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Registered number: 09925230










ONE FOR FUN INTERNATIONAL LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
COMPANY INFORMATION


Directors
M E Colley 
D J Mordecai 
J E Burton (resigned 30 April 2024)




Registered number
09925230



Registered office
Unit 7 One for Fun

Brome

Suffolk




Independent auditors
Larking Gowen LLP
Chartered Accountants & Statutory Auditors

1st Floor Prospect House

Rouen Road

Norwich

NR1 1RE





 
ONE FOR FUN INTERNATIONAL LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 5
Independent auditors' report
6 - 9
Consolidated statement of comprehensive income
10
Consolidated balance sheet
11 - 12
Company balance sheet
13 - 14
Consolidated statement of changes in equity
15
Company statement of changes in equity
16
Consolidated statement of cash flows
17 - 18
Consolidated analysis of net debt
19
Notes to the financial statements
20 - 49


 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their Group Strategic Report together with the audited financial statements for the 18 month period ended 31 December 2023.

Business review
 
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. 

Principal risks and uncertainties
 
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
Page 1

 
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.

Financial key performance indicators
 
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.



D J Mordecai
Director

Date: 14 February 2025

Page 2

 
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.

Directors' responsibilities statement

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.
 
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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies 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 2006They 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.

Principal activity

The principal activity of the Group is that of wholesalers and retailers of toys, games and gifts.
The principal activity of the Company is that of a holding company.

Results and dividends

The loss for the period, after taxation, amounted to £870,557 (2022 - profit £434,957).

Page 3

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023


Directors

The directors who served during the period were:

M E Colley 
D J Mordecai 
J E Burton (resigned 30 April 2024)

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.

Financial instruments

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. 

Company's policy for payment of creditors

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.

Going concern

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. 

Qualifying third party indemnity provisions

During the year the Group 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 Group'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 Group strategic report

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.

Page 4

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Disclosure of information to auditors

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

Since the year end the Group has taken out a short term loan of £800,000, repayable by 31 December 2024. 

Auditors

The auditorsLarking Gowen LLPwill 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.
 





D J Mordecai
Director

Date: 14 February 2025

Page 5

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED
 

Opinion


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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss 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.


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 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.


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 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.


Page 6

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED (CONTINUED)


Other information


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 ReportOur 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
 

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.


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 7

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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.


Auditors' 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 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
Page 8

 
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.


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 2006Our 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
Page 9

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

18 months ended
31 December
12 months ended
30 June
2023
2022
Note
£
£

  

Turnover
 4 
34,734,363
27,998,250

Cost of sales
  
(24,542,473)
(20,009,863)

Gross profit
  
10,191,890
7,988,387

Administrative expenses
  
(9,495,020)
(6,764,666)

Exceptional administrative expenses
  
(407,140)
(172,783)

Other operating income
 5 
131,673
162,353

Operating profit
 6 
421,403
1,213,291

Interest receivable and similar income
 10 
843
142

Interest payable and similar expenses
 11 
(1,141,904)
(591,385)

(Loss)/profit before taxation
  
(719,658)
622,048

Tax on (loss)/profit
 12 
(150,899)
(187,091)

(Loss)/profit for the financial period
  
(870,557)
434,957

  

Movement on consolidation of foreign subsidiaries
  
(6,134)
101,693

Cash flow hedge reserve recycled to profit or loss
  
(254,763)
235,109

Other comprehensive income for the period
  
(260,897)
336,802

Total comprehensive income for the period
  
(1,131,454)
771,759

(Loss)/profit for the period attributable to:
  

Owners of the parent Company
  
(870,557)
434,957

  
(870,557)
434,957

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
(1,131,454)
771,759

  
(1,131,454)
771,759

The notes on pages 20 to 49 form part of these financial statements.

Page 10

 
ONE FOR FUN INTERNATIONAL LIMITED
REGISTERED NUMBER: 09925230

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

31 December
30 June
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
734,358
704,838

Tangible assets
 15 
268,850
380,663

  
1,003,208
1,085,501

Current assets
  

Stocks
 17 
4,388,639
6,170,899

Debtors: amounts falling due within one year
 18 
5,720,018
7,588,783

Cash at bank and in hand
 19 
410,741
504,175

  
10,519,398
14,263,857

Creditors: amounts falling due within one year
 20 
(7,639,468)
(9,540,297)

Net current assets
  
 
 
2,879,930
 
 
4,723,560

Total assets less current liabilities
  
3,883,138
5,809,061

Creditors: amounts falling due after more than one year
 21 
(2,311,918)
(3,016,386)

Other provisions
 25 
(10,000)
(100,000)

  
 
 
(10,000)
 
 
(100,000)

Net assets
  
1,561,220
2,692,675

Page 11

 
ONE FOR FUN INTERNATIONAL LIMITED
REGISTERED NUMBER: 09925230
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

31 December
30 June
2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 26 
102
102

Share premium account
 27 
499,995
499,995

Capital redemption reserve
 27 
3
3

Foreign exchange reserve
 27 
31,773
37,908

Other reserves
 27 
9,185
263,948

Profit and loss account
 27 
1,020,162
1,890,719

Equity attributable to owners of the parent Company
  
1,561,220
2,692,675

  
1,561,220
2,692,675


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D J Mordecai
Director

Date: 14 February 2025

The notes on pages 20 to 49 form part of these financial statements.

Page 12

 
ONE FOR FUN INTERNATIONAL LIMITED
REGISTERED NUMBER: 09925230

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

31 December
30 June
2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
846,339
836,784

  
846,339
836,784

Current assets
  

Debtors: amounts falling due after more than one year
 18 
2,845,131
2,799,185

Debtors: amounts falling due within one year
 18 
1,913,560
2,091,556

Cash at bank and in hand
 19 
1,851
220

  
4,760,542
4,890,961

Creditors: amounts falling due within one year
 20 
(958,113)
(912,193)

Net current assets
  
 
 
3,802,429
 
 
3,978,768

Total assets less current liabilities
  
4,648,768
4,815,552

  

Creditors: amounts falling due after more than one year
 21 
(2,000,000)
(2,000,000)

  

Net assets
  
2,648,768
2,815,552

Page 13

 
ONE FOR FUN INTERNATIONAL LIMITED
REGISTERED NUMBER: 09925230
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

31 December
30 June
2023
2022
Note
£
£


Capital and reserves
  

Called up share capital 
 26 
102
102

Share premium account
 27 
499,995
499,995

Capital redemption reserve
 27 
3
3

Profit and loss account brought forward
  
2,315,452
2,446,049

Loss for the period
  
(166,784)
(130,597)

Profit and loss account carried forward
  
2,148,668
2,315,452

  
2,648,768
2,815,552


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


D J Mordecai
Director

Date: 14 February 2025

The notes on pages 20 to 49 form part of these financial statements.

Page 14
 

 
ONE FOR FUN INTERNATIONAL LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Cash flow hedge reserve
Profit and loss account
Total equity


£
£
£
£
£
£
£



At 1 June 2021
102
499,995
3
(63,785)
28,839
1,455,762
1,920,916



Comprehensive income for the period


Profit for the period

-
-
-
-
-
434,957
434,957


Movement in cash flow hedge reserve
-
-
-
101,693
-
-
101,693


Movement in cash flow hedge reserve
-
-
-
-
235,109
-
235,109

Total comprehensive income for the period
-
-
-
101,693
235,109
434,957
771,759





At 1 July 2022
102
499,995
3
37,908
263,948
1,890,719
2,692,675



Comprehensive income for the period


Loss for the period

-
-
-
-
-
(870,557)
(870,557)


Movement in cash flow hedge reserve
-
-
-
(6,135)
-
-
(6,135)


Movement in cash flow hedge reserve
-
-
-
-
(254,763)
-
(254,763)

Total comprehensive income for the period
-
-
-
(6,135)
(254,763)
(870,557)
(1,131,455)



At 31 December 2023
102
499,995
3
31,773
9,185
1,020,162
1,561,220



The notes on pages 20 to 49 form part of these financial statements.

Page 15
 
ONE FOR FUN INTERNATIONAL LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 June 2021
102
499,995
3
2,446,049
2,946,149


Comprehensive income for the period

Loss for the period

-
-
-
(130,597)
(130,597)


Other comprehensive income for the period
-
-
-
-
-


Total comprehensive income for the period
-
-
-
(130,597)
(130,597)


Total transactions with owners
-
-
-
-
-



At 1 July 2022
102
499,995
3
2,315,452
2,815,552


Comprehensive income for the period

Loss for the period

-
-
-
(166,784)
(166,784)


Other comprehensive income for the period
-
-
-
-
-


Total comprehensive income for the period
-
-
-
(166,784)
(166,784)


Total transactions with owners
-
-
-
-
-


At 31 December 2023
102
499,995
3
2,148,668
2,648,768


The notes on pages 20 to 49 form part of these financial statements.

Page 16

 
ONE FOR FUN INTERNATIONAL LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023

18 months ended
31
December
12 months ended
30 June
2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial period
(870,557)
434,957

Adjustments for:

Amortisation of intangible assets
63,898
69,603

Depreciation of tangible assets
282,790
164,574

Loss on disposal of tangible assets
3,802
(49,441)

Interest paid
1,141,904
591,385

Interest received
(843)
(142)

Taxation charge
150,899
187,091

Decrease/(increase) in stocks
1,782,260
(471,636)

Decrease/(increase) in debtors
1,868,765
(532,968)

(Decrease) in creditors
(1,237,056)
(705,168)

(Decrease)/increase in provisions
(90,000)
100,000

Movement in cashflow hedge reserve
(254,763)
235,109

Corporation tax (paid)/received
(164,522)
125,115

Net cash generated from operating activities

2,676,577
148,479


Cash flows from investing activities

Purchase of intangible fixed assets
(93,418)
(5,150)

Sale of intangible assets
-
20,850

Purchase of tangible fixed assets
(174,779)
(109,608)

Sale of tangible fixed assets
-
(3,459)

Government grants received
-
50,865

Interest received
843
142

Net cash from investing activities

(267,354)
(46,360)
Page 17

 
ONE FOR FUN INTERNATIONAL LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

31 December
30 June

2023
2022

£
£



Cash flows from financing activities

Repayment of loans
(633,338)
(357,412)

Repayment of/new finance leases
(8,780)
(92,956)

Movements on invoice discounting
(712,501)
755,375

Interest paid
(1,141,904)
(591,385)

Net cash used in financing activities
(2,496,523)
(286,378)

Net (decrease) in cash and cash equivalents
(87,300)
(184,259)

Cash and cash equivalents at beginning of period
504,175
586,741

Foreign exchange gains and losses
(6,134)
101,693

Cash and cash equivalents at the end of period
410,741
504,175


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
410,741
504,175

410,741
504,175


The notes on pages 20 to 49 form part of these financial statements.

Page 18

 
ONE FOR FUN INTERNATIONAL LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023




At 1 July 2022
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

504,175

(93,415)

410,760

Bank overdrafts

-

(19)

(19)

Debt due after 1 year

(2,664,804)

516,672

(2,148,132)

Debt due within 1 year

(422,228)

116,666

(305,562)

HP contracts

(8,780)

8,780

-


(2,591,637)
548,684
(2,042,953)

The notes on pages 20 to 49 form part of these financial statements.

Page 19

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

One For Fun International Limited is a private company limited by shares incorporated in England & Wales under the Companies Act 2006. The registered office address is Unit 7 Tobar, Ipswich Road, Brome, Eye, Suffolk, IP23 8AW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The financial statements are presented in Sterling (£) and are rounded to the nearest £.
The following subsidiary undertakings, Ozbozz Limited (registered number 09631127) and H Grossman Trading Limited (registered number SC504915) are included in the consolidated financial statements and are entitled to, and have opted to take, exemption from the requirement for their individual accounts to be audited under Section 479A of the Companies Act 2006 relating to subsidiary companies.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Of the Group's subsidiaries, Ozbozz Limited (registered number 09631127) and H Grossman Trading Limited (registered number SC504915) are included in the consolidated financial statements and are entitled to, and have opted to take, exemption from the requirement for their individual accounts to be audited under Section 479A of the Companies Act 2006 relating to subsidiary companies.

Page 20

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

As part of their going concern assessment, the directors have considered the Company and Group’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 Group.
            
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 Group’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 Group 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 Group has breached the minor covenant of the two, but continues to operate within the main covenant, as viewed by the bank. The Group 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 Group operates within the headroom covenant provided by the bank, which is anticipated. The forecasts for 2025 indicate that the Group may again require an additional short-term facility to help with seasonal cash flow. The Group's bankers have indicated that they intend to make this available, should it be required.
            
In addition, the Group also has loans with its ultimate parent, Merino Industries Limited, to which the Group 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 Group has sufficient working capital to do so. 
            
Based on the above, the directors have concluded that they have a reasonable expectation that the Company and Group 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.

Page 21

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Group'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 Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group 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.

Page 22

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Leased assets: the Group as lessor

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.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

Government grants

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 Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.11

Finance costs

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.

 
2.12

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Page 23

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.14

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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 balance sheet date.

 
2.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 24

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Intangible assets

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 the Group's share 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 Consolidated 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:

Intellectual property
-
5% straight line
Goodwill
-
5% straight line
Computer software
-
10% straight line

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.

 
2.17

Tangible fixed assets

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 Group 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 Group 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 Group. 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 25

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.17
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:

Leasehold property improvements
-
10%
- 33% straight line
Motor vehicles
-
25%
straight line
Fixtures and fittings
-
25%
straight line
Office equipment
-
25%
straight line
Warehouse equipment
-
25%
straight line

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.

  
2.18

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet 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 balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.19

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.20

Stocks

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 balance sheet 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.

 
2.21

Debtors

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 26

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.22

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.23

Creditors

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.

 
2.24

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group 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 Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet 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 Balance sheet.

 
2.25

Financial instruments

The Group 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.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 Consolidated statement of comprehensive income.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when
Page 27

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.25
Financial instruments (continued)

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.

 
2.26

Hedge accounting

The Group 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 balance sheet 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.

  
2.27

Invoice financing

The Group has an invoice discounting arrangement. The amount owed by customers to the Group 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.

 
2.28

Dividends

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

Page 28

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements the Directors have made the following key judgments 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. 
Discounted stock is provided for based on 100% of the stock held, with the provision set at between 50% and 100% depending on age. 
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 29

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


18 months ended
31 December
12 months ended
30 June
2023
2022
£
£

Sale of goods
34,734,363
27,998,250

34,734,363
27,998,250


Analysis of turnover by country of destination:

18 months ended
31 December
12 months ended
30 June
2023
2022
£
£

United Kingdom
22,422,675
18,523,053

Rest of Europe
10,164,110
5,701,650

Rest of the world
2,147,578
3,773,547

34,734,363
27,998,250



5.


Other operating income

18 months ended
31 December
12 months ended
30 June
2023
2022
£
£

Other operating income
112,214
78,522

Government grants receivable - CJRS
-
50,865

Commissions receivable
19,459
32,966

131,673
162,353


During the previous period, the Group 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.

Page 30

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Operating profit

The operating profit is stated after charging:

18 months ended
31 December
12 months ended
30 June
2023
2022
£
£

Exchange differences
20,146
(101,002)


7.


Auditors' remuneration

18 months ended
31 December
12 months ended
30 June
2023
2022
£
£

Fees payable to the Company's auditor and its associates in respect of:

Audit of the company's financial statements
9,000
8,600

Page 31

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
18 months ended
Group
12 months ended
Company
18 months ended
Company
12 months ended
2023
2022
2023
2022
£
£
£
£


Wages and salaries
4,194,810
3,221,553
235,483
157,061

Social security costs
438,269
344,892
31,241
21,005

Cost of defined contribution scheme
265,906
159,136
22,562
15,188

4,898,985
3,725,581
289,286
193,254


The average monthly number of employees, including the directors, during the period was as follows:



Group
Group
Company
Company
  18 months ended
     31 December
   12 months ended
         30 June
  18 months ended
     31 December
   12 months ended
         30 June
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Management & Administration
24
22
2
2



Distribution & Warehouse
58
60
-
-

82
82
2
2

Page 32

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


Directors' remuneration

18 months ended
31 December
12 months ended
30 June
2023
2022
£
£

Directors' emoluments
368,205
253,382

Group contributions to defined contribution pension schemes
43,088
24,994

411,293
278,376


During the period retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £235,483 (2022 - £155,416).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £22,500 (2022 - £15,000).


10.


Interest receivable

18 months ended
31 December
12 months ended
30 June
2023
2022
£
£


Other interest receivable
843
142

843
142


11.


Interest payable and similar expenses

18 months ended
31 December
12 months ended
30 June
2023
2022
£
£


Other loan interest payable
841,082
389,193

Preference share dividends
300,822
202,192

1,141,904
591,385

Page 33

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

12.


Taxation


18 months ended
31 December
12 months ended
30 June
2023
2022
£
£

Corporation tax


Current tax on profits for the year
31
12,292


31
12,292


Total current tax
31
12,292

Deferred tax


Origination and reversal of timing differences
150,868
174,799

Total deferred tax
150,868
174,799


Taxation on profit on ordinary activities
150,899
187,091
Page 34

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
12.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:

18 months ended
31 December
12 months ended
30 June
2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(719,658)
622,048


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.01% (2022 - 19%)
(158,397)
118,189

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
164,042
43,344

Other timing differences leading to an increase (decrease) in taxation
21,346
49,052

Non-taxable income
106,110
-

Adjust closing deferred tax rate
17,798
(23,494)

Total tax charge for the period
150,899
187,091


Factors that may affect future tax charges

For the current period, corporation tax is charged at a blended rate of 22.01% (2022 - 19%). From 1 April 2023, the main rate of corporation tax increased from 19% to 25%. This will affect the current tax rate from the year ended 31 December 2024. Deferred tax is charged at 25% (2022 - 25%).


13.


Exceptional items

18 months ended
31 December
12 months ended
30 June
2023
2022
£
£


Group restructuring costs
407,140
172,783

407,140
172,783

Page 35

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

14.


Intangible assets

Group







Other intangible assets
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 July 2022
6,240
-
937,865
944,105


Additions
17,345
76,073
-
93,418



At 31 December 2023

23,585
76,073
937,865
1,037,523



Amortisation


At 1 July 2022
284
-
238,983
239,267


Charge for the period on owned assets
3,299
-
60,599
63,898



At 31 December 2023

3,583
-
299,582
303,165



Net book value



At 31 December 2023
20,002
76,073
638,283
734,358



At 30 June 2022
5,956
-
698,882
704,838

Goodwill of £881,420 relates to goodwill, previously within Tobar Group Trading Limited, which arose on the purchase of the business and certain assets of Tobar Group Holdings Limited and One For Fun France SARL on 19 January 2012. On 14 February 2020 the goodwill within Tobar Group Trading Limited was transferred to One For Fun Limited, via a sale of assets and trade agreement. This goodwill is being amortised over a period of 20 years with 8.5 years remaining. 
Goodwill of £39,003 relates to goodwill arising on the purchase of One For Fun Scandinavia AB on 5 January 2016. This goodwill is being amortised over a period of 20 years with 12.5 years remaining.
Goodwill of £117,442 relates to goodwill arising on the purchase of Ozbozz Limited and its subsidiaries on 3 April 2018. This goodwill is being amortised over a period of 20 years with 14.5 years remaining. 



Page 36

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group








Leasehold property improvements
Motor vehicles
Fixtures and fittings
Office equipment
Warehouse equipment

£
£
£
£
£



Cost


At 1 July 2022
44,976
16,571
251,666
16,646
428,448


Additions
-
-
162,802
8,809
3,168


Disposals
-
(16,571)
-
(3,802)
-



At 31 December 2023

44,976
-
414,468
21,653
431,616



Depreciation


At 1 July 2022
33,358
16,571
109,210
10,758
207,747


Charge for the period on owned assets
-
-
120,909
253
161,628


Disposals
-
(16,571)
-
-
-



At 31 December 2023

33,358
-
230,119
11,011
369,375



Net book value



At 31 December 2023
11,618
-
184,349
10,642
62,241



At 30 June 2022
11,618
-
142,456
5,888
220,701
Page 37

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)


Total

£



Cost


At 1 July 2022
758,307


Additions
174,779


Disposals
(20,373)



At 31 December 2023

912,713



Depreciation


At 1 July 2022
377,644


Charge for the period on owned assets
282,790


Disposals
(16,571)



At 31 December 2023

643,863



Net book value



At 31 December 2023
268,850



At 30 June 2022
380,663

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


31 December
30 June
2023
2022
£
£



Warehouse equipment
-
44,174

-
44,174

Page 38

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost


At 1 July 2022
836,784


Additions
9,555



At 31 December 2023
846,339




Page 39

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Ozbozz Limited
Building 7 Tobar, Eye Airfield Industrial Estate, Ipswich Road, Brome, Eye, Suffolk, IP23 8AW
Ordinary
100%
H Grossman Trading Limited*
3 Cambuslang Way, Gateway Office park, Glasgow, Scotland, G32 8ND
Ordinary
100%
One For Fun Limited*
3 Cambuslang Way, Gateway Office park, Glasgow, Scotland, G32 8ND
Ordinary
100%
One For Fun France SARL*
ZA due la Perdriere, 1 rue de la Porizi, 49500, Nyoiseau
Ordinary
100%
One For Fun Scandinavia AB*
Videvägen 5, 746 31 Bålsta, Sweden
Ordinary
100%
One For Fun (Hong Kong) Limited*
Room 1103B, 11th Floor, Tower 2, South Seas Centre, 75 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong
Ordinary
100%
One For Fun US LLC*
8 The Green, Suite F, Dover, 19901, United States of America
Ordinary
100%

* Denotes indirectly held subsidiaries.
Of the above subsidiaries, Ozbozz Limited (registered number 09631127) and H Grossman Trading Limited (registered number SC504915) are included in the consolidated financial statements and are entitled to, and have opted to take, exemption from the requirement for their individual accounts to be audited under Section 479A of the Companies Act 2006 relating to subsidiary companies.

Page 40

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Ozbozz Limited
(1,154,517)
(185,283)

H Grossman Trading Limited*
3,290,000
-

One For Fun Limited*
3,513,485
186,238

One For Fun France SARL*
54,170
32,921

One For Fun Scandinavia AB*
(7,160)
(59,361)

One For Fun (Hong Kong) Limited*
1,456,476
(417,179)

One For Fun US LLC*
(38,479)
(38,479)


17.


Stocks

Group
31 December
Group
30 June
2023
2022
£
£

Finished goods and goods for resale
4,388,639
6,170,899

4,388,639
6,170,899


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 £115,838 (2022: £473,068). 

Page 41

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

18.


Debtors

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
2,845,131
2,799,185

-
-
2,845,131
2,799,185


Group
31 December
Group
30 June
Company
31 December
Company
30 June
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors (see note 20)
4,562,333
5,885,842
-
-

Amounts owed by group undertakings
-
-
1,870,100
1,996,272

Other debtors
77,760
518,070
1,350
22,709

Called up share capital not paid
100
100
100
100

Prepayments and accrued income
955,731
909,809
-
-

Deferred taxation
124,094
274,962
42,010
72,475

5,720,018
7,588,783
1,913,560
2,091,556


The impairment credit recognised in profit or loss for the period in respect of bad and doubtful trade debts was £9,189 (2022: £11,291).


19.


Cash and cash equivalents

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
410,741
504,175
1,851
220

410,741
504,175
1,851
220


Page 42

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due within one year

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2023
2022
2023
2022
£
£
£
£

Bank loans
305,562
422,228
-
-

Trade creditors
1,189,907
1,889,883
4,320
-

Amounts owed to group undertakings
1,107,850
1,098,363
499,554
490,068

Deferred and contingent consideration
286,200
276,647
286,200
276,647

Corporation tax
4,846
18,469
-
-

Other taxation and social security
585,442
537,188
-
-

Obligations under finance lease and hire purchase contracts
-
8,780
-
-

Proceeds of factored debts
3,375,481
4,087,982
-
-

Other creditors
138,254
404,352
-
-

Accruals and deferred income
645,926
796,405
168,039
145,478

7,639,468
9,540,297
958,113
912,193


Disclosure of the terms and conditions attached to the non-equity shares is made in note 26.

The bank loans are secured by floating charges over all assets, property and undertakings of the Group. 
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.

Page 43

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

21.


Creditors: Amounts falling due after more than one year

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2023
2022
2023
2022
£
£
£
£

Bank loans
148,132
664,804
-
-

Amounts owed to group undertakings
163,786
158,619
-
-

Other creditors
-
192,963
-
-

Share capital treated as debt
2,000,000
2,000,000
2,000,000
2,000,000

2,311,918
3,016,386
2,000,000
2,000,000


Disclosure of the terms and conditions attached to the non-equity shares is made in note 26.

The bank loans are secured by floating charges over all assets, property and undertakings of the Group.
 
Obligations under finance leases and hire purchase contracts are secured upon the assets to which they relate.


22.


Loans


Analysis of the maturity of loans is given below:


Group
31 December
Group
30 June
2023
2022
£
£

Amounts falling due within one year

Bank loans
305,562
422,228

Amounts falling due 1-2 years

Bank loans
148,132
405,561

Amounts falling due 2-5 years

Bank loans
-
259,243


453,694
1,087,032


Page 44

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
31 December
Group
30 June
2023
2022
£
£

Within one year
-
8,780

-
8,780

Obligations under finance leases and hire purchase contracts are secured upon the assets to which they relate.


24.


Deferred taxation


Group



2023


£






At beginning of year
274,962


Charged to profit or loss
(150,868)



At end of year
124,094

Page 45

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
24.Deferred taxation (continued)

Company


2023


£






At beginning of year
72,475


Charged to profit or loss
(30,465)



At end of year
42,010

The deferred tax asset is made up as follows:

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
27,351
23,434
-
-

Tax losses carried forward
26,201
186,571
-
36,106

Other short term timing differences
70,542
64,957
42,010
36,369

124,094
274,962
42,010
72,475


25.


Provisions


Group



Dilapidation provision

£





At 1 July 2022
100,000


Charged to profit or loss
10,000


Released in period
(100,000)



At 31 December 2023
10,000

As part of the lease agreements for the premises in which the Group and company operates, there is an obligation to reinstate the properties to the required condition at the end of the agreement. As such, the Group and company has included a provision for the estimated costs in relation to these lease obligations.

Page 46

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

26.


Share capital

31 December
30 June
2023
2022
£
£
Shares classified as equity

Allotted, called up and partly paid



600 (2022 - 600) A Ordinary shares of £0.10 each
60
60
50 (2022 - 50) B1 Ordinary shares of £0.10 each
5
5
50 (2022 - 50) B2 Ordinary shares of £0.10 each
5
5
231 (2022 - 230) C Ordinary shares of £0.10 each
23
23
87 (2022 - 90) D Ordinary shares of £0.10 each
9
9

102

102

The Ordinary shares rank pari passu except with regards to the rights on return of capital. The rights on return of capital are such that capital would be returned first to B1 and B2 shareholders, and then the A shareholders and finally the C and D shareholders.

31 December
30 June
2023
2022
£
£
Shares classified as debt

Allotted, called up and fully paid



200,000 (2022 - 200,000) Preference shares of £10.00 each
2,000,000
2,000,000


The Preference shares carry the rights to attend, speak and vote at all general meetings of the Company and to receive and vote on proposed written resolutions of the Company.
The Preference shares entitle the holder to a fixed cumulative dividend of 11%. The preference shares are non-redeemable.
The rights as regards return of capital are such that capital would be returned first to preference shareholders before any other class of share.
In accordance with FRS 102, the Preference shares have therefore been treated as liabilities within creditors due after more than one year within these financial statements and any preference share dividends paid are disclosed as interest paid.

Page 47

 
ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

27.


Reserves

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

Capital redemption reserve

The capital redemption reserve contains the nominal value of own shares that have been acquired by the Company and cancelled.

Foreign exchange reserve

This reserve records the profit or loss that arises on consolidation of foreign entities.

Cash flow hedge reserve

The cash flow hedge reserve represents cumulative movements in the fair value of forward currency contracts.

Profit and loss account

The profit and loss reserve records the cumulative retained profits and losses of the Group.


28.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounts to £265,906 (2022: £159,136). At the period end the Group owed £182,167 (2022: £159,829) in respect of outstanding pension contributions.


29.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
31 December
Group
30 June
2023
2022
£
£

Not later than 1 year
395,364
492,013

Later than 1 year and not later than 5 years
1,302,642
1,808,245

Later than 5 years
502,698
658,625

2,200,704
2,958,883

The Company had no commitments under non-cancellable operating leases as at the reporting date.

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ONE FOR FUN INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

30.


Related party transactions

At the period end the Group owed £1,271,636 (2022: £1,256,982) to Merino Industries Limited, its ultimate parent company. Interest of £91,494 (2022: £75,712) was charged on this loan during the period and £163,786 (2022: £158,619) remained unpaid at the end of the period. 
Preference share dividends of £300,822 (2022: £202,192) were payable to Merino Industries Limited in the period. At the end of the period £492,054 (2022: £475,068) was outstanding in respect of these dividends.
During the period Merino Industries Limited charged the Group £112,500 (2022: £75,833) in respect of directors fees.


31.


Post balance sheet events

Since the year end the Group has taken out a short term loan of £800,000, repayable by 31 December 2024. 


32.


Controlling party

The Company is controlled by Merino Industries Limited, which is incorporated in England and Wales.
Merino Industries Limited is controlled by M E Colley. The registered office address is Golden Cross House, 8 Duncannon Street, London, WC2N 4JF.

 
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