Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ONE FOR FUN INTERNATIONAL LIMITED
COMPANY INFORMATION
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ONE FOR FUN INTERNATIONAL LIMITED
CONTENTS
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ONE FOR FUN INTERNATIONAL LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Directors present their Group Strategic Report together with the audited financial statements for the 18 month period ended 31 December 2023.
The Company is a wholesaler of toys and games primarily within the United Kingdom and Europe but also to the rest of the world.
The reporting year end was extended to 31.12.23 to bring the business in line with its owners reporting year end and group buying cycle. Turnover of £34.7m is in line with expectations, despite external factors and worldwide issues, such as the cost of living crisis. Gross profit margin has increased to 29.34% from 28.54% due to a combination of customer/product mix and import costs. Administrative expenses have reduced by around £250,000 on a like for like basis in line with cost reviews and streamlining. Other operating income has reduced year on year because the CJRS scheme which ended during the previous reporting year. Interest payable has increased significantly to £1,141,904 from £591,385 because of the higher interest rates and has had a significant impact on the profit, despite the company’s decreased borrowing levels. The prior year end rate was 1.25% and by the end of 2023 this was up to 5%, making an effective interest rate of 10%. The EBITDA remained at a positive level of £1,175,231 (2022: £1,560,967) and is forecast to increase over the coming twelve month as the Directors continue to review costs, processes and further streamlining. Stock levels were consciously lowered from £6.2m to £4.3m in the year to aid cash flow and turn stock quicker. Additional borrowing was sought in 2024 for stock purchasing and to improve the buying cycle.
The risks faced by the Company are reviewed by the Directors and appropriate processes are put in place to monitor and mitigate them. The key risk for the Company derives from its supply chain. A significant amount of purchases are from outside the UK and are transacted in foreign currencies. The movement in exchange rates, cost of containers and delays that have been faced at port this year could therefore have an impact on gross margins. The Company maintains close relationships with all of its customers and suppliers to ensure continuity of supply and early communication of changes in cost base or pricing strategy.
Financial risk management objectives and policies The financial risks are managed through the use of financial instruments as detailed below: Credit Risk The Group is subject to credit risk. All customers who wish to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on an on-going basis and provision is made for doubtful debts where necessary. A group-wide credit insurance policy is in place to mitigate the risk of loss. Liquidity Risk The Group manages its cash and borrowing requirements centrally to maximise interest income and minimise interest expense, whilst ensuring that the Group has sufficient liquid resources to meet the operating needs to its business. The Group undertakes regular reviews to ensure that adequate financing facilities are in place and
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ONE FOR FUN INTERNATIONAL LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
that sufficient headroom exists within all facilities to cover changes in the business environment and to remain compliant with banking covenants.
Price Risk The Group's main exposures to price risk arise from increases to purchase costs from principal suppliers. This risk is minimised as the Group actively monitors purchase prices to ensure procurement is made in the most cost effective manner. The Group maintains close relationships with all of its customers and suppliers to ensure continuity of supply and early communication of changes in cost base or pricing strategy. Currency Risk The Group's principal foreign currency exposures arise from trading overseas. This risk is managed by taking out forward contracts in US dollars to ensure the costs incurred are known in advance. Further management information within the business will highlight performance gaps and enable corrective action to be taken in areas of underperformance which impact on profitability. Future developments The Directors continue to concentrate on the Company’s core wholesale activities and forecast continued growth. The focus for the Company will continue to be on product development. In particular the Company will concentrate on in-house designed exclusive products which appeal to both existing and new customers alike.
The Directors review detailed management accounts each month to monitor current business performance against budgeted and prior year performance.
The Directors consider the most relevant key performance indicators to be turnover and operating profit The key financial highlights for the period (from continuing activities) are as follows: 18 months to 12 months to 31.12.2023 30.06.2022 £ £ Turnover 34,734,363 27,998,250 Operating profit/(loss) 351,848 1,213,291 EBITDA* 1,175,231 1,560,967 *EBITDA is stated before exceptional costs of £407,140 (2022: £172,783).
This report was approved by the board and signed on its behalf.
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ONE FOR FUN INTERNATIONAL LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the period ended 31 December 2023.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Company is that of a holding company.
The loss for the period, after taxation, amounted to £870,557 (2022 - profit £434,957).
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ONE FOR FUN INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors who served during the period were:
The Directors do not recommend payment of a final Ordinary dividend (2022: £Nil). Preference share dividends of £300,822 (2022: £202,192) have been paid.
The Company's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency or interest rate risks. Its policy is to finance working capital through retained earnings and through borrowings.
The Company has therefore minimised its exposure to the price risk of financial instruments by only purchasing forward currencies for known purchasing requirements. Its cash flow risk in respect of forward currency purchases is also minimal as it aims to pay suppliers in accordance with their stated terms, matching the maturity of the currency purchases. The Directors do not consider any other risks attached to the use of financial instruments to be material to an assessment of its financial position or result.
It is the policy of the Group to settle the terms of payment with suppliers when agreeing each transaction or series of transactions, to ensure that suppliers are made aware of these terms and to abide by them.
The Directors have considered it appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements as outlined in Note 2.3 of these financial statements.
The Directors have included a business review and details of future developments within the Strategic Report. These form part of this report by cross reference, in accordance with Section 414C(ii) of the Companies Act 2006.
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ONE FOR FUN INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Since the year end the Group has taken out a short term loan of £800,000, repayable by 31 December 2024.
The auditors, Larking Gowen LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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ONE FOR FUN INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED
We have audited the financial statements of One For Fun International Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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).
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
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 or the 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.
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ONE FOR FUN INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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ONE FOR FUN INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED (CONTINUED)
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 Auditors' 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 Group 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:
Due to the filed in which the Company operates, we identified the following areas as those most likely to have a material impact on the financial statements: compliance with UK tax legislation, UK accounting standards and the Companies Act 2006. In addition, we considered the provisions of other laws and regulations which, whilst not having a direct impact on the financial statements, are fundamental to the Company's ability to operate, including Consumer Code compliance, employment law and compliance with various other regulations relevant to the conduct of the Company's operations. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:
∙Enquiries with management and those charged with governance of any known or suspected instances of non-compliance with laws and regulations and fraud;
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Group's internal control.
∙Assessment of matters arising from a review of the Group's board minutes;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to stock provisions and investment property valuation; and
∙Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.
Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions
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ONE FOR FUN INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED (CONTINUED)
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
1st Floor Prospect House
Rouen Road
NR1 1RE
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ONE FOR FUN INTERNATIONAL LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ONE FOR FUN INTERNATIONAL LIMITED
REGISTERED NUMBER: 09925230
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
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ONE FOR FUN INTERNATIONAL LIMITED
REGISTERED NUMBER: 09925230
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 49 form part of these financial statements.
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ONE FOR FUN INTERNATIONAL LIMITED
REGISTERED NUMBER: 09925230
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
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ONE FOR FUN INTERNATIONAL LIMITED
REGISTERED NUMBER: 09925230
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 49 form part of these financial statements.
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