Company Registration No. 14214093 (England and Wales)
ASHFIELD MILL GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
2024-04-30
PM+M Solutions for Business LLP
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
ASHFIELD MILL GROUP LIMITED
COMPANY INFORMATION
Directors
Mr S Blackley
Mrs S Blackley
(Appointed 31 March 2023)
Company number
14214093
Registered office
Ashfield Mill
Active Way
Burnley
Lancashire
BB11 1BS
Auditor
PM+M Solutions for Business LLP
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
ASHFIELD MILL GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
ASHFIELD MILL GROUP LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 APRIL 2024
- 1 -
The directors present the strategic report for the period ended 30 April 2024.
Business Performance Overview
On 1 November 2022, the company acquired 100% of the issued share capital of Ashfield Mill Co Limited, and its two wholly owned subsidiaries, John Spencer (Textiles) Limited and Ian Mankin Limited.
Over the past 18 months, the business has shown steady performance, despite challenging conditions particularly in the furnishing market. A notable shift in focus from traditional industrial manufacturing to furnishing fabrics has contributed to a change in gross margins.
Group turnover for the 18months was £8,740,870.
Group gross profit for the 18months was £4,616,049.
While the interior and furnishing sector faced challenges in various areas over the past year, the group benefited from the strong market position of its subsidiary, Ian Mankin. Operating at the lower end of the designer market, Ian Mankin maintained solid sales performance. Additionally, the group experienced robust export sales, further bolstering overall performance.
Investment and Management Development
The business maintained its commitment to capital expenditure, highlighted by the purchase of a multi-head winding machine and continued internal improvements to the building and its facilities.
Over the past 18 months, significant focus has been placed on the development and structure of the management team, aimed at further enhancing the groups commitment to quality and its future longevity. The group has further advanced its commitment to develop apprentices and future proof skills through training and internal support.
Principal risks and uncertainties
Despite rising business costs and a stagnant economic forecast, the Board remains optimistic about the future. Over the past five years, the group has focused on building a skilled workforce and strengthening management expertise.
As a result, the group is now in its strongest position to navigate challenges, drive growth, and pursue expansion opportunities.
Future Prospects
The order book for the weaving facility remains robust, with a promising pipeline of new customer developments for the first quarter. Ian Mankin continues to innovate with new collections while expanding its presence in the U.S. market.
The group is also actively monitoring opportunities for potential new business acquisitions to support future growth and diversification.
Financial Position and Outlook
The cash position remains strong, with both John Spencer (Textiles) and Ian Mankin continuing to expand and deliver growth within their key market sectors.
The Directors have a reasonable expectation that the business will continue its operational existence for the foreseeable future. The group remains flexible and well-prepared to adapt to future changes as needed.
ASHFIELD MILL GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 2 -
Mr S Blackley
Director
31 January 2025
ASHFIELD MILL GROUP LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 APRIL 2024
- 3 -
The directors present their annual report and financial statements for the period ended 30 April 2024.
Principal activities
The principal activity of the company and group was that of textile manufacturing and the retailing and wholesaling of natural fabrics.
On 1 November 2022, the company acquired 100% of the issued share capital of Ashfield Mill Co Limited, and its two wholly owned subsidiaries, John Spencer (Textiles) Limited and Ian Mankin Limited.
Results and dividends
The results for the period are set out on page 9.
Ordinary dividends were paid amounting to £180,000. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr S Blackley
Mrs S Blackley
(Appointed 31 March 2023)
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and 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.
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 auditor of the company 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 auditor of the company is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
ASHFIELD MILL GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 4 -
On behalf of the board
Mr S Blackley
Director
31 January 2025
ASHFIELD MILL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ASHFIELD MILL GROUP LIMITED
- 5 -
Opinion
We have audited the financial statements of Ashfield Mill Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period 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:
give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2024 and of the group's profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
ASHFIELD MILL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ASHFIELD MILL GROUP LIMITED
- 6 -
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:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
ASHFIELD MILL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ASHFIELD MILL GROUP LIMITED
- 7 -
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:
the nature of the industry and sector, control environment and business performance including the design of the group's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
results of our enquiries of management about their own identification and assessment of the risks of irregularities;
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud; and
any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income; posting of unusual journals and complex transactions; and manipulating the group's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety regulations, pensions legislation and tax legislation.
Audit response to risks identified
Our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and
in addressing the identified risks of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
ASHFIELD MILL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ASHFIELD MILL GROUP LIMITED
- 8 -
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.
Other matters which we are required to address
The prior period financial statements were not audited, however we have obtained sufficient appropriate audit
evidence that the opening balances do not contain misstatements, that materially affect the current periods financial
statements.
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.
Claire Layton ACA
For and on behalf of PM+M Solutions for Business LLP
31 January 2025
Chartered Accountants
Statutory Auditor
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
ASHFIELD MILL GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 APRIL 2024
- 9 -
Period
Period
ended
ended
30 April
31 October
2024
2022
Notes
£
£
Turnover
3
8,740,870
Cost of sales
(4,124,821)
Gross profit
4,616,049
-
Distribution costs
(54,002)
Administrative expenses
(3,658,287)
Other operating income
399,760
-
Operating profit
4
1,303,520
-
Interest receivable and similar income
8
2,770
Interest payable and similar expenses
9
(447,338)
Profit before taxation
858,952
-
Tax on profit
10
(195,081)
Profit for the financial period
663,871
Profit and total comprehensive income for the financial period is all attributable to the owners of the parent company.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
ASHFIELD MILL GROUP LIMITED
GROUP BALANCE SHEET
AS AT
30 APRIL 2024
30 April 2024
- 10 -
30 April 2024
31 October 2022
Notes
£
£
£
£
Fixed assets
Negative goodwill
12
(568,326)
Other intangible assets
12
165,978
Total intangible assets
(402,348)
-
Tangible assets
13
2,906,075
2,503,727
-
Current assets
Stocks
16
1,871,591
Debtors
17
787,144
1
Cash at bank and in hand
552,037
-
3,210,772
1
Creditors: amounts falling due within one year
18
(1,119,984)
-
Net current assets
2,090,788
1
Total assets less current liabilities
4,594,515
1
Creditors: amounts falling due after more than one year
19
(3,255,364)
-
Provisions for liabilities
Deferred tax liability
21
525,283
(525,283)
-
Net assets
813,868
1
Capital and reserves
Called up share capital
24
100
1
Share premium account
329,897
Profit and loss reserves
483,871
-
Total equity
813,868
1
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 31 January 2025 and are signed on its behalf by:
31 January 2025
Mr S Blackley
Director
Company registration number 14214093 (England and Wales)
ASHFIELD MILL GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 11 -
30 April 2024
31 October 2022
Notes
£
£
£
£
Fixed assets
Investments
14
4,846,123
Current assets
Debtors
17
301,200
1
Cash at bank and in hand
45,267
346,467
1
Creditors: amounts falling due within one year
18
(1,557,210)
-
Net current (liabilities)/assets
(1,210,743)
1
Total assets less current liabilities
3,635,380
1
Creditors: amounts falling due after more than one year
19
(3,255,364)
-
Net assets
380,016
1
Capital and reserves
Called up share capital
24
100
1
Share premium account
329,897
Profit and loss reserves
50,019
-
Total equity
380,016
1
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 £230,019 (2022 - £0 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 31 January 2025 and are signed on its behalf by:
31 January 2025
Mr S Blackley
Director
Company registration number 14214093 (England and Wales)
ASHFIELD MILL GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Period ended 31 October 2022:
Profit and total comprehensive income
-
-
-
-
Issue of share capital
24
1
-
1
Balance at 31 October 2022
1
1
Period ended 30 April 2024:
Profit and total comprehensive income
-
-
663,871
663,871
Issue of share capital
24
99
329,897
-
329,996
Dividends
11
-
-
(180,000)
(180,000)
Balance at 30 April 2024
100
329,897
483,871
813,868
ASHFIELD MILL GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Period ended 31 October 2022:
Profit and total comprehensive income for the period
-
-
-
Issue of share capital
24
1
-
1
Balance at 31 October 2022
1
1
Period ended 30 April 2024:
Profit and total comprehensive income
-
-
230,019
230,019
Issue of share capital
24
99
329,897
-
329,996
Dividends
11
-
-
(180,000)
(180,000)
Balance at 30 April 2024
100
329,897
50,019
380,016
ASHFIELD MILL GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 APRIL 2024
- 14 -
2024
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
29
2,534,132
Interest paid
(447,338)
Income taxes paid
(438,700)
Net cash inflow/(outflow) from operating activities
1,648,094
-
Investing activities
Purchase of business
(3,041,360)
-
Purchase of intangible assets
(87,519)
-
Purchase of tangible fixed assets
(111,010)
-
Proceeds from disposal of tangible fixed assets
248
-
Interest received
2,770
Net cash used in investing activities
(3,236,871)
-
Financing activities
Proceeds from issue of shares
99
-
Proceeds from new bank loans
2,700,000
-
Repayment of bank loans
(379,285)
-
Dividends paid to equity shareholders
(180,000)
Net cash generated from/(used in) financing activities
2,140,814
-
Net increase in cash and cash equivalents
552,037
-
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
552,037
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
- 15 -
1
Accounting policies
Company information
Ashfield Mill Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ashfield Mill, Active Way, Burnley, Lancashire, BB11 1BS.
The group consists of Ashfield Mill Group Limited and all of its subsidiaries.
1.1
Reporting period
The financial statements are presented for a period longer than one year to bring the company's reporting period in line with its subsidiary undertakings. As such, comparative amounts presented in the future financial statements (including the related notes) are not entirely comparable.
1.2
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. 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.3
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 16 -
1.4
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Ashfield Mill Group 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. 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.
1.5
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.6
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.
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.
1.7
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.
1.8
Intangible fixed assets - goodwill
Negative goodwill represents the excess of the fair value of net assets acquired over the cost of acquisition of a business. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation. Negative goodwill is released to the profit and loss account as the related assets acquired are recovered through their use or sale. This release is systematical over the periods in which the non-monetary assets are depreciated or amortised, or when the monetary assets are realised.
1.9
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 17 -
Amortisation 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:
Software, artwork and designs
Not yet amortised
Website
20% straight line
1.10
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
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
Not depreciated
Leasehold land and buildings
Over the period of the lease or 2% straight line
Plant and equipment
15% reducing balance
Fixtures and fittings
10-33% reducing balance
Office equipment
33% reducing balance
Motor vehicles
25% reducing balance
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.
1.11
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries 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.
1.12
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.
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.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 18 -
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.
1.13
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.14
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.
1.15
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.
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.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
1.16
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.
1.17
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.
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.
1.18
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.
1.19
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 20 -
1.20
Leases
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.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.21
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.22
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.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 21 -
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.
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 Provisions
The company makes provisions for obsolete and slow-moving stock based on an assessment of the future saleability of inventory items. This assessment is based on historical sales patterns and management’s judgement of future market conditions. Changes in these assumptions could result in material adjustments to the carrying values of inventory.
Negative Goodwill
Negative goodwill arising on the acquisition of subsidiaries is released to the profit and loss account over the periods in which the non-monetary assets acquired are recovered. The period over which negative goodwill is released is based on management’s estimate of the useful lives of the non-monetary assets. Changes in these estimates could result in material adjustments to the amount of negative goodwill released to the profit and loss account.
Fair value of property at aquisition
The directors have applied estimation in determining the fair value of the investment properties at the date of acquisition. Changes in these assumptions could result in material adjustments to the carrying values of goodwill.
3
Turnover and other revenue
2024
2022
£
£
Turnover analysed by geographical market
United Kingdom
8,457,436
-
Europe
82,569
-
Rest of World
200,865
-
8,740,870
-
2024
2022
£
£
Other revenue
Interest income
2,770
-
Grants received
17,068
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
3
Turnover and other revenue
(Continued)
- 22 -
All turnover for the period arose from the weaving and finishing of textiles. As such, a breakdown of turnover by class has not been disclosed.
4
Operating profit
2024
2022
£
£
Operating profit for the period is stated after charging/(crediting):
Exchange losses
19,643
-
Government grants
(17,068)
Depreciation of owned tangible fixed assets
268,313
-
Loss on disposal of tangible fixed assets
5,178
Amortisation of intangible assets
28,435
-
Operating lease charges
127,807
-
5
Auditor's remuneration
2024
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
4,000
-
Audit of the financial statements of the company's subsidiaries
25,000
-
29,000
-
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the period was:
Group
Company
2024
2022
2024
2022
Number
Number
Number
Number
Production
38
-
-
-
Selling and distribution
9
-
-
-
Administration
6
-
-
-
Directors
2
1
2
1
Total
55
1
2
1
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
6
Employees
(Continued)
- 23 -
Their aggregate remuneration comprised:
Group
Company
2024
2022
2024
2022
£
£
£
£
Wages and salaries
2,387,618
Pension costs
170,670
2,558,288
7
Directors' remuneration
2024
2022
£
£
Remuneration for qualifying services
18,243
-
Company pension contributions to defined contribution schemes
42,368
-
60,611
-
8
Interest receivable and similar income
2024
2022
£
£
Interest income
Interest on bank deposits
2,520
Other interest income
250
-
Total income
2,770
9
Interest payable and similar expenses
2024
2022
£
£
Interest on bank overdrafts and loans
339,906
Interest on deferred consideration
107,280
-
Other interest
152
-
Total finance costs
447,338
10
Taxation
2024
2022
£
£
Current tax
UK corporation tax on profits for the current period
243,809
Adjustments in respect of prior periods
84
Total current tax
243,893
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
10
Taxation
2024
2022
£
£
(Continued)
- 24 -
Deferred tax
Origination and reversal of timing differences
(48,812)
Total tax charge
195,081
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
2024
2022
£
£
Profit before taxation
858,952
-
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
214,738
-
Tax effect of expenses that are not deductible in determining taxable profit
821
Tax effect of income not taxable in determining taxable profit
7,096
Adjustments in respect of prior years
(12,144)
Permanent capital allowances in excess of depreciation
75
Tax at marginal rate
(417)
Remeasurement of deferred tax
(4,243)
Movement in deferred tax not recognised
(10,845)
Taxation charge
195,081
-
11
Dividends
2024
2022
Recognised as distributions to equity holders:
£
£
Final paid
180,000
-
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 25 -
12
Intangible fixed assets
Group
Negative goodwill
Software, artwork and designs
Website
Total
£
£
£
£
Cost
At 1 November 2022
Additions - separately acquired
14,306
73,213
87,519
Additions - business combinations
(568,326)
33,850
73,044
(461,432)
At 30 April 2024
(568,326)
48,156
146,257
(373,913)
Amortisation and impairment
At 1 November 2022
Amortisation charged for the period
28,435
28,435
At 30 April 2024
28,435
28,435
Carrying amount
At 30 April 2024
(568,326)
48,156
117,822
(402,348)
At 31 October 2022
The company had no intangible fixed assets at 30 April 2024 or 31 October 2022.
Software costs relates to the ongoing introduction of an ERP system which is not yet in use. As such, no amortisation has been charged.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 26 -
13
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 November 2022
Additions
1,620
56,790
50,985
1,615
111,010
Business combinations
2,122,661
8,806
817,925
103,638
15,774
3,068,804
Disposals
(159,348)
(618)
(159,966)
At 30 April 2024
2,124,281
8,806
715,367
154,623
997
15,774
3,019,848
Depreciation and impairment
At 1 November 2022
Depreciation charged in the period
412
184,732
77,296
239
5,634
268,313
Eliminated in respect of disposals
(154,506)
(34)
(154,540)
At 30 April 2024
412
30,226
77,296
205
5,634
113,773
Carrying amount
At 30 April 2024
2,124,281
8,394
685,141
77,327
792
10,140
2,906,075
The company had no tangible fixed assets at 30 April 2024 or 31 October 2022.
Freehold land and buildings have been introduced through business combinations at their fair values, and as such are not depreciated.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 27 -
14
Fixed asset investments
Group
Company
2024
2022
2024
2022
Notes
£
£
£
£
Investments in subsidiaries
15
4,846,123
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 November 2022
-
Additions
4,846,123
At 30 April 2024
4,846,123
Carrying amount
At 30 April 2024
4,846,123
At 31 October 2022
-
15
Subsidiaries
Details of the company's subsidiaries at 30 April 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Ashfield Mill Co Limited
Ashfield Mill, Active Way, Burnley, Lancs, BB11 1BS
Holding company
Ordinary shares
100.00
-
John Spencer (Textiles) Limited
Ashfield Mill, Active Way, Burnley, Lancs, BB11 1BS
Textile manufacturing and the retailing and wholesaling of natural fabrics.
Ordinary shares
-
100.00
Ian Mankin Limited
Ashfield Mill, Active Way, Burnley, Lancs, BB11 1BS
Retailing and wholesaling of natural fabrics
Ordinary shares
-
100.00
16
Stocks
Group
Company
2024
2022
2024
2022
£
£
£
£
Raw materials and consumables
988,211
Finished goods and goods for resale
883,380
1,871,591
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 28 -
17
Debtors
Group
Company
2024
2022
2024
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
593,930
Amounts owed by group undertakings
-
-
300,000
-
Other debtors
13,535
1
1,200
1
Prepayments and accrued income
177,293
784,758
1
301,200
1
Amounts falling due after more than one year:
Deferred tax asset (note 21)
2,386
Total debtors
787,144
1
301,200
1
18
Creditors: amounts falling due within one year
Group
Company
2024
2022
2024
2022
Notes
£
£
£
£
Bank loans
20
257,351
257,351
Trade creditors
389,771
3,615
Amounts owed to group undertakings
1,246,803
Corporation tax payable
103,701
Other taxation and social security
164,247
-
-
-
Government grants
22
25,600
Other creditors
62,116
41,638
Accruals and deferred income
117,198
7,803
1,119,984
-
1,557,210
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2022
2024
2022
Notes
£
£
£
£
Bank loans and overdrafts
20
2,063,364
2,063,364
Other creditors
1,192,000
1,192,000
3,255,364
-
3,255,364
-
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
19
Creditors: amounts falling due after more than one year
(Continued)
- 29 -
The amounts included in other creditors relate to deferred consideration on the acquisition of a subsidiary, Ashfield Mill Co Ltd. This deferred consideration is payable to the previous owners of the subsidiary in accordance with the terms of the acquisition agreement, with interest only payments being made until November 2027. The remaining principal balance will then be repaid over a period of 5 years and 6 months, with the final instalment payable in May 2033.
This loan is subject to interest of 6% per annum until November 2027, and subject to interest of 10% per annum from this date to the full settlement. This amount is secured by fixed charges over all of the group's assets.
20
Loans and overdrafts
Group
Company
2024
2022
2024
2022
£
£
£
£
Bank loans
2,320,715
2,320,715
Payable within one year
257,351
257,351
Payable after one year
2,063,364
2,063,364
The long-term loans are secured by fixed charges over all of the group's assets.
In November 2022, the group entered into a borrowing arrangement for £2,700,000. The capital element of the loan is repayable in monthly instalments over a period of 60 months after the drawdown date and is subject to interest of 4.50% above base rate, with the remaining outstanding balance payable in one sum at the end of the arrangement. Interest is payable as it accrues during the term.
21
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2024
2022
2024
2022
Group
£
£
£
£
Accelerated capital allowances
211,451
-
2,386
-
Fair value adjustment on aquisition
315,501
-
-
-
Short term timing differences
(1,669)
-
-
-
525,283
-
2,386
-
The company has no deferred tax assets or liabilities.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
21
Deferred taxation
(Continued)
- 30 -
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 1 November 2022
-
-
Credit to profit or loss
(48,812)
-
Transfer on aquisition
256,208
-
Fair value adjustment at aquisition
315,501
-
Liability at 30 April 2024
522,897
-
22
Government grants
Group
Company
2024
2022
2024
2022
£
£
£
£
Arising from government grants
25,600
-
-
-
23
Retirement benefit schemes
2024
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
170,670
-
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The total amount owed by the group to the defined contribution scheme at the balance sheet date was £11,979 (2022 - £nil).
24
Share capital
Group and company
2024
2022
2024
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
90
1
90
1
Ordinary B shares of £1 each
10
-
10
-
100
1
100
1
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 31 -
25
Acquisition of a business
On 1 November 2022 the group acquired 100% of the issued capital of Ashfield Mill Co Limited.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
106,894
-
106,894
Property, plant and equipment
1,806,800
1,262,004
3,068,804
Inventories
2,037,070
-
2,037,070
Trade and other receivables
1,265,477
-
1,265,477
Cash and cash equivalents
282,866
-
282,866
Trade and other payables
(476,446)
-
(476,446)
Tax liabilities
(298,508)
-
(298,508)
Deferred tax
(256,208)
(315,501)
(571,709)
Total identifiable net assets
4,467,945
946,503
5,414,448
Goodwill
(568,325)
Total consideration
4,846,123
The consideration was satisfied by:
£
Cash
3,324,226
Issue of shares
329,897
Deferred consideration
1,192,000
4,846,123
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
8,740,780
Profit after tax
1,328,935
26
Financial commitments, guarantees and contingent liabilities
The company is party to a fixed and floating charge over all its assets along with other related companies in favour of HSBC and the previous shareholders.
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 32 -
27
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
2022
2024
2022
£
£
£
£
Within one year
63,575
-
-
-
Between two and five years
150,850
-
-
-
214,425
-
-
-
Lessor
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
Group
Company
2024
2022
2024
2022
£
£
£
£
Within one year
54,025
-
-
-
28
Controlling party
The ultimate controlling party of the group is Mr Simon Blackley, owning a controlling interest of the parent company, Ashfield Mill Group Limited.
29
Cash generated from/(absorbed by) group operations
2024
2022
£
£
Profit for the period after tax
663,872
-
Adjustments for:
Taxation charged
195,081
Finance costs
447,338
Investment income
(2,770)
Loss on disposal of tangible fixed assets
5,178
-
Amortisation and impairment of intangible assets
28,435
-
Depreciation and impairment of tangible fixed assets
268,313
-
Movements in working capital:
Decrease in stocks
165,479
-
Decrease in debtors
480,720
-
Increase in creditors
256,886
-
Increase in deferred income
25,600
-
Cash generated from/(absorbed by) operations
2,534,132
-
ASHFIELD MILL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 33 -
30
Analysis of changes in net debt - group
1 November 2022
Cash flows
30 April 2024
£
£
£
Cash at bank and in hand
-
552,037
552,037
Borrowings excluding overdrafts
-
(2,320,715)
(2,320,715)
-
(1,768,678)
(1,768,678)
2024-04-302022-11-01falsefalseCCH SoftwareCCH Accounts Production 2024.310Mr S BlackleyMrs S 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