by additional external consultation where required, to ensure we operate to the highest professional standards of conduct and governance in respect of environmental legislation. Our investments in on-site renewable energy generation further offset our carbon footprint.

We strive to be sensitive to any concerns from local communities that may arise regarding our operations at any point, and always seek to resolve any concerns through active engagement and dialogue. Premier continues to support many local community projects and youth groups when approached, through donation and sponsorship, and we hope that such involvement and consideration helps maintain Premier’s standing within our local communities, so many members of whom we employ.

 

FUTURE DEVELOPMENTS

The directors believe that future-year results will continue to show a solid financial performance following actions undertaken in the current year.

Approved by the Board of Directors and on behalf of the Board

T E A Edgell
Director
29 January 2025
PREMIER FOREST UK GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 5 -

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

Principal activities

The principal activity of the group is that of importing and distributing timber and timber-based products. The principal activity of the company is that of a holding company.

Results and dividends

The results for the year are set out on page 14.

Interim dividends were paid amounting to £1,095,000 (2023 - £2,055,000) on the A ordinary £1 shares. The directors do not recommend payment of a final dividend.

Directors

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

N Davies
T E A Edgell
D J Howells
N J Williams
Research and development

The group is committed to significant investment in research and development (R&D) with the general aim to improve performance in an ethical and ecologically sustainable manner.

 

The major objectives of the R&D programme are as follows:

 

i) To ensure the sustainability of timber suppliers

ii) The sustainability of the company's energy requirements

iii) To lead the sector through CHP waste management and a reduced energy requirement

iv) To achieve zero waste to landfill

v) To increase and improve the sustainability of forestry assets: a) by ethical sourcing; b) advanced production with reduced wastage; c) environmentally clean processes and waste minimisation to reduce the carbon footprint.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Post reporting date events

On 31 October 2024 the company completed the acquisition of the trade and assets of Bitus UK Limited (Bitus UK), for a total consideration of £0.8m. Bitus UK (formerly known in the trade as Continental Wood Products) is an importer and bulk distributor of timber, panels and garden products serving the industrial manufacturing, furniture-making, construction and merchanting sectors. As part of this transaction the company took on Bitus UK’s warehousing and distribution activities at the Baltic Distribution port-side facility based in Creeksea, Essex and also took on the Bitus UK sales office in Cirencester, where all members of staff were retained.

 

At the end of November 2024 the company reorganised certain activities and also ceased trading from its Langely branch operation with the trade previously routed through there being switched to Newport and Creeksea, as appropriate.

 

On 21 October 2024 the company announced the acquisition of Stairway Joinery Limited, a company that specialises in designing and manufacturing bespoke stairways for the residential and commercial sectors, for a total consideration of £1.8m.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 6 -
Future developments

Strategy, likely future developments and post balance sheet events in the business of the group are discussed in the strategic report.

Energy and carbon report
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
10,754,034
10,118,214
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
20.80
30.47
- Fuel consumed for owned transport
2,017.52
1,960.44
2,038.32
1,990.91
Scope 2 - indirect emissions
- Electricity purchased
572.52
464.15
Total gross emissions
2,610.84
2,455.06
Intensity ratio
Tonnes CO2e/£100,000
0.03
0.02
Quantification and reporting methodology

The preparation of the Streamlined Energy and Carbon Reporting (SECR) was developed using the methodology provided in The Greeenhouse Gas Protocol – A Corporate Accounting and Reporting Standard (Revised Edition)and use of the relevant UK Government GHG Conversion Factors for Company Reporting for 2023. The SECR for the company is the consolidated data for the company and for the subsidiary companies as set out in note 14.

Intensity measurement

Given the diverse operational activities of the group the chosen intensity measurement ratio is linked to financial activity in terms of per £100,000 turnover.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 7 -
Measures taken to improve energy efficiency

During the past year Premier has continued to push a pro-active agenda of decarbonisation within the business.

 

The business’ electrical energy consumption is partly offset by energy generation. This is conducted via large-scale roof mounted solar arrays at three locations, as well as an advanced on-site gasification plant at Newport which drives a generator. This latter operation largely eliminates all wood-waste from our processing and fabrication division, as well as timber based packaging from the adjacent distribution site, saving significant waste disposal to landfill, and producing a high-grade charcoal which is recycled. The gasification plant and solar panels arrays between them generated 328,850/kwh (2023: 421,317/kwh) of energy during the last year, which was fed back to the grid.

 

Reduction of dependency of fossil fuels is an ongoing process. As lease contracts expire, forktrucks are being systematically replaced with electric versions wherever possible. This process began in 2020, with more scheduled for coming periods.

 

Similarly, the group car fleet is undergoing changes. Specific policy changes have been implemented to encourage drivers to move vehicles to low emission hybrids at the very least, with full EV’s being promoted wherever viable. With several full EV’s already added to the fleet, it is expected that this switch will continue this coming year. In support of this, Premier has invested in on-site and at-home charging wherever possible, and is expanding and upgrading those facilities to future-proof and keep pace with the growing demand.

 

Whilst the Covid 19 pandemic certainly curtailed travel to and between offices, like many businesses Premier has observed the benefits of the hybrid working model and has been happy to since embrace this in the culture of the company. This has meant a considerable reduction in business miles driven by staff, contributing to the reduction of CO2, particulate and tyre debris emissions.

 

Whilst at this stage the HGV fleet does not have an alternative to internal combustion engines, Premier nonetheless recognizes the importance of ensuring the best possible fuel efficiency of these vehicles. Driver training, enhanced telematics data and a move to software assisted route planning will all help deliver improved fuel efficiencies and help reduce carbon emissions.

 

Lighting is another key area where significant work has been undertaken (and continues on a rolling basis); existing halogen, fluorescent and Sodium lighting in warehouses and offices is being replaced with energy efficient LED lighting, both reducing energy consumption and improving the safe lighting levels, particularly in the warehouses during the winter months. A program of replacement of warehouse skylights has also begun, reducing the need to use of lighting during daylight hours.

 

PREMIER FOREST UK GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 8 -
Going Concern

 

In preparing the financial statements, the directors have considered the current financial position of the group and the likely future cash flows. At the date of signing the financial statements, the directors have concluded that it is appropriate to prepare them on a going concern basis. In forming this conclusion, the directors have considered the group’s strong financial performance in the current financial year and prospects for the subsequent financial periods. The directors have reviewed projected cash flows of the group and have considered different market scenarios within this based on sensitivities if market demand changes. The group’s costs and working capital requirements are managed rigorously. The group's trading activities are forecast to generate positive future cash flows for at least 12 months from the date the financial statements are signed, thus enabling the group to meet its obligations as they fall due.

 

The group has an import line facility and an invoice finance facility to assist with the financing of the business together with two fixed term loans in relation to the 22/23 acquisition funding. The group has met all capital and interest payments as they have fallen due in respect of financing arrangements, up to the date of approving the financial statements, and the forecasts indicate that the company can continue to meet such payments as they fall due. There have been no covenant breaches in the year ended April 2024 and based on the assessment of the future cash flows of the business the group will be able to manage its covenant positions for the foreseeable future.

 

The group’s banking facilities were formally reviewed and renewed in April 2024 and the directors are confident that these will be renewed by HSBC when they fall for renewal in April 2025.

 

Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Financial risk management objectives and policies

The group’s principal financial instruments comprise bank overdrafts, bank loans, trade creditors, trade debtors, forward contracts and invoice discounting facilities. The main purpose of these instruments is to raise funds for the group’s operations and to finance the group’s operations.

Due to the nature of the financial instruments used by the group, there is limited exposure to price risk. The group’s approach to managing other risks applicable to the financial instruments concerned is shown below. The group enters into forward contracts to hedge against foreign currency fluctuations (note 15).

In respect of bank overdrafts, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts and factoring facilities.

In respect of loans, these comprise loans from financial institutions. The interest rate on the loans is variable but the monthly repayments are fixed. The group manages the liquidity risk by ensuring there are sufficient funds to meet the payments.

Trade debtors are managed in respect of credit and cash flow risk by managing advances from the factor. Customer balances are regularly monitored by reference to amounts outstanding for time and credit limits.

Trade creditor liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Statement of disclosure to auditor

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

Auditor

In accordance with the group's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put in a General Meeting.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 9 -
On behalf of the board
T E A Edgell
Director
29 January 2025
PREMIER FOREST UK GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024
- 10 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

PREMIER FOREST UK GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PREMIER FOREST UK GROUP HOLDINGS LIMITED
- 11 -
Opinion

We have audited the financial statements of Premier Forest UK Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

Basis for opinion

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

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

PREMIER FOREST UK GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PREMIER FOREST UK GROUP HOLDINGS LIMITED
- 12 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

PREMIER FOREST UK GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PREMIER FOREST UK GROUP HOLDINGS LIMITED
- 13 -

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Paul Bowden (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
30 January 2025
Chartered Accountants
Charter Court
Statutory Auditor
Phoenix Way Enterprise Park
Swansea
United Kingdom
SA7 9FS
PREMIER FOREST UK GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
- 14 -
2024
2023
Notes
£
£
Turnover
3
100,744,900
106,164,078
Cost of sales
(76,004,872)
(81,690,662)
Gross profit
24,740,028
24,473,416
Distribution costs
(13,048,180)
(11,405,195)
Administrative expenses
(8,680,926)
(7,551,400)
Other operating income
194,389
83,869
Operating profit
4
3,205,311
5,600,690
Interest receivable and similar income
9
256,902
1,102
Interest payable and similar expenses
8
(587,891)
(248,793)
Profit before taxation
2,874,322
5,352,999
Tax on profit
10
(700,236)
(1,396,876)
Profit for the financial year
27
2,174,086
3,956,123
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
PREMIER FOREST UK GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 APRIL 2024
30 April 2024
- 15 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
7,439,939
5,914,183
Negative goodwill
12
(61,504)
(67,095)
Net goodwill
7,378,435
5,847,088
Tangible assets
13
7,614,596
6,987,447
14,993,031
12,834,535
Current assets
Stocks
17
14,703,018
15,683,638
Debtors
18
19,184,205
21,443,751
Cash at bank and in hand
2,759,409
3,418,935
36,646,632
40,546,324
Creditors: amounts falling due within one year
19
(26,319,298)
(25,880,183)
Net current assets
10,327,334
14,666,141
Total assets less current liabilities
25,320,365
27,500,676
Creditors: amounts falling due after more than one year
20
(3,460,177)
(7,045,339)
Provisions for liabilities
Deferred tax liability
24
1,240,084
914,319
(1,240,084)
(914,319)
Net assets
20,620,104
19,541,018
Capital and reserves
Called up share capital
26
5,502,000
5,502,000
Profit and loss reserves
27
15,118,104
14,039,018
Total equity
20,620,104
19,541,018
The financial statements were approved by the board of directors and authorised for issue on 29 January 2025 and are signed on its behalf by:
29 January 2025
T E A Edgell
Director
Company registration number 13225726 (England and Wales)
PREMIER FOREST UK GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 16 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
5,502,000
5,502,000
Current assets
Debtors
18
200,000
200,000
Cash at bank and in hand
1
1
200,001
200,001
Creditors: amounts falling due within one year
19
(85)
(85)
Net current assets
199,916
199,916
Net assets
5,701,916
5,701,916
Capital and reserves
Called up share capital
26
5,502,000
5,502,000
Profit and loss reserves
27
199,916
199,916
Total equity
5,701,916
5,701,916

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,095,000 (2023 - £2,055,000 profit).

The financial statements were approved by the board of directors and authorised for issue on 29 January 2025 and are signed on its behalf by:
29 January 2025
T E A Edgell
Director
Company registration number 13225726 (England and Wales)
PREMIER FOREST UK GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 17 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 May 2022
5,502,000
12,137,895
17,639,895
Year ended 30 April 2023:
Profit and total comprehensive income
-
3,956,123
3,956,123
Dividends
11
-
(2,055,000)
(2,055,000)
Balance at 30 April 2023
5,502,000
14,039,018
19,541,018
Year ended 30 April 2024:
Profit and total comprehensive income
-
2,174,086
2,174,086
Dividends
11
-
(1,095,000)
(1,095,000)
Balance at 30 April 2024
5,502,000
15,118,104
20,620,104
PREMIER FOREST UK GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 18 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 May 2022
5,502,000
199,916
5,701,916
Year ended 30 April 2023:
Profit and total comprehensive income for the year
-
2,055,000
2,055,000
Dividends
11
-
(2,055,000)
(2,055,000)
Balance at 30 April 2023
5,502,000
199,916
5,701,916
Year ended 30 April 2024:
Profit and total comprehensive income
-
1,095,000
1,095,000
Dividends
11
-
(1,095,000)
(1,095,000)
Balance at 30 April 2024
5,502,000
199,916
5,701,916
PREMIER FOREST UK GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 19 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
9,647,462
12,549,607
Interest paid
(587,891)
(248,793)
Income taxes paid
(1,363,986)
(1,633,042)
Net cash inflow from operating activities
7,695,585
10,667,772
Investing activities
Purchase of tangible fixed assets
(1,136,996)
(2,936,317)
Proceeds on disposal of tangible fixed assets
203,062
22,289
Purchase of subsidiaries
(2,265,078)
(6,985,531)
Interest received
256,902
436
Other income received from investments
-
0
666
Net cash used in investing activities
(2,942,110)
(9,898,457)
Financing activities
Proceeds of new bank loans
-
5,000,000
Repayment of bank loans
(3,368,508)
(2,644,426)
Payment of finance leases obligations
(505,413)
(214,740)
Dividends paid to equity shareholders
(1,095,000)
(2,055,000)
Net cash (used in)/generated from financing activities
(4,968,921)
85,834
Net (decrease)/increase in cash and cash equivalents
(215,446)
855,149
Cash and cash equivalents at beginning of year
2,974,855
2,119,706
Cash and cash equivalents at end of year
2,759,409
2,974,855
Relating to:
Cash at bank and in hand
2,759,409
3,418,935
Bank overdrafts included in creditors payable within one year
-
(444,080)
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 20 -
1
Accounting policies
Company information

Premier Forest UK Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is West Way Road, Alexandra Dock, Newport, NP20 2PQ .

 

The group consists of Premier Forest UK Group Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 21 -
1.2
Business combinations and goodwill

Business combinations are accounted for by applying the purchase method. The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

 

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

 

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured it is disclosed on the same basis as other contingent liabilities.

 

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the group’s interest in the identifiable net assets, liabilities and contingent liabilities acquired. On acquisition, goodwill is allocated to cash-generating units (‘CGUs’) that are expected to benefit from the combination. When the excess is negative this is recognised as negative goodwill and separately disclosed on the statement of financial position.

 

Goodwill is amortised over its expected useful life which is determined to be 20 years, which represents management’s best assessment of the useful life of the asset on the basis of anticipated future demand for the product. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. Reversals of impairment are recognised when the reasons for the impairment no longer apply.

 

Negative goodwill is similarly included in the balance sheet and is credited to the profit and loss account in the periods in which the acquired non-monetary assets are recovered through depreciation or sale. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to the profit and loss account in the periods expected to benefit.

 

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Premier Forest UK Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 April 2024 except those for Decor Panel Limited which are made up to 31 May 2024. The results for Decor Panel Limited have been consolidated based on management information for the period between 1 May 2023 and 30 April 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 22 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

In preparing the financial statements, the directors have considered the current financial position of the group and the likely future cash flows. At the date of signing the financial statements, the directors have concluded that it is appropriate to prepare them on a going concern basis. In forming this conclusion, the directors have considered the group’s strong financial performance in the current financial year and prospects for the subsequent financial periods. The directors have reviewed projected cash flows of the group and have considered different market scenarios within this based on sensitivities if market demand changes. The group’s costs and working capital requirements are managed rigorously. The group’s trading activities are forecast to generate positive future cash flows for at least 12 months from the date the financial statements are signed, thus enabling the group to meet its obligations as they fall due.

 

The group has an import line facility and an invoice finance facility to assist with the financing of the business together with two fixed term loans in relation to the 22/23 acquisition funding. The group has met all capital and interest payments as they have fallen due in respect of financing arrangements, up to the date of approving the financial statements, and the forecasts indicate that the company can continue to meet such payments as they fall due. There have been no covenant breaches in the year ended April 2024 and based on the assessmentof the future cash flows of the business the group will be able to manage its covenant positions for the foreseeable future.

 

The group’s banking facilities were formally reviewed and renewed in April 2024 and the directors are confident that these will be renewed by HSBC when they fall for renewal in April 2025.

 

Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 23 -
1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost), less accumulated depreciation and accumulated provision for impairment. Cost includes the original purchase price and costs incurred which are 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. Individual freehold and leasehold properties are revalued to fair value every year with the surplus or deficit on book value being transferred to the revaluation reserve, except that a deficit which is in excess of any previously recognised surplus over depreciated cost relating to the same property, or the reversal of such a deficit, is charged (or credited) to the profit and loss account.

 

The group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when the cost is incurred; if the replacement part is expected to provide incremental future benefits to the group the carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the income statement during the period in which they are incurred.

 

Freehold land and buildings which are used by the group as outlets for direct sales to the public are, subsequent to initial recognition, valued at fair value. The fair value assessment is made annually, with any change recognised in a revaluation reserve as appropriate.

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

Freehold land and buildings
Freehold land: 0%, Freehold buildings: 2% reducing balance
Improvements to property
6% - 20% straight line
Plant and machinery
5% - 20% straight line and 20% - 25% on reducing balance
Fixtures and fittings
10% straight line
Office equipment
15% on reducing balance and 20% straight line
Motor vehicles
25% on reducing balance

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

 

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 24 -
1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow-moving items. Stocks are recognised as an expense in the period in which the related revenue is recognised. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the inventory to its present location and condition. The cost of finished goods and services includes raw materials, direct labour and other direct costs and related production overheads (based on normal operating capacity).

 

At the end of each reporting period inventories are assessed for impairment. If an item of inventory is impaired, the identified inventory is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the income statement. Where a reversal of the impairment is recognised the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the income statement.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 25 -
1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 26 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Factoring and invoice discounting

Gross debts are shown in the statement of financial position as trade debtors and advance payments from the factor are included within creditors as a liability. All interest and charges are written off to the statement of comprehensive income as and when they arise.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 27 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 28 -
1.19
Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

 

 

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.21

Factoring and invoice discounting

Gross debts are shown in the statement of financial position as trade debtors and advance payments from the factor are included within creditors as a liability. All interest and charges are written off to the statement of comprehensive income as and when they arise.

1.22

Related party transactions

The group discloses transactions with related parties which are not wholly-owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 29 -
2
Judgements 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 estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Useful life of goodwill

Goodwill is amortised over its expected useful life. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as a change in the business, technological advancement and changes in market prices are taken into account.

Useful economic lives and tangible assets

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

Impairment of investments (company only)

The group considers whether investments are impaired. This requires consideration of the financial position and financial performance of the subsidiary companies and the estimation of future revenues and future cash flows from the companies as well as the selection of appropriate discount rates in order to calculate the net present value of the cash flows.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provisioning

Provision is made for those items of stock which are obsolete and where the net realisable value is estimated to be lower than cost. Net realisable value is based on both historic experience and assumptions regarding future selling values, and is consequently a source of estimation uncertainty.

Accruals

Costs are recognised in the period to which they relate. Provision is therefore made for costs that have been incurred but not yet billed. Provisioning requires managements best estimate of the final costs that have been incurred based on the fulfilment by suppliers of their contractual agreements.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
100,744,900
106,164,078
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
3
Turnover and other revenue
(Continued)
- 30 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
100,648,981
106,133,929
Republic of Ireland
20,409
30,149
Rest of Europe
75,510
-
100,744,900
106,164,078
2024
2023
£
£
Other revenue
Interest income
256,902
1,102
Grants received
8,892
-
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
1,477
48,684
Government grants
(8,892)
-
Depreciation of owned tangible fixed assets
1,103,354
881,818
Depreciation of tangible fixed assets held under finance leases
167,601
118,418
Profit on disposal of tangible fixed assets
(17,087)
(747,581)
Amortisation of intangible assets
341,568
221,618
Release of negative goodwill
(5,591)
(878,382)
Operating lease charges
1,149,349
1,043,339
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,500
3,500
Audit of the financial statements of the company's subsidiaries
50,350
47,750
53,850
51,250
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 31 -
6
Employees

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

Group
Group
Company
2024
2023
2023
Number
Number
Number
Production
151
63
-
Administration and distribution
184
222
-
Total
335
285
-
0

Their aggregate remuneration comprised:

Group
Group
Company
2024
2023
2023
£
£
£
Wages and salaries
10,995,448
8,958,434
-
0
Social security costs
1,105,318
1,006,703
-
Pension costs
436,612
351,561
-
0
12,537,378
10,316,698
-
0

There are no employees in the parent company and no associated costs.

7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
396,786
412,994
Company pension contributions to defined contribution schemes
17,386
8,169
414,172
421,163
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023: 1).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
144,286
100,000
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 32 -
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
556,714
222,346
Other finance costs:
Interest on finance leases and hire purchase contracts
31,177
26,447
Total finance costs
587,891
248,793
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
-
0
436
Other interest income
256,902
-
Total interest revenue
256,902
436
Other income from investments
Gains on financial instruments measured at fair value through profit or loss
-
0
666
Total income
256,902
1,102
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
907,837
874,326
Adjustments in respect of prior periods
(140,139)
(3,120)
Total current tax
767,698
871,206
Deferred tax
Origination and reversal of timing differences
(76,569)
533,994
Adjustment in respect of prior periods
9,107
(8,324)
Total deferred tax
(67,462)
525,670
Total tax charge
700,236
1,396,876
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
10
Taxation
(Continued)
- 33 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
2,874,322
5,352,999
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.49%)
718,581
1,043,300
Tax effect of expenses that are not deductible in determining taxable profit
112,687
103,539
Tax effect of income not taxable in determining taxable profit
-
0
(64)
Adjustments in respect of prior years
(131,032)
10,673
Effect of change in corporation tax rate
-
110,582
Group relief
-
0
(102,093)
Other timing difference
-
0
9,046
Chargeable gain
-
0
221,893
Taxation charge
700,236
1,396,876
11
Dividends
2024
2023
2024
2023
Recognised as distributions to equity holders:
Per share
Per share
Total
Total
£
£
£
£
Voting ordinary shares
Interim paid
0.20
0.37
1,095,000
2,055,000
12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 1 May 2023
6,137,877
(951,068)
5,186,809
Additions - business combinations
1,867,324
-
0
1,867,324
At 30 April 2024
8,005,201
(951,068)
7,054,133
Amortisation and impairment
At 1 May 2023
223,694
(883,973)
(660,279)
Amortisation charged for the year
341,568
(5,591)
335,977
At 30 April 2024
565,262
(889,564)
(324,302)
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
12
Intangible fixed assets
(Continued)
- 34 -
Carrying amount
At 30 April 2024
7,439,939
(61,504)
7,378,435
At 30 April 2023
5,914,183
(67,095)
5,847,088
The company had no intangible fixed assets at 30 April 2024 or 30 April 2023.

The goodwill has arisen on acquisitions made by the group and is being amortised over a 20 year period, recognising the long term benefit to the group of the assets acquired.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 35 -
13
Tangible fixed assets
Group
Freehold land and buildings
Improvements to property
Plant and machinery
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 May 2023
385,462
1,040,338
5,080,568
75,457
241,842
1,128,991
7,952,658
Additions
-
0
303,242
657,808
2,387
102,579
70,981
1,136,997
Business combinations
-
0
53,413
803,348
21,480
21,571
47,270
947,082
Disposals
-
0
-
0
(108,587)
-
0
-
0
(319,553)
(428,140)
At 30 April 2024
385,462
1,396,993
6,433,137
99,324
365,992
927,689
9,608,597
Depreciation and impairment
At 1 May 2023
-
0
188,706
447,683
1,409
20,514
306,899
965,211
Depreciation charged in the year
-
0
138,769
890,142
3,164
51,491
187,389
1,270,955
Eliminated in respect of disposals
-
0
-
0
(52,873)
-
0
-
0
(189,292)
(242,165)
At 30 April 2024
-
0
327,475
1,284,952
4,573
72,005
304,996
1,994,001
Carrying amount
At 30 April 2024
385,462
1,069,518
5,148,185
94,751
293,987
622,693
7,614,596
At 30 April 2023
385,462
851,632
4,632,885
74,048
221,328
822,092
6,987,447
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 36 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and machinery
900,001
659,120
-
0
-
0
Motor vehicles
123,822
241,341
-
0
-
0
1,023,823
900,461
-
-
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
5,502,000
5,502,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 May 2023 and 30 April 2024
5,502,000
Carrying amount
At 30 April 2024
5,502,000
At 30 April 2023
5,502,000
15
Subsidiaries

Details of the company's subsidiaries at 30 April 2024 are as follows:

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
15
Subsidiaries
(Continued)
- 37 -
Name of undertaking
Country of incorporation
Nature of business
Class of
% Held
shares held
Direct
Indirect
Premier Forest Group Limited
United Kingdom
Intermediate holding company
Ordinary Shares
100.00
-
Premier Forest Products Limited
United Kingdom
Timber merchant
Ordinary Shares
-
100.00
Monmouthshire Timber Supplies Limited
United Kingodm
Dormant
Ordinary Shares
-
100.00
Decor Panel Limited
United Kingdom
Dormant
Ordinary Shares
-
100.00
PWIDF Limited
United Kingdom
Specialist distributors and convertors of wood based products
Ordinary Shares
-
100.00
Decorpanel KBB Limited
United Kingdom
Specialist distributors and converters of wood based products
Ordinary Shares
-
100.00
Premier Forest Acquisitions Limited
United Kingdom
Dormant
Ordinary Shares
-
100.00

The registered office of all subsidiaries incorporated in the United Kingdom is West Way Road, Alexandra Dock, Newport, NP20 2PQ.

 

The directors believe that the carrying values of the investments are supported by their underlying net assets at the end of the period.

 

Under S479A of the Companies Act 2006, Monmouthshire Timber Supplies Limited (registered number 05035832), Decor Panel Limited (registered number 03632222), Decorpanel KBB Limited (registered number 03481800) and PWIDF Limited (registered number: 04034925) are exempt from the requirements of the Act relating to the audit of individual accounts. Premier Forest UK Group Holdings Limited has guaranteed the liabilities of Monmouthshire Timber Supplies Limited, Decor Panel Ltd, Decorpanel KBB Limited and PWIDF Limited.

16
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
17,745,370
20,631,749
n/a
n/a
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
4,906
2,261
-
-
Measured at amortised cost
29,771,247
30,826,415
n/a
n/a
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
16
Financial instruments
(Continued)
- 38 -

The company enters into forward contracts to hedge against foreign currency fluctuations. At 30 April 2024, the group was contracted to sell US dollars to the value of $671,069 (2023: sell $500,000) and the purchase of euros to the value of €nil (2023: €300,000). The company does not hold derivatives for speculative purposes.

The forward currency contracts and hedges are measured at fair value, which is determined by using valuation techniques that utilise observable inputs. The key assumptions used in valuing the derivatives are the forward exchange rates for the relevant currencies. As at 30 April 2024, the fair value is a gain of £4,906 (2023: gain £2,261) and the change in value included in the statement of comprehensive income is a gain of £0 (2023: gain £666). The expiry dates of all forward contracts are within 12 months of the balance sheet date.

17
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Stocks held for production and resale
14,703,018
15,683,638
-
-

The directors are of the opinion that there are no material differences between the replacement cost of stock and the statement of financial position amounts. A provision of £112,788 (2023: £212,625) was made against impairment of stocks due to slow moving and obsolete stock.

18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
15,276,404
17,930,473
-
0
-
0
Amounts owed by group undertakings
-
-
200,000
200,000
Other debtors
604,666
620,876
-
0
-
0
Prepayments and accrued income
1,438,835
812,002
-
0
-
0
17,319,905
19,363,351
200,000
200,000
Amounts falling due after more than one year:
Other debtors
1,864,300
2,080,400
-
0
-
0
Total debtors
19,184,205
21,443,751
200,000
200,000

Trade debtors are stated after provisions for impairment of £206,321 (2023: £276,160). Amounts due from group undertakings are unsecured, interest-free, have no fixed date of repayment and are repayable on demand.

 

Included within other debtors within one year (2024: £519,600; 2023: £532,788) and after one year (2024: £1,864,300; 2023: £2,080,400) is a loan receivable over 60 months that commenced on 30 April 2023. Interest is charged at a rate of 10% per annum on this balance. This loan is secured by way of a fixed charge over the assets transferred.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 39 -
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
3,846,679
4,484,821
-
0
-
0
Obligations under finance leases
22
282,144
404,179
-
0
-
0
Trade creditors
15,186,970
13,105,940
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
85
85
Corporation tax payable
218,060
798,610
-
0
-
0
Other taxation and social security
722,122
1,298,236
-
-
Other creditors
2,680,290
3,262,290
-
0
-
0
Accruals and deferred income
3,383,033
2,526,107
-
0
-
0
26,319,298
25,880,183
85
85

Included in other creditors is £2,560,177 (2023: £2,822,072) advanced in respect of the group's invoice discounting facility, which are secured against the trade debtors to which they relate. Secured balances are considered further in note 22.

20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
1,771,929
4,946,375
-
0
-
0
Obligations under finance leases
22
578,943
437,887
-
0
-
0
Accruals and deferred income
1,109,305
1,661,077
-
0
-
0
3,460,177
7,045,339
-
-

Secured balances are considered in note 22.

21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
5,618,608
8,987,116
-
0
-
0
Bank overdrafts
-
0
444,080
-
0
-
0
5,618,608
9,431,196
-
-
Payable within one year
3,846,679
4,484,821
-
0
-
0
Payable after one year
1,771,929
4,946,375
-
0
-
0
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
21
Loans and overdrafts
(Continued)
- 40 -

Included within loans payable within one year are short-term loans against imported goods of £540,109 (2023: £707,407). The loans attract interest of 1.4% above base rate.

 

Included within loans payable within one year and after one year is a loan repayable over 36 months of £1,619,377 (2023: £3,279,708) that commenced on 3 March 2022. Interest is charged at a rate of 1.99% above the Bank of England Base rate.

 

Also included within loans payable within one year and after one year is a loan repayable over 36 months of £3,459,122 (2023: £5,000,000) that commenced on 1 April 2023. Interest is charged at a rate of 2.25% above the Bank of England Base rate.

22
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
282,144
404,179
-
0
-
0
In two to five years
578,943
437,887
-
0
-
0
861,087
842,066
-
-

Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3-4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

23
Secured debts
The following secured debts are included within creditors:
Group
2024
2023
£
£
Bank loans
5,618,608
8,987,115
Bank overdrafts
-
444,080
Hire purchase contracts
861,087
842,066
Invoice discounting
2,434,859
2,822,072
Total
8,914,554
13,095,333

The bank loans and bank overdraft are secured by fixed and floating charges over the assets of the company. The hire purchase contracts are secured over the assets to which they relate. The invoice discounting account is secured by assignment of trade debtors.

 

There are no secured debts on the company.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 41 -
24
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
1,292,290
981,525
Tax losses
(47,206)
(54,706)
Other short term trading differences
(5,000)
(12,500)
1,240,084
914,319
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 May 2023
914,319
-
Credit to profit or loss
(67,462)
-
Other
393,227
-
Liability at 30 April 2024
1,240,084
-

The deferred tax liability set out above is expected to reverse over the course of the life of the assets and relates to accelerated capital allowances that are expected to mature within the same period.

25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
436,612
351,561

The group operates a defined contribution pension scheme on behalf of its employees. The assets of the scheme are held separately from those of the company in an independently administered fund. There were no amounts outstanding at 30 April 2024 (2023: £nil).

26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Voting ordinary shares of £1 each
5,502,000
5,502,000
5,502,000
5,502,000
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 42 -
27
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
14,039,018
12,137,895
199,916
199,916
Profit for the year
2,174,086
3,956,123
1,095,000
2,055,000
Dividends
(1,095,000)
(2,055,000)
(1,095,000)
(2,055,000)
At the end of the year
15,118,104
14,039,018
199,916
199,916

Profit and loss reserve represents the accumulation of the performance of the business after the deductions of dividends paid to shareholders of the company.

28
Acquisition of a business

On 2 November 2023 the group, through an investment made by Premier Forest Products Limited, acquired the entire ordinary share capital of PWIDF Limited for £1,930,481.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant & equipment
296,868
-
296,868
Inventories
434,166
-
434,166
Trade and other receivables
537,795
-
537,795
Cash and cash equivalents
293,756
-
293,756
Trade and other payables
(232,950)
-
(232,950)
Tax liabilities
(95,730)
-
(95,730)
Deferred tax
(154,592)
-
(154,592)
Total identifiable net assets
1,079,313
-
1,079,313
Goodwill
851,168
Total consideration
1,930,481
The consideration was satisfied by:
£
Cash
1,430,481
Deferred consideration
500,000
1,930,481
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
28
Acquisition of a business
(Continued)
- 43 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,648,844
Profit after tax
105,005

On 10 November 2023 the group, through an investment made by Premier Forest Products Limited, acquired 100% of the issued capital of Decor Panel KBB Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant & equipment
650,215
-
650,215
Inventories
103,643
-
103,643
Trade & other receivables
343,328
-
343,328
Cash and cash equivalents
76,727
-
76,727
Borrowings
(129,167)
-
(129,167)
Obligations under finance leases
(524,434)
-
(524,434)
Trade & other payables
(672,745)
-
(672,745)
Deferred tax
(158,640)
-
(158,640)
Total identifiable net assets
(311,073)
-
(311,073)
Goodwill
495,985
Total consideration
184,912
The consideration was satisfied by:
£
Cash
134,912
Deferred consideration
50,000
184,912
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,589,143
Loss after tax
(50,596)
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 44 -
29
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
1,222,552
1,780,847
-
-
Between one and five years
1,902,992
3,247,768
-
-
In over five years
2,309,866
3,299,645
-
-
5,435,410
8,328,260
-
-

Included within the above are amounts of £917,185 (2023: £1,048,848) due within one year, £2,893,477 (2023: £2,396,534) due between one and five years and £2,563,135 (2023: £2,749,645) due after five years relating to minimum lease payments on land and buildings.

30
Related party transactions
Transactions with related parties

Transactions with other companies within the group have not been disclosed in these financial statements as the company has taken advantage of the exemption outlined in FRS102 on Related Party Disclosures, which exempts wholly-owned subsidiaries from disclosing related party transactions in their statutory financial statements.

 

During the period the group entered into the following transactions with associate companies:

Sales
Sales
Purchases
Purchases
2024
2023
2024
2023
£
£
£
£
Group
Penllyn Castle
59,271
26,467
-
-
Howells Farm Limited
1,176
-
-
-
Howells 2020 Limited
32,486
4,474
-
-
Ankur Scientific UK Limited
-
-
21,000
92,933
30,941
-
21,000

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Ankur Scientific UK Limited
-
16,800
-
16,800
PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
30
Related party transactions
(Continued)
- 45 -
Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Penllyn Castle
23,536
8,706
23,536
8,706
Other information

Ankur Scientific UK Limited and Piercefield Limited are associate companies in which a family member of a director of the company has an interest. Two directors of the company have separate interests in Penllyn Castle, Howells Farm Limited and Howells 2020 Limited.

Brooks Timber & Building Supplies Limited was an associated company due to being under common ownership with Premier Forest Uk Group holdings Limited during the period.

31
Events after the reporting date

On 31 October 2024 the company completed the acquisition of the trade and assets of Bitus UK Limited (Bitus UK), for a total consideration of £0.8m. Bitus UK (formerly known in the trade as Continental Wood Products) is an importer and bulk distributor of timber, panels and garden products serving the industrial manufacturing, furniture-making, construction and merchanting sectors. As part of this transaction the company took on Bitus UK’s warehousing and distribution activities at the Baltic Distribution port-side facility based in Creeksea, Essex and also took on the Bitus UK sales office in Cirencester, where all members of staff were retained.

 

At the end of November 2024 the company reorganised certain activities and also ceased trading from its Langely branch operation with the trade previously routed through there being switched to Newport and Creeksea, as appropriate.

 

On 21 October 2024 the company announced the acquisition of Stairway Joinery Limited, a company that specialises in designing and manufacturing bespoke stairways for the residential and commercial sectors, for a total consideration of £1.8m.

PREMIER FOREST UK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 46 -
32
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
2,174,086
3,956,123
Adjustments for:
Taxation charged
700,236
1,396,876
Finance costs
587,891
248,793
Investment income
(256,902)
(1,102)
Gain on disposal of tangible fixed assets
(17,087)
(747,581)
Amortisation and impairment of intangible assets
335,977
216,027
Depreciation and impairment of tangible fixed assets
1,270,955
1,000,236
Movements in working capital:
Decrease in stocks
1,518,429
7,293,646
Decrease in debtors
3,140,669
4,627,134
Increase/(decrease) in creditors
193,208
(5,440,545)
Cash generated from operations
9,647,462
12,549,607

 

33
Analysis of changes in net debt - group
1 May 2023
Cash flows
30 April 2024
£
£
£
Cash at bank and in hand
3,418,935
(659,526)
2,759,409
Bank overdrafts
(444,080)
444,080
-
0
2,974,855
(215,446)
2,759,409
Borrowings excluding overdrafts
(8,987,116)
3,368,508
(5,618,608)
Obligations under finance leases
(842,066)
(19,021)
(861,087)
(6,854,327)
3,134,041
(3,720,286)
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