Year Ended
Registration number:
Certini (Holdings) No 2 Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
Certini (Holdings) No 2 Limited
Company Information
Directors |
Mr D Carron Mr R Carron Mr A Dare Mr C Dare Mr L Dare Mrs C Pearce |
Registered office |
|
Auditors |
|
Certini (Holdings) No 2 Limited
Strategic Report
Year Ended 30 April 2024
The directors present their strategic report for the year ended 30 April 2024.
These consolidated financial statements have been prepared on a merger accounting basis, as if the entities had always been part of the same group, reporting with an April year-end. Therefore the current year figures relate to the twelve months from 1 May 2023 to 30 April 2024 for all entities; and the comparative figures relate to the twelve months from 1 May 2022 to 30 April 2023 for all entities.
Principal activity
The principal activity of the group is the sale of bicycles and bicycle accessories.
Fair review of the business
We feel that while demand was as strong during the last 12 months and the overstock still a problem for the distributors, our ability to take advantage of the situation made the results very satisfying. Consumer demand for bikes and cycling equipment continues to be strong and turnover grew. Sales were up 20.8% on the previous year as was the gross margin to just under 27.7% (2023 – 21.4%). The increase is likely due to our buying awareness, and the loss of some of our competitors. Stock levels grew slightly compared to the previous year £4.9m (2023 - £4.6m).
The group has continued in its online business and has invested significant time and resource into growing the systems and processes in this area. This has meant continued growth in online activity.
The group has continued to try and manage its costs as effectively as possible although costs such as wages have increased as the retail industry has seen less Government support.
Whilst consumer confidence will undoubtedly be affected by growing inflation and the cost-of-living crisis, participation in cycling has increased and demand for premium products remains high which is expected to support sustainable long-term growth and opportunities. With the great relationship we have with many premium cycling brands Certini is well placed and confident to continue our growth as part of this environment.
The group's key financial and other performance indicators during the year were as follows:
Financial KPIs |
Unit |
2024 |
2023 |
Turnover |
£ |
15,639,988 |
12,952,261 |
Gross profit margin |
% |
28 |
21 |
Certini (Holdings) No 2 Limited
Strategic Report
Year Ended 30 April 2024
Principal risks and uncertainties
There are limited risks and uncertainties that might have a significant impact on the group going forward. The major one could be the impact that continued inflation and the cost-of-living crisis will have on consumer spending. The group is able to manage these risks due to its large cash reserves and by being one of the leading retailers in the industry. Consumer spending is also expected to continue in the premium product retail space that Certini occupies.
Approved by the
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Certini (Holdings) No 2 Limited
Directors' Report
Year Ended 30 April 2024
The directors present their report and the for the year ended 30 April 2024.
Directors of the group
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
There are no major objectives and policies within the group although the business always looks to be lowly geared and to have sufficient cash reserves to manage through any significant impacts that the sector may encounter.
Price risk, credit risk, liquidity risk and cash flow risk
The management team undertake various strategies to address the specific operational risks the group faces. These include closely managing relationships with the key cycling brands to ensure supply, benchmarking of prices across the industry to ensure they are competitive and robust cash flow modelling.
Going concern
The main threat to the business over the last year has been the continued impacts from the cost of living crisis and the overstock from all the major suppliers. Whilst this has had a negative impact, the business still generates reasonable profits, maintains good levels of cash reserves and is lowly geared and thus the directors have concluded that the company is a going concern and therefore the accounts have been prepared on a going concern basis.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
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Certini (Holdings) No 2 Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Certini (Holdings) No 2 Limited
Independent Auditor's Report to the Members of Certini (Holdings) No 2 Limited
Opinion
We have audited the financial statements of Certini (Holdings) No 2 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2024 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Certini (Holdings) No 2 Limited
Independent Auditor's Report to the Members of Certini (Holdings) No 2 Limited
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Certini (Holdings) No 2 Limited
Independent Auditor's Report to the Members of Certini (Holdings) No 2 Limited
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Reviewed legal and professional costs to identify legal costs in respect of non compliance;
• Enquiries with management whether there have been any known instances, allegations or suspicions of fraud or non compliance with laws and regulations;
• Review of tax compliance;
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting. Our procedures involved the following;
• Review of nominal journal entries for reasonableness;
• Review of significant accounting estimates for bias;
• Substantive testing of stock valuation and review of provision methodology;
• Substantive testing of sales completeness, accuracy and cut off.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Certini (Holdings) No 2 Limited
Independent Auditor's Report to the Members of Certini (Holdings) No 2 Limited
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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Unit 18, 23 Melville Building East
Royal William Yard
Devon
PL1 3GW
Certini (Holdings) No 2 Limited
Consolidated Profit and Loss Account
Year Ended 30 April 2024
Note |
2024 |
2023 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
(33,406) |
(59,623) |
||
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
Certini (Holdings) No 2 Limited
Consolidated Balance Sheet
30 April 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Intangible assets |
- |
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Capital redemption reserve |
|
|
|
Merger reserve |
( |
( |
|
Profit and loss account |
|
|
|
Equity attributable to owners of the company |
|
|
|
Shareholders' funds |
|
|
Approved and authorised by the
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Company Registration Number: 13233249
Certini (Holdings) No 2 Limited
Balance Sheet
30 April 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Capital redemption reserve |
|
|
|
Profit and loss account |
|
|
|
Shareholders' funds |
|
|
The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial year of £660,100 (2023 - profit of £710,000).
Approved and authorised by the
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Company Registration Number: 13233249
Certini (Holdings) No 2 Limited
Consolidated Statement of Changes in Equity
Year Ended 30 April 2024
Share capital |
Capital redemption reserve |
Merger reserve |
Profit and loss account |
Total |
Total equity |
|
At 1 May 2023 |
|
|
( |
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Dividends |
- |
- |
- |
( |
( |
( |
Redemption of preference shares |
- |
500,000 |
- |
(500,000) |
- |
- |
At 30 April 2024 |
|
|
( |
|
|
|
Share capital |
Capital redemption reserve |
Merger reserve |
Profit and loss account |
Total |
Total equity |
|
At 1 May 2022 |
|
- |
( |
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Redemption of preference shares |
- |
750,000 |
- |
(750,000) |
- |
- |
At 30 April 2023 |
|
|
( |
|
|
|
Certini (Holdings) No 2 Limited
Statement of Changes in Equity
Year Ended 30 April 2024
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 May 2023 |
|
|
|
|
Profit for the year |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
Redemption of preference shares |
- |
500,000 |
(500,000) |
- |
At 30 April 2024 |
|
|
|
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 May 2022 |
|
- |
|
|
Profit for the year |
- |
- |
|
|
Redemption of preference shares |
- |
750,000 |
(750,000) |
- |
At 30 April 2023 |
|
|
|
|
Certini (Holdings) No 2 Limited
Consolidated Statement of Cash Flows
Year Ended 30 April 2024
Note |
2024 |
2023 |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Profit on disposal of tangible assets |
( |
( |
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
(Increase)/decrease in stocks |
( |
|
|
Decrease/(increase) in trade debtors |
|
( |
|
Decrease in trade creditors |
( |
( |
|
Cash generated from operations |
|
|
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
|
|
Net cash flows from investing activities |
( |
|
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Repayment of bank borrowing |
( |
( |
|
Interest on preference shares |
( |
( |
|
Dividends paid |
( |
- |
|
Net cash flows from financing activities |
( |
( |
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 1 May |
|
|
|
Cash and cash equivalents at 30 April |
3,357,992 |
2,720,597 |
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Reduced disclosure exemptions for parent company
FRS 102 grants a qualifying entity exemptions from the full requirements of FRS 102. The following exemptions have been taken in these financial statements as the company is deemed to be a qualifying entity.
The company has taken advantage of the exemption, under FRS 102 paragraph 1.12(b), from preparing a Statement of Cash Flows on the basis that it is a qualifying entity and its cash flows are included in the consolidated financial statements of the group. The company is also taking exemption from disclosure of key management personnel compensation and exemption from disclosure of related party transactions entered into between the company and other members of the Certini (Holdings) No 2 Limited group.
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Basis of consolidation
These consolidated financial statements have been prepared on a merger accounting basis, as if the entities had always been part of the same group, reporting with an April year-end. Therefore the current year figures relate to the twelve months from 1 May 2023 to 30 April 2024 for all entities; and the comparative figures relate to the twelve months from 1 May 2022 to 30 April 2023 for all entities.
The business combinations have been accounted for under the merger accounting rules.
No changes have been made to the carrying amounts of assets or liabilities as a result of this combination. Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full in the consolidated results.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Revenue recognition
Turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods to customers. Turnover is recognised at the point of the goods being despatched or sold at the till.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Furniture, fittings and equipment |
25% reducing balance |
Freehold buildings |
2% reducing balance |
Motor vehicles |
25% reducing balance |
Other property, plant and equipment |
5% straight line |
Merger accounting
Goodwill
Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
Over 10 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured
reliably are initially measured at fair value, with changes in fair value recognised in profit or loss.
Investments in equity shares which are not publicly traded and where fair value cannot be measured
reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective
interest method. Dividends on equity securities are recognised in income when receivable.
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease onligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.
Turnover |
The analysis of the group's Turnover for the year by class of business is as follows:
2024 |
2023 |
|
Saltash sales |
|
|
Bristol sales |
|
|
Birmingham sales |
|
|
|
|
The analysis of the group's Turnover for the year by market is as follows:
2024 |
2023 |
|
UK |
|
|
Rest of world |
|
|
|
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2024 |
2023 |
|
Sub lease rental income |
|
|
Miscellaneous other operating income |
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
2024 |
2023 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Operating lease expense - other |
|
|
Profit on disposal of property, plant and equipment |
( |
( |
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Administration and support |
|
|
Sales |
|
|
Distribution |
|
|
Other departments |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2024 |
2023 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
- |
385,355 |
24,000 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2024 |
2023 |
|
Accruing benefits under money purchase pension scheme |
|
|
Auditor's remuneration |
2024 |
2023 |
|
Audit of these financial statements |
1,200 |
1,100 |
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
23,625 |
19,000 |
|
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Other interest receivable and similar income |
2024 |
2023 |
|
Interest income on bank deposits |
|
|
Interest payable and similar expenses |
2024 |
2023 |
|
Interest on bank overdrafts and borrowings |
|
- |
Interest on preference shares |
|
|
Interest expense on other finance liabilities |
|
|
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
2024 |
2023 |
|
Current taxation |
||
UK corporation tax |
|
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
|
Tax expense in the income statement |
|
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2024 |
2023 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Deferred tax expense relating to changes in tax rates or laws |
- |
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
- |
Tax increase from effect of capital allowances and depreciation |
|
|
Other tax effects for reconciliation between accounting profit and tax expense (income) |
( |
( |
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
2024 |
Asset |
Liability |
Difference between accumulated depreciation, amortisation and capital allowances |
- |
|
Difference in unpaid pension |
- |
( |
Deferred tax on revaluation of freehold property |
- |
|
- |
|
2023 |
Asset |
Liability |
Difference between accumulated depreciation, amortisation and capital allowances |
- |
|
Difference in unpaid pension |
- |
( |
- |
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
At 1 May 2023 |
|
|
At 30 April 2024 |
|
|
Amortisation |
||
At 1 May 2023 |
|
|
Amortisation charge |
|
|
At 30 April 2024 |
|
|
Carrying amount |
||
At 30 April 2024 |
- |
- |
At 30 April 2023 |
|
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Tangible assets |
Group
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Plant and machinery |
Total |
|
Cost or valuation |
|||||
At 1 May 2023 |
|
|
|
|
|
Additions |
|
|
|
|
|
Disposals |
- |
- |
( |
- |
( |
At 30 April 2024 |
|
|
|
|
|
Depreciation |
|||||
At 1 May 2023 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
- |
( |
At 30 April 2024 |
|
|
|
|
|
Carrying amount |
|||||
At 30 April 2024 |
|
|
|
|
|
At 30 April 2023 |
|
|
|
|
|
Included within the net book value of land and buildings above is £1,188,835 (2023 - £1,211,633) in respect of freehold land and buildings and £208,721 (2023 - £174,146) in respect of short leasehold land and buildings.
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Investment properties |
Investments |
Company
2024 |
2023 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 May 2023 |
|
At 30 April 2024 |
|
Carrying amount |
|
At 30 April 2024 |
|
At 30 April 2023 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2024 |
2023 |
|||
Subsidiary undertakings |
||||
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Subsidiary undertakings |
Certini (Holdings) Limited The principal activity of Certini (Holdings) Limited is |
Certini Bicycle Company Limited The principal activity of Certini Bicycle Company Limited is |
Parcel Express Limited The principal activity of Parcel Express Limited is |
Parcel Express Limited (Registered number 03420224) is exempt from the Companies Act 2006 requirements relating to the audit of their individual accounts by virtue of Section 479A of the Act as Certini (Holdings) No 2 Limited has guaranteed the subsidiary company under Section 479C of the Act.
Stocks |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Other inventories |
|
|
- |
- |
Included in the above stock total is a provision for £413,630 (2023 - £392,136).
Debtors |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Other debtors |
|
|
|
|
Prepayments |
|
|
- |
- |
|
|
|
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Cash and cash equivalents |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Cash on hand |
|
|
- |
- |
Cash at bank |
|
|
- |
- |
|
|
- |
- |
Creditors |
Group |
Company |
||||
Note |
2024 |
2023 |
2024 |
2023 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
- |
- |
|
Trade creditors |
|
|
- |
- |
|
Corporation tax |
130,817 |
21,016 |
- |
- |
|
Social security and other taxes |
|
|
- |
- |
|
Other creditors |
|
|
|
|
|
Accrued expenses |
|
|
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
|
|
Loans and borrowings |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Non-current loans and borrowings |
||||
Bank borrowings |
|
|
- |
- |
Redeemable preference shares |
|
|
|
|
|
|
|
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Current loans and borrowings |
||||
Bank borrowings |
|
|
- |
- |
Group
Bank borrowings
The loan is secured with a legal charge over the Saltash commercial property. |
|
Redeemable preference shares
The redeemable preference shares are redeemable at the option of the company. They are redeemable at £1 per share and carry no voting rights. On a winding up of the company the holders of the shares have a right to receive a pari passu distribution. Winding up value for redeemable preference shares is £1.
Analysis of changes in net debt |
Group
At 1 May 2023 |
Financing cash flows |
Other non-cash changes |
At 30 April 2024 |
|
Cash and cash equivalents |
||||
Cash |
2,720,597 |
637,395 |
- |
3,357,992 |
Borrowings |
||||
Loan borrowings |
(512,909) |
28,724 |
- |
(484,185) |
Redeemable preference shares |
(3,250,000) |
- |
500,000 |
(2,750,000) |
(3,762,909) |
28,724 |
500,000 |
(3,234,185) |
|
|
||||
( |
|
|
|
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
2024 |
2023 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Provisions for liabilities |
Group
Deferred tax |
Total |
|
At 1 May 2023 |
|
|
Increase (decrease) in existing provisions |
|
|
At 30 April 2024 |
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. |
£ |
No. |
£ |
|
|
|
100 |
|
100 |
Rights, preferences and restrictions
Ordinary shares have the following rights, preferences and restrictions: |
Dividends |
Interim dividends paid
2024 |
2023 |
|||
Interim dividend of £ |
|
- |
||
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Related party transactions |
Group
Key management personnel
The directors do not consider any employee other than statutory directors to be key management personnel within the definition contained in FRS102. The directors' remuneration is disclosed in note 8.
Transactions with directors |
2024 |
At 1 May 2023 |
Advances to director |
Repayments by director |
At 30 April 2024 |
Director 1 |
||||
Directors loan account |
( |
( |
|
|
Director 2 |
||||
Directors loan account |
( |
( |
|
|
Director 3 |
||||
Directors loan account |
- |
( |
|
|
Director 4 |
||||
Directors loan account |
- |
( |
|
|
Director 5 |
||||
Directors loan account |
- |
( |
|
|
Director 6 |
||||
Directors loan account |
- |
( |
|
|
2023 |
At 1 May 2022 |
Advances to director |
Repayments by director |
At 30 April 2023 |
Director 1 |
||||
Directors loan account |
|
( |
|
( |
Director 2 |
||||
Directors loan account |
|
( |
|
( |
Certini (Holdings) No 2 Limited
Notes to the Financial Statements
Year Ended 30 April 2024
Parent and ultimate parent undertaking |
The directors are considered to be the ultimate controlling party by virtue of their shareholdings.