WARRANT GROUP 2019 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
Company Registration No. 12333568 (England and Wales)
WARRANT GROUP 2019 LIMITED
COMPANY INFORMATION
Directors
Mrs L Morrison
Mr I C Jones
Company number
12333568
Registered office
157 Regent Road
Kirkdale
Liverpool
L5 9TF
Auditor
DSG Audit
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
WARRANT GROUP 2019 LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the group financial statements
17 - 33
WARRANT GROUP 2019 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 1 -

The directors present the strategic report for the year ended 31 January 2024.

 

Principal activity

 

The principal activity of the company is that of a holding company.

 

The principal activities of the group are that of supply chain management and logistics. The parent company and the group operates from its head office in Liverpool.

Fair review of the business

The directors are satisfied with the financial performance and the results of the company and the group for the year ended 31 January 2024.

 

The results indicate an operating profit of £2.4m for the year, down from £3.1m in 2023, with a turnover of £43.9m compared to £78.9m in 2023. Despite the group's strong performance this year, the decrease in turnover is attributed to the decline in container freight prices and volumes. However, the group has effectively managed its underlying cost base and increased gross margin from 9.8% to 15.6% during the year.

 

The group has net assets of £1.4m (2023: £13.9m). During the financial period the parent company, Warrant Group 2019 Limited, sold 90% of its shares to an Employee Ownership Trust (EOT). As part of the transaction the group declared dividends of £14.1m, which has primarily led to the reduction in net assets in the period.

Principal risks and uncertainties

Management of the business and the execution of the company's and group's strategy are subject to various risks.

 

The key business risks and uncertainties affecting the group are considered to relate to:

 

Competition within the market place

 

The current marketplace remains competitive. The group manages this risk by maintaining good relationships with its customers and suppliers, offering a high-level customer service experience coupled with a competitive procurement model always ensuring strong cost control.

 

Economic downturn

 

Consumer spend is down as everyday cost for fuel, food and borrowing continue to increase. However, through the diversity of the business profile, the group remains positive in relation to the future business performance.

 

Foreign currency exchange risk

 

There are several foreign currency transactions. The group operates Euro and Dollar bank accounts and where possible matches income with costs generated in the same currency. The directors have assessed foreign exchange risk and do not consider the exposure to be significant considering the large volume of foreign currency transactions that they deal with.

 

Mandatory Brexit Customs Requirements

 

The group embraced the opportunity to ensure a smooth transition for existing Rest of the World clients to continue with their business in EU as well as to increase its EU-UK HMRC client base with new business wins. As such, the group has increased its headcount in the customs department to deal with a significant increase in customs work.

WARRANT GROUP 2019 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -

Principal risks and uncertainties (continued)

 

Credit risk

 

The group is exposed to credit risk on some trade and other receivables, but most of the debt is insured through Atradius.

 

Future developments

 

The general business climate is challenging due to the economic downturn moving forward. The directors are committed to developing the business through continued investment in people and IT systems which has held them in good stead over previous years of trading.

 

The directors are fully aware of such worldwide trading difficulties but believe that the group is in a strong position and that the outlook for the group is positive.

Key performance indicators

The group strategy is one of growth across all business sectors. The directors monitor progress against this strategy by reference to several financial key performance indicators. Performance for the current year, together with comparative data for the previous year, is set out below:

 

(a) Turnover

Turnover for the year is £43,916,776 (2023: £78,872,013). The decrease in turnover is largely due to the fall in Container freight prices on Sea-freight Export and Import routes when compared to prior year.

(b) Gross profit %

This is gross profit expressed as a percentage of turnover. Gross profit % was 15.6% (2023: 9.8%). The fall in Container freight prices on Sea-freight Export and Import routes when compared to prior year has had a direct impact on the margins.

Promoting the success of the parent company and the group

The directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the company and the group for the benefit of its members, and in doing so have regard to a range of matters when making decisions for the long term.

 

(a) the likely consequences of any decisions in the long term

 

The board meets on an annual basis and any investment decisions must be signed off by the board of directors and the long-term future of the business is considered within this process. Directors must attend and any changes agreed unanimously.

 

The plans are then monitored on a quarterly basis.

 

(b) the interests of the company and group's employees

 

The board takes into consideration its employees when building its short- and long-term plans.

 

The board engages with its employees via regular management meetings and emails so that they are kept up to date with the business plans. HR meetings with individual employees are conducted to ensure employee well-being is known.

 

The board actively reviews the pay structure and basis for which any salary review or bonus award are made, this is communicated to employees on a timely basis.

WARRANT GROUP 2019 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -

(c) the need to foster the company's and the group's business relationships with suppliers and customers

 

The company and the group relies on its relationships with suppliers and customers.

The board regularly monitors these relationships via daily workflow, its monthly and quarterly review meetings.

(d) the impact of the company's and the group's operations on the community and the environment

The company and the group has been looking to reduce its carbon footprint by actively encouraging recycling and moving to a paperless office environment.

The company and the group also actively supports and engages with local communities including supporting local food banks and local charities.

(e) the desirability of the company and the group maintaining a reputation for high standards of business conduct

 

The board employs suitably qualified and trained employees within each department as well as investing in the necessary IT systems.

The board ensures there is an annual training budget in place for each employee and that all training needs are met via regular monitoring and internal discussions with management.

(f) the need to act fairly between members of the company

 

The board understands the need to act fairly between members of the company and the group. The company and the group has policies in place including whistleblowing and any incidents reported are fully investigated.

There is also a formal grievance policy in operation, with any allegations again formally investigated.

On behalf of the board

Mrs L Morrison
Director
31 January 2025
WARRANT GROUP 2019 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 January 2024.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £14,105,697. The directors do not recommend payment of a further dividend.

Directors

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

Mrs L Morrison
Mr I C Jones
Auditor

DSG resigned as auditor to the company and the group on 11 September 2024. DSG Audit were appointed as auditor to the company and the group on 11 September 2024, and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2018 require the disclosure of annual UK energy consumption and greenhouse gas emissions from SECR regulated sources.

 

The reporting period is the same as the group's financial year, 1 February 2023 to 31 January 2024 (Prior period: 1 February 2022 to 31 January 2023).

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
98,463
53,612
- Electricity purchased
50,788
56,712
149,251
110,324
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
17.90
9.80
- Fuel consumed for owned transport
-
-
17.90
9.80
Scope 2 - indirect emissions
- Electricity purchased
9.90
11.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
-
-
Total gross emissions
27.80
20.80
Intensity ratio
Tonnes CO2e per £ of revenue
0.63
0.26
WARRANT GROUP 2019 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 5 -
Quantification and reporting methodology

The group has taken guidance from the UK Government Environmental Reporting Guidelines (March 2019) and from the UK Government Conversion Factors for Company Reporting document for calculating carbon emissions. Energy usage information (gas and electricity) has been obtained directly from supplier invoices and statements.

 

Scope 1 Emissions (Direct)

Emissions from activities owned or controlled by the group that release emissions into the atmosphere.

 

Scope 2 Emissions (Indirect)

Emissions released into the atmosphere associated with the group's consumption of purchased electricity, heat, steam and cooling. These are indirect emissions that are a consequence of the group's activities, but occur at sources the group does not own or control.

 

Comparison to previous reporting

The group tracks emissions against previous years to encourage performance monitoring. Direct emissions increased to 17.9 from 9.8, indirect emissions decreased from 11.0 to 9.9, and the intensity ratio increased to 0.63 from 0.26. This performance is considered satisfactory.

Intensity measurement

Intensity ratios compare emissions data with an appropriate business metric or financial indicator. The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £ of revenue, the recommended ratio for the sector.

 

Revenue for the current year totalled £43,916,776 (2023: £78,872,013).

Measures taken to improve energy efficiency

In the period covered by the report, the group has tried to limit its energy consumption by using LED lighting where possible and ensuring the building heating is utilised at the most efficient setting and times of the day.

 

Targets and baselines

Given the impact of the group's operations, the group's objective is to maintain or reduce its GHG emissions.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the group's and company's principal activity, financial risk management policies and future developments.

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.

On behalf of the board
Mrs L Morrison
Director
31 January 2025
WARRANT GROUP 2019 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024
- 6 -

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

 

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

 

 

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

WARRANT GROUP 2019 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WARRANT GROUP 2019 LIMITED
- 7 -
Opinion

We have audited the financial statements of Warrant Group 2019 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

WARRANT GROUP 2019 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WARRANT GROUP 2019 LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

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.

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the parent company and the group. 

The following laws and regulations were identified as being of significance to the parent company and the group:

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the parent company and the group complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

WARRANT GROUP 2019 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WARRANT GROUP 2019 LIMITED
- 9 -

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the parent company’s and the group's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error.  As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

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.

Laura Leslie BSc ACA (Senior Statutory Auditor)
For and on behalf of DSG Audit, Statutory Auditor
Chartered Accountants
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
31 January 2025
WARRANT GROUP 2019 LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
43,916,776
78,872,013
Cost of sales
(37,059,142)
(71,176,285)
Gross profit
6,857,634
7,695,728
Administrative expenses
(4,475,676)
(4,632,548)
Operating profit
4
2,381,958
3,063,180
Interest receivable and similar income
8
331
5,786
Profit before taxation
2,382,289
3,068,966
Tax on profit
9
(700,119)
(699,996)
Profit for the financial year
21
1,682,170
2,368,970
Profit for the financial year is attributable to:
- Owner of the parent company
1,682,170
1,571,219
- Non-controlling interests
-
797,751
1,682,170
2,368,970
WARRANT GROUP 2019 LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024
- 11 -
2024
2023
£
£
Profit for the year
1,682,170
2,368,970
Other comprehensive income
-
-
Total comprehensive income for the year
1,682,170
2,368,970
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,682,170
1,571,219
- Non-controlling interests
-
797,751
1,682,170
2,368,970
WARRANT GROUP 2019 LIMITED
GROUP BALANCE SHEET
AS AT 31 JANUARY 2024
31 January 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
1,877,527
2,155,970
Tangible assets
12
94,330
100,641
1,971,857
2,256,611
Current assets
Debtors
16
9,999,291
11,433,751
Cash at bank and in hand
573,481
13,493,942
10,572,772
24,927,693
Creditors: amounts falling due within one year
17
(11,097,626)
(13,282,710)
Net current (liabilities)/assets
(524,854)
11,644,983
Net assets
1,447,003
13,901,594
Capital and reserves
Called up share capital
20
897
897
Profit and loss reserves
21
1,446,106
13,900,697
Total equity
1,447,003
13,901,594
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
Mrs L Morrison
Director
Company registration number 12333568 (England and Wales)
WARRANT GROUP 2019 LIMITED
COMPANY BALANCE SHEET
AS AT 31 JANUARY 2024
31 January 2024
- 13 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Investments
13
18,395,627
18,395,627
Current assets
Debtors
16
3,045,311
180,693
Cash at bank and in hand
157
12,000,157
3,045,468
12,180,850
Creditors: amounts falling due within one year
17
(7,057,266)
(12,011,951)
Net current (liabilities)/assets
(4,011,798)
168,899
Net assets
14,383,829
18,564,526
Capital and reserves
Called up share capital
20
897
897
Other reserves
21
10,691,731
10,691,731
Profit and loss reserves
21
3,691,201
7,871,898
Total equity
14,383,829
18,564,526

As permitted by s408 Companies Act 2006, the parent company has not presented its own profit and loss account and related notes. The parent company’s profit for the year was £9,925,000 (2023 - £8,135,574 profit).

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
Mrs L Morrison
Director
Company registration number 12333568 (England and Wales)
WARRANT GROUP 2019 LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 14 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 1 February 2022
1
7,508,304
7,508,305
4,287,099
11,795,404
Year ended 31 January 2023:
Profit and total comprehensive income
-
1,571,219
1,571,219
797,751
2,368,970
Issue of share capital
20
896
-
896
-
896
Dividends
10
-
(263,676)
(263,676)
-
(263,676)
Other movements
-
5,084,850
5,084,850
(5,084,850)
-
Balance at 31 January 2023
897
13,900,697
13,901,594
-
0
13,901,594
Year ended 31 January 2024:
Profit and total comprehensive income
-
1,682,170
1,682,170
-
1,682,170
Dividends
10
-
(14,136,761)
(14,136,761)
-
(14,136,761)
Balance at 31 January 2024
897
1,446,106
1,447,003
-
0
1,447,003
WARRANT GROUP 2019 LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 15 -
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the year ended 31 January 2023:
Balance at 1 February 2022
1
-
-
0
1
Year ended 31 January 2023:
Profit and total comprehensive income for the year
-
-
8,135,574
8,135,574
Issue of share capital
20
896
10,691,731
-
10,692,627
Dividends
10
-
-
(263,676)
(263,676)
Balance at 31 January 2023
897
10,691,731
7,871,898
18,564,526
Year ended 31 January 2024:
Profit and total comprehensive income
-
-
9,925,000
9,925,000
Dividends
10
-
-
(14,105,697)
(14,105,697)
Balance at 31 January 2024
897
10,691,731
3,691,201
14,383,829
WARRANT GROUP 2019 LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
1,109,717
10,991,897
Income taxes paid
(40,270)
(2,258,704)
Net cash inflow from operating activities
1,069,447
8,733,193
Investing activities
Proceeds from disposal of investment property
-
110,000
Decrease/(increase) in directors' loan account
493,721
(497,028)
Interest received
331
5,786
Net cash generated from/(used in) investing activities
494,052
(381,242)
Financing activities
Proceeds from issue of shares
-
896
Dividends paid to equity shareholders
(14,136,761)
(263,676)
Net cash used in financing activities
(14,136,761)
(262,780)
Net (decrease)/increase in cash and cash equivalents
(12,573,262)
8,089,171
Cash and cash equivalents at beginning of year
12,437,245
4,348,074
Cash and cash equivalents at end of year
(136,017)
12,437,245
Relating to:
Cash at bank and in hand
573,481
13,493,942
Bank overdrafts included in creditors payable within one year
(709,498)
(1,056,697)
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 17 -
1
Accounting policies
Company information

Warrant Group 2019 Limited (“the parent company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 157 Regent Road, Kirkdale, Liverpool, L5 9TF.

 

The group consists of Warrant Group 2019 Limited and all of its subsidiaries. The principal activity of the group and the parent company are disclosed in the strategic report.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the group and the parent company. Monetary amounts in these financial statements are rounded to the nearest £1.

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

The parent 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:

 

1.2
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.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Warrant Group 2019 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 31 January 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.

1.4
Going concern

The group is in a net current liabilities position of £524,854 (2023: £11,644,983 net current assets), and the company is in a net current liabilities position of £4,011,798 (2023: £168,899 net current assets). As part of assessing the impact of going concern on the business, management have prepared financial forecasts for the company and the group for a period covering 12 months from the date of signing these financial statements.  These forecasts build in key assumptions surrounding changes in the UK economy, impacts on worldwide trading conditions, along with any changes in container freight prices; which ultimately drive revenue and hence profitability.  The forecasts indicate that the company and group will continue to trade profitably, and generate cash, over the period considered by them in their assessment of the appropriateness of adopting the going concern basis in the preparation of the financial statements. These forecasts also demonstrate that the company and group has sufficient cash reserves and head room within the existing invoice discounting facility to support the working capital needs of the business moving forward.

 

Management is fully aware of the worldwide trading difficulties and the uncertainties within the UK economy but continues to monitor and manage these risks.  These are factored into any future forecasts and business strategy decisions taken by the directors.  Management has concluded that the company and group is in a strong position and that the outlook remains positive.  On this basis the directors consider it appropriate to prepare these financial statements on a going concern basis.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for 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.

 

Freight forwarding revenue represents the invoiced value of freight forwarded. Revenue is recognised on the date of departure of an export vessel or when all performance obligations have been met for an import vessel. Where the service is not specific to a vessel then recognition is based on when a service is rendered.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 19 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10-20 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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:

Leasehold land and buildings
2% Straight line
Plant and machinery
10% Straight line
Fixtures, fittings and equipment
10% Straight line

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

1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries 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.

1.9
Impairment of fixed assets

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

 

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

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

 

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

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 20 -

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

1.10
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.

1.11
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.

Impairment of financial assets

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

 

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

 

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

 

Impairment of debtors

Management reviews the carrying amount of trade receivables on a regular basis to identify items where recoverability may be in doubt. The timing and quantum of any impairment of receivables is a matter of management judgement. Details of any such impairments are included in the notes to the accounts.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 21 -
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.

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.

Derecognition of financial liabilities

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

1.12
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.

1.13
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.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 22 -
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.

1.14
Employee benefits

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

 

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

 

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

1.15
Retirement benefits

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

1.16
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.

1.17
Foreign exchange

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

1.18

Prior year adjustment

The prior year adjustment reverses the investment impairment of c.£3.3m and recognises the full consideration of c.£10.7million paid for the nominal value of shares. The necessary adjustments have been applied retrospectively by way of prior year adjustment in accordance with FRS 102. Details of the impact of the prior year adjustment are disclosed in note 28.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 23 -
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.

Trade accruals provision

The group maintains a provision for impairment of trade accruals. Trade accruals are recognised when a corresponding sale has been recorded in the relevant period but the purchase invoice has not been received. Due to time which may elapse between the services being undertaken and the invoice being received, the balance can become significant. As such, management review this regularly and provide for any invoices over a certain date.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Services
43,916,776
78,872,013
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
21,719,778
58,595,572
Rest of Europe
18,011,793
14,177,351
Rest of World
4,185,205
6,099,090
43,916,776
78,872,013
2024
2023
£
£
Other revenue
Interest income
331
5,786
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 24 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
85,111
(328,694)
Depreciation of owned tangible fixed assets
6,311
6,312
(Profit)/loss on disposal of investment property
-
0
6,587
Amortisation of intangible assets
278,443
341,631
Operating lease charges
92,667
81,010
5
Auditor's remuneration
2024
2023
Fees payable to the group's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group
31,000
32,200
For other services
All other non-audit services
16,760
25,008

In the current year and prior year, audit remuneration was borne by subsidiary undertaking Warrant Group Limited for the company and wider group.

6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administration
41
41
-
-
Sales
18
17
-
-
Total
59
58
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,190,790
2,120,788
-
0
-
0
Social security costs
250,740
236,041
-
-
Pension costs
45,897
362,112
-
0
-
0
2,487,427
2,718,941
-
0
-
0
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
6
Employees
(Continued)
- 25 -

The parent company had no employees during the year.

7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
276,372
20,373
Company pension contributions to defined contribution schemes
2,700
318,416
279,072
338,789
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
153,533
10,833
Company pension contributions to defined contribution schemes
-
160,000
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
331
-
0
Other interest income
-
5,786
Total income
331
5,786
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
700,119
700,165
Adjustments in respect of prior periods
-
0
(169)
Total current tax
700,119
699,996
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
9
Taxation
(Continued)
- 26 -

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

2024
2023
£
£
Profit before taxation
2,382,289
3,068,966
Expected tax charge based on the standard rate of corporation tax in the UK of 24.00% (2023: 19.00%)
571,749
583,104
Tax effect of expenses that are not deductible in determining taxable profit
61,544
61,966
Adjustments in respect of prior years
-
0
(169)
Permanent capital allowances in excess of depreciation
-
0
(43)
Amortisation on assets not qualifying for tax allowances
66,826
55,138
Taxation charge
700,119
699,996
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
14,105,697
263,676
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 February 2023 and 31 January 2024
3,310,511
Amortisation and impairment
At 1 February 2023
1,154,541
Amortisation charged for the year
278,443
At 31 January 2024
1,432,984
Carrying amount
At 31 January 2024
1,877,527
At 31 January 2023
2,155,970
The company had no intangible fixed assets at 31 January 2024 or 31 January 2023.
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 27 -
12
Tangible fixed assets
Group
Leasehold land and buildings
Plant and machinery
Fixtures, fittings and equipment
Total
£
£
£
£
Cost
At 1 February 2023 and 31 January 2024
101,140
3
21,935
123,078
Depreciation and impairment
At 1 February 2023
8,981
3
13,453
22,437
Depreciation charged in the year
2,834
-
0
3,477
6,311
At 31 January 2024
11,815
3
16,930
28,748
Carrying amount
At 31 January 2024
89,325
-
0
5,005
94,330
At 31 January 2023
92,159
-
0
8,482
100,641
The company had no tangible fixed assets at 31 January 2024 or 31 January 2023.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
as restated
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
18,395,627
18,395,627
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 February 2023 and 31 January 2024
18,395,627
Carrying amount
At 31 January 2024
18,395,627
At 31 January 2023
18,395,627
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 28 -
14
Subsidiaries

Details of the parent company's subsidiaries at 31 January 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Warrant Corporate Holdings Limited
England and Wales
Non-trading
Ordinary
100.00
Warrant Group Limited
England and Wales
Shipping agents, freight forwarders, haulage and logistics distribution
Ordinary
100.00

The registered address of the subsidiaries is the same as the parent company Warrant Group 2019 Limited, which is disclosed within the Company Information page.

 

Warrant Corporate Holdings Limited was dissolved on 10 September 2024.

15
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
9,756,078
11,190,577
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
10,040,955
12,826,662
n/a
n/a

As permitted by the reduced disclosure framework within FRS 102, the parent company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,659,349
5,756,441
-
0
-
0
Other debtors
3,239,649
3,946,510
3,045,311
180,693
Prepayments and accrued income
3,100,293
1,730,800
-
0
-
0
9,999,291
11,433,751
3,045,311
180,693

Trade debtors are stated after provisions for impairment of £13,013 (2023: £9,574).

 

Included within other debtors are director loan accounts, which were overdrawn at the year end by £3,307 (2023: £497,028). The maximum overdrawn balance during the year was £497,028.

 

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 29 -
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
709,498
1,056,697
-
0
-
0
Trade creditors
1,864,783
2,033,539
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
7,045,316
12,000,001
Corporation tax payable
984,876
325,027
-
0
-
0
Other taxation and social security
71,795
131,021
11,950
11,950
Other creditors
3,322,412
4,329,705
-
0
-
0
Accruals and deferred income
4,144,262
5,406,721
-
0
-
0
11,097,626
13,282,710
7,057,266
12,011,951

Bank overdrafts are secured by a debenture over all assets of the group.

 

Amounts owed to group undertakings are unsecured, interest free and payable on demand.

 

Other creditors include £3,296,591 (2023: £4,329,705) subject to an invoice discounting facility secured on trade debt.

18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank overdrafts
709,498
1,056,697
-
0
-
0
Payable within one year
709,498
1,056,697
-
0
-
0
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
45,897
362,112

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. Contributions amounting to £9,053 (2023: £nil) were payable by the company to the fund at the reporting date and are included within other creditors.

20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
897
897
897
897
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 30 -
21
Reserves
Equity reserve

Profit and loss reserve includes all current and prior period retained profits and losses.

Own shares

Called up share capital represents the nominal value of shares that have been issued.

Merger reserve

Merger reserve represents the excess consideration paid for the nominal value of shares.

22
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
104,415
107,203
-
-
Between two and five years
-
78,041
-
-
104,415
185,244
-
-
23
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
-
832,175
407,803
346,692

Other related parties relate to companies with common ownership and directors. All transactions are undertaken on commercial terms and on an arms length basis.

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Other related parties
3,045,310
3,273,172
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
23
Related party transactions
(Continued)
- 31 -

Other related parties relate to companies with common ownership and directors. All transactions are undertaken on commercial terms and on an arms length basis.

Other information

The company has taken advantage of the exemption conferred by section 33.1A of FRS 102 not to disclose transactions with other wholly owned subsidiaries within the group as consolidated accounts including the subsidiary undertakings are publicly available.

 

The key management personnel are deemed to be the directors as disclosed in Note 7.

 

Details of director loan accounts have been disclosed in Note 16.

24
Directors' transactions

Dividends totalling £14,136,761 (2023 - £263,676) were paid in the year in respect of shares held by the company's directors.

25
Controlling party

On 1 February 2023, Warrant Group (Trustee) Limited acquired 90% of the shares in Warrant Group 2019 Limited and from that date, there is no ultimate controlling party.

26
Cash generated from group operations
2024
2023
£
£
Profit after taxation
1,682,170
2,368,970
Adjustments for:
Taxation charged
700,119
699,996
Investment income
(331)
(5,786)
(Gain)/loss on disposal of investment property
-
0
6,587
Amortisation and impairment of intangible assets
278,443
341,631
Depreciation and impairment of tangible fixed assets
6,311
6,312
Movements in working capital:
Decrease in debtors
940,739
9,521,755
Decrease in creditors
(2,497,734)
(1,947,568)
Cash generated from operations
1,109,717
10,991,897
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 32 -
27
Analysis of changes in net funds/(debt) - group
1 February 2023
Cash flows
31 January 2024
£
£
£
Cash at bank and in hand
13,493,942
(12,920,461)
573,481
Bank overdrafts
(1,056,697)
347,199
(709,498)
12,437,245
(12,573,262)
(136,017)
28
Prior period adjustment
Reconciliation of changes in equity - group
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in profit for the previous financial period
2023
£
Adjustments to prior year
Total adjustments
-
Profit as previously reported
2,368,970
Profit as adjusted
2,368,970
Reconciliation of changes in equity - company
1 February
31 January
2022
2023
£
£
Adjustments to prior year
-
14,036,626
Equity as previously reported
1
4,527,900
Equity as adjusted
1
18,564,526
Analysis of the effect upon equity
Other reserves
-
10,691,731
Profit and loss reserves
-
3,344,895
-
14,036,626
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
28
Prior period adjustment
(Continued)
- 33 -
Reconciliation of changes in profit for the previous financial period
2023
£
Adjustments to prior year
3,344,895
Profit as previously reported
4,790,679
Profit as adjusted
8,135,574
Notes to reconciliation

The prior year adjustment reverses the investment impairment of £3.3m and recognises the full consideration of c.£10.7million paid for the nominal value of shares. The impairment adjustment has been recorded in the company's profit and loss account, and the consideration paid adjustment has been recorded separately in a merger reserve within the company's statement of changes in equity.

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