Registered number: SC062650
ONE FOR FUN LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ONE FOR FUN LIMITED
COMPANY INFORMATION
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J E Burton (resigned 30 April 2024)
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Chartered Accountants & Statutory Auditors
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ONE FOR FUN LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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ONE FOR FUN LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Directors present their 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 £31m is in line with expectations, despite external factors and worldwide issues, such as the cost of living crisis.
Gross profit margin has increased to 29.98% from 27.40% 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 £1,138,137 from £589,188 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 £1,918,372 (2022: £2,556,678) 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 £6.1m to £4.1m 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.
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ONE FOR FUN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Principal risks and uncertainties
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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 Company 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 Company manages its cash and borrowing requirements centrally to maximise interest income and minimise interest expense, whilst ensuring that the Company has sufficient liquid resources to meet the operating needs to its business. The Company undertakes regular reviews to ensure that adequate financing facilities are in place and that sufficient headroom exists within all facilities to cover changes in the business environment and to remain compliant with banking covenants.
Price Risk
The Company's main exposures to price risk arise from increases to purchase costs from principal suppliers. This risk is minimised as the Company actively monitors purchase prices to ensure procurement is made in the most cost effective manner. 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.
Currency Risk
The Company'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.
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.
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ONE FOR FUN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Financial key performance indicators
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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 are as follows:
18 months to 12 months to
31.12.2023 30.06.2022
£ £
Turnover 30,955,638 25,890,524
Operating profit/(loss) 1,324,375 1,594,259
EBITDA* 1,918,372 2,556,678
*EBITDA is stated before exceptional costs of £215,157 (2022: £151,162)
This report was approved by the board and signed on its behalf.
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ONE FOR FUN 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.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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;
∙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 Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Company is that of wholesalers and retailers of toys, games and gifts.
The profit for the period, after taxation, amounted to £151,811 (2022 - £822,765).
The Directors do not recommend payment of a final dividend (2022: £Nil).
The directors who served during the period were:
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J E Burton (resigned 30 April 2024)
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ONE FOR FUN LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
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.
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 2.4 of these financial statements.
Qualifying third party indemnity provisions
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During the year the Company maintained liability insurance for its directors and officers. This provision, which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006, was in force during the period and is currently in force. Neither the Company's indemnity nor insurance provides cover in the event that a director or officer is proved to have acted fraudulently or dishonestly.
Matters covered in the Strategic Report
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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.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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Since the year end the Company has taken out a short term loan of £800,000, repayable by 31 December 2024.
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ONE FOR FUN LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
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 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN LIMITED
We have audited the financial statements of One For Fun Limited (the 'Company') for the period ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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.
Conclusions relating to going concern
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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 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 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the 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 or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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
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As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 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 Company or to cease operations, or have no realistic alternative but to do so.
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ONE FOR FUN LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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 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 areas most likely to have a direct material impact on the financial statements as 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 Company's internal control.
∙Assessment of matters arising from a review of the Company'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 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.
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ONE FOR FUN LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN LIMITED (CONTINUED)
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.
John Atkins ACA FCCA (Senior Statutory Auditor)
for and on behalf of
Larking Gowen LLP
Chartered Accountants
Statutory Auditors
1st Floor Prospect House
Rouen Road
Norwich
NR1 1RE
14 February 2025
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ONE FOR FUN LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
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18 months ended
31 December
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Exceptional administrative expenses
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Interest payable and similar expenses
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Profit for the financial period
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Other comprehensive income for the period
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Other comprehensive income for the period
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Total comprehensive income for the period
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The notes on pages 16 to 37 form part of these financial statements.
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ONE FOR FUN LIMITED
REGISTERED NUMBER: SC062650
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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ONE FOR FUN LIMITED
REGISTERED NUMBER: SC062650
STATEMENT OF FINANCIAL POSITION (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 16 to 37 form part of these financial statements.
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ONE FOR FUN LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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Comprehensive income for the period
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Cashflow hedge reserve movement
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Other comprehensive income for the period
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Total comprehensive income for the period
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Total transactions with owners
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The notes on pages 16 to 37 form part of these financial statements.
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ONE FOR FUN LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2022
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Comprehensive income for the period
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Cashflow hedge reserve movement
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Other comprehensive income for the period
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Total comprehensive income for the period
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Total transactions with owners
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The notes on pages 16 to 37 form part of these financial statements.
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
One For Fun Limited is a private company limited by shares incorporated in Scotland under the Companies Act 2006. The registered office address is 3 Cambuslang Way, Gateway Office Park, Glasgow, G32 8ND.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The financial statements are presented in sterling which is the functional currency of the Company and are rounded to the nearest £.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of One For Fun International Limited as at 31 December 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
As part of their going concern assessment, the directors have considered the Company's position at the time of signing the financial statements, in particular regarding the effects of the current economic climate and its potential impact on the Company.
As part of their assessment, the directors have prepared forecasts until February 2026, taking into consideration expected trading performance, profitability and cash flow based on the current economic climate and results to November 2024.
In addition, the directors have considered the Company’s current working capital facilities, which are an invoice discounting facility and two CBILs. The CBILs will be fully repaid in the summer of 2025. Subsequent to the Balance sheet date, to manage seasonal cash flow, the Company took out an additional short term £800k facility with its bankers, which has been repaid at the time of signing. The invoice discounting facility has two covenants. At points during the year, and after the year end, the Company has breached the minor covenant of the two, but continues to operate within the main covenant, as viewed by the bank. The Company continues to have an excellent relationship with its bank, maintaining regular dialogue, and in relation to the covenant breaches, the bank has indicated their continued support for the business, so far that the Company operates within the headroom covenant provided by the bank, which is anticipated. The forecasts for 2025 indicate that the Company may again require an additional short-term facility to help with seasonal cash flow. The Company's bankers have indicated that they intend to make this available, should it be required.
In addition, the Company also has loans with its ultimate parent, Merino Industries Limited, to which the Company have received confirmation that the ultimate parent company will not recall the loan, and any associated interest, for a period of at least 12 months from the approval of these financial statements, unless the Company has sufficient working capital to do so.
Based on the above, the directors have concluded that they have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future and at least 12 months from the date of signing the financial statements, they therefore continue to adopt the going concern basis of accounting in preparing these financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Online and wholesale turnover is recognised when an invoice is issued. Invoices are raised when goods are dispatched.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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Leased assets: the Company as lessor
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Where assets leased to a third party give rights approximating to ownership (finance lease), the lessor recognises as a receivable an amount equal to the net investment in the lease i.e. the minimum lease payments receivable under the lease discounted at the interest rate implicit in the lease. This receivable is reduced as the lessee makes capital payments over the term of the lease.
A finance lease gives rise to two types of income: profit or loss equivalent to the profit or loss resulting from outright sale of the asset being leased, at normal selling prices, reflecting any applicable discounts, and finance income over the lease term.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
|
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income 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 Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Page 19
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
The useful economic life for intellectual property, goodwill and trademarks has been determined to be 20 years due to the long term inherent branding, knowledge and experience built up in the business.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Page 20
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Impairment of fixed assets and goodwill
|
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is 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.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 21
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
|
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.
The Company has an invoice discounting arrangement. The amount owed by customers to the Company is included within trade debtors and the amount owed to the invoice discounting company is included within creditors. The amount owed to the invoice discounting company is the difference between the amounts advanced by the discounting company and the invoices discounted. The interest element of the invoice discounting charges and other related costs are recognised as they accrue and are included in the Statement of Comprehensive Income with other interest charges.
Page 22
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Company uses foreign currency forward contracts to manage its exposure to cash flow risk on its purchase of stock in US Dollars. These derivatives are measured at fair value at each reporting date.
To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. This amount is reclassified from the cash flow hedge reserve to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss. Any ineffective portions of those movements are recognised in profit or loss for the period. Movements in fair value are recognised in the Statement of Comprehensive Income.
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
In preparing these financial statements the Directors have made the following key judgements and estimates:
Tangible and intangible fixed assets: Assets are depreciated or amortised over their useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Stock provisions: For continuing stock the provision is based on the level of overstock held, which is determined as the total stock less the estimated sales quantity over a given period. The provision is then set at 50% to 75% of the overstock held. This is a change to previous years where the provision was set at 75% only.
Discounted stock is provided for based on 100% of the stock held, with the provision set at between 50% and 100% depending on age. This is a change to previous years where the provision was set at between 75% and 100%.
Trade debtors provision: Trade debtors are reviewed to consider whether any bad debts provision is required, with debts provided for on a specific basis. Factors considered include customer payment history and agreed payment terms.
Page 23
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
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An analysis of turnover by class of business is as follows:
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|
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18 months ended
31 December
|
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|
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Analysis of turnover by country of destination:
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18 months ended
31 December
|
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18 months ended
31 December
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Government grants receivable - CJRS
|
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|
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|
|
|
|
|
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During 2021, the Company also took out two Covid Business Interruption Loans totaling £1,500,000. The interest for the first 12 month period is met by the UK Government and amounted to £41,201 in 2021.
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Page 24
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
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The operating profit is stated after charging:
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18 months ended
31 December
|
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18 months ended
31 December
|
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Fees payable to the Company's auditor and its associates in respect of:
|
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|
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Audit of the financial statements
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Page 25
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
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|
Staff costs, including directors' remuneration, were as follows:
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|
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18 months ended
31 December
|
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Cost of defined contribution scheme
|
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The average monthly number of employees, including the directors, during the period was as follows:
|
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|
18 months ended
31 December
|
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Management and administration
|
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Distribution and warehouse
|
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18 months ended
31 December
|
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|
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Company contributions to defined contribution pension schemes
|
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During the period retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.
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Page 26
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ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
Interest payable and similar expenses
|
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|
|
18 months ended
31 December
|
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Other loan interest payable
|
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|
18 months ended
31 December
|
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Origination and reversal of timing differences
|
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Taxation on profit on ordinary activities
|
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Page 27
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
11.Taxation (continued)
|
Factors affecting tax charge for the period
|
|
The tax assessed for the period is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 22.01% (2022 - 19%). The differences are explained below:
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18 months ended
31 December
|
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Profit on ordinary activities before tax
|
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|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.01% (2022 - 19%)
|
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|
|
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|
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Expenses not deductible for tax purposes
|
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|
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Adjustments to tax charge in respect of prior periods
|
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|
|
Adjustment to changes in deferred tax rates
|
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|
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Other differences leading to an increase (decrease) in the tax charge
|
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|
|
Total tax charge for the period
|
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Factors that may affect future tax charges
|
For the current year, the current tax rate is 19%.
On 24 May 2021 the Finance Bill 2021 was substantively enacted in which the main rate of corporation tax will be 25% from 1 April 2023. This will affect the current tax rate from the year ended 31 October 2023.
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18 months ended
31 December
|
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|
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Group restructuring costs
|
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Page 28
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
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Charge for the period on owned assets
|
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Page 29
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
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Charge for the period on owned assets
|
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Furniture, fittings and equipment
|
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Page 30
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
Investments in subsidiary companies
|
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The following were subsidiary undertakings of the Company:
|
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One For Fun (Hong Kong) Limited
|
Room 1103B, 11th Floor, Tower 2, South Seas Centre, 75 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong
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ZA due la Perdriere, 1 rue de la Porizi, 49500, Nyoiseau
|
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One For Fun Scandinavia AB
|
Videvägen 5, 746 31 Bålsta, Sweden
|
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8 The Green, Suite F, Dover, 19901, United States of America
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Page 31
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
Finished goods and goods for resale
|
|
|
|
|
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|
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|
|
The carrying value of stocks are stated net of cumulative provisions. At 31 December 2023 the stock provision was £362,690 (2022: £246,852), amounts recognised within profit or loss in respect of movements in the provision totalled increase £115,838 (2022: decrease £473,068).
|
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Trade debtors (see note 20)
|
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|
|
Amounts owed by group undertakings
|
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|
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|
|
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Prepayments and accrued income
|
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|
|
|
|
|
|
|
|
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|
|
The impairment credit recognised in profit or loss for the period in respect of bad and doubtful trade debts was £8,917 (2022: £11,291).
|
|
Cash and cash equivalents
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Page 32
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
Creditors: Amounts falling due within one year
|
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Amounts owed to group undertakings
|
|
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|
Other taxation and social security
|
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|
|
Obligations under finance lease and hire purchase contracts
|
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|
Proceeds of factored debts
|
|
|
|
|
|
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|
Accruals and deferred income
|
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The bank loans are secured by floating charges over all assets, property and undertakings of the Company.
Obligations under finance leases and hire purchase contracts are secured upon the assets to which they relate.
The proceeds of factored debts are secured on the amounts shown within trade debtors in note 18.
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Creditors: Amounts falling due after more than one year
|
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|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
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|
|
|
|
|
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The bank loans are secured by floating charges over all assets, property and undertakings of the Company.
Obligations under finance leases and hire purchase contracts are secured upon the assets to which they relate.
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Page 33
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
Analysis of the maturity of loans is given below:
|
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|
|
|
|
|
|
|
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Amounts falling due within one year
|
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|
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Amounts falling due 1-2 years
|
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Amounts falling due 2-5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hire purchase and finance leases
|
|
Minimum lease payments under hire purchase fall due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
Obligations under finance leases and hire purchase contracts are secured upon the assets to which they relate.
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Page 34
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
The deferred tax asset is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Accelerated capital allowances
|
|
|
|
Tax losses carried forward
|
|
|
|
Short term timing differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Charged to profit or loss
|
|
|
|
|
|
|
|
|
As part of the lease agreements for the premises in which the Group and company previously operated, there was an obligation to reinstate the properties to the required condition at the end of the agreement. The Group and company moved into the new premises in July 2023 and therefore the dilapidation provision for the estimated costs in relation to the previous lease obligations is no longer required.
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Page 35
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
Allotted, called up and fully paid
|
|
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|
|
|
|
|
|
|
100,160 (2022 - 100,160) Ordinary shares of £1.00 each
|
|
|
Share premium account
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Other reserves
Other reserves includes the cashflow hedge reserve which represents the foreign exchange movement on the hedging financial instruments held at the period end date.
Profit and loss account
The profit and loss account represents cumulative profits and losses, net of dividends paid.
The Company operates a defined contribution scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge amounted to £229,697 (2022: £109,509). As at the period end there were £14,128 (2022: £14,352) of contributions payable to the fund.
|
Commitments under operating leases
|
|
At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
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Later than 1 year and not later than 5 years
|
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Page 36
|
ONE FOR FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
Related party transactions
|
|
At the period end the Company owed £772,081 being £608,295 loan and interest of £163,786 (2022: £608,295) to Merino Industries Limited, its ultimate parent company. Interest of £91,494 (2022: £75,712) was paid on this loan during the period.
The Company has taken advantage of the exemption available in FRS 102 section 33 from the requirement to disclose transactions with its parent company and any wholly owned subsidiaries.
|
|
Post balance sheet events
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Since the year end the Company has taken out a short term loan of £800,000, repayable by 31 December 2024.
The Company is a subsidiary of H Grossman Trading Limited, which is incorporated in Scotland. The registered office address is 3 Cambuslang Way, Gateway Office Park, Glasgow, G32 8ND.
Merino Industries Limited, which is incorporated in England and Wales, is the ultimate parent company. Merino Industries Limited is controlled by M E Colley. The registered office address is Golden Cross House, 8 Duncannon Street, London, WC2N 4JF.
The smallest and largest group in which the results of the Company are consolidated is that headed by One For Fun International Limited. Consolidated accounts are publicly available from Companies House, Cardiff, CF14 3UZ.
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