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Registered number: 09892803









Seebeck 136 Limited









Annual Report and Financial Statements

For the Year Ended 31 October 2024

 
Seebeck 136 Limited
 
 
Company Information


Directors
A J Higginbotham 
A P Fewkes 




Company secretary
EMW Secretaries Limited



Registered number
09892803



Registered office
Unit 4 Gravelly Industrial Estate

Birmingham

B24 8HZ




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG




Bankers
HSBC UK Bank plc
130 New Street

Birmingham

B2 4JU





 
Seebeck 136 Limited
 

Contents



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditors' Report
 
7 - 10
Consolidated Statement of Comprehensive Income
 
11
Consolidated Balance Sheet
 
12
Company Balance Sheet
 
13
Consolidated Statement of Changes in Equity
 
14
Company Statement of Changes in Equity
 
15
Consolidated Statement of Cash Flows
 
16 - 17
Consolidated Analysis of Net Debt
 
17
Notes to the Financial Statements
 
18 - 42


 
Seebeck 136 Limited
 
 
Group Strategic Report
For the Year Ended 31 October 2024

Introduction
 
The directors present their Group Strategic Report and the financial statements for the year ended 31 October 2024.
Group
The Group’s principal activity during the year was the wholesale distribution and support of clinical equipment, lens edging machinery and ophthalmology technology to retail opticians, the NHS and eye clinics in the UK and Ireland. Irish distribution is through Birmingham Optical Ireland Ltd ('BOIL'), a wholly owned subsidiary of Seebeck 136 and established in 2021 purely to facilitate post Brexit sales to Irish customers.
Turnover and profitability in the financial year ended October 2024 was not impacted by any supply challenges. Lead times are ahead of pre-pandemic level across almost all product lines. The mix of service-related work increased significantly during the year as customers sought to extend the life of the product and defer replacement equipment purchases. This has a positive impact on margin, and negative impact on comparable sales against the previous year. Group turnover totalled £17.97m (2023: £18.65m). The Group has also witnessed growth in its gross margin percentage (from 43% in FY23 to 48% in FY24) through an improved blended foreign exchange rate against last year. The Group’s hedging policy will always result in a delayed benefit of the full in-year exchange movement.
Birmingham Optical Ireland Ltd (BOIL) remains a key strategic focus for the business and has witnessed increased profitability during the year, though the revenue has remained static. With costs well controlled, the benefit was derived through the margin – a reflection of a higher mix of service revenue, medical sales and an improved exchange rate against the prior year.
Administrative expenses plus Distribution costs have fallen against the prior year by 4% (down by £244k to £6.6m) through our continual focus on our cost controls. This fall in costs is satisfying, given the Group experienced continued price increases in many categories of costs. The Group has eliminated non-customer value adding activity to help reduce the cost base, yet maintained its exceptional customer service levels. This has all been achieved through a continual learning approach to its cost base, ensuring we can protect our customers from any unnecessary costs to serve. 
 
Group operating profit of just over £1.9m is higher than the prior year (2023: £0.9m) and demonstrates a level of success the strategic pathways are delivering. This has been achieved despite a small drop in group turnover. The interest charges arise from the way the Group's main trading subsidiary, Birmingham Optical Group Limited, is financed through an external loan, and these have dropped slightly year on year (£821k in 2023, £779k in 2024) but remain a considerable cost for the Group to cover.
The directors are delighted to see the Group achieve a consolidated profit, before taxation, of £1.2m (2023: £115k). Group EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) increased from £1.7m in 2022/23 to £2.6m in 2023/24. EBITDAE (Earnings before Interest, Tax, Depreciation, Amortisation and Exceptional items) has increased from £1.9m to £2.6m.
Total comprehensive income for the year totalled £1m, and this has led to the Group's net liabilities falling from £2.6m at 31 October 2023 to £1.6m at 31 October 2024. Net current assets totalled £0.4m at 31 October 2024 (2023: £4.3m net current liabilities).

Page 1

 
Seebeck 136 Limited
 

Group Strategic Report (continued)
For the Year Ended 31 October 2024

FY25 trading
 
The Group is expecting a stronger performance in the coming year, with new products, new markets and existing products to new markets, driving the initiatives during the year across the medical and optical divisions and with it the sense of optimism for 2024/25. Whilst the macro-economics within the UK will cause a degree of caution, we are confident that with the equipment and/ or service proposition we have a solution that could meet any customers’ needs, budget or vision. 
 
The continued strength of GBP versus JPY means GM% is expected to remain above prior year levels, offsetting continued supplier inflationary price increases. The Gross Margin is also expected to improve due to the mix of Medical and Services sales. We will also continue to focus on our cost base and stock controls throughout the year.
 
The order pipeline remains buoyant, giving management confidence for the near future and beyond. 
Principal risks and uncertainties
The principal risks and uncertainties facing the Group are broadly grouped as competitive and financial instrument risk.
Competitive risks
The Group operates in a highly competitive market and manages to remain competitive by providing value added services, having fast response times, and maintaining strong relationships with its customers. In addition, the strength of the business is underpinned by the strong relationship with key suppliers from around the world providing premium products in all market sectors. 
Interest rate risks
The loans used to fund the Group’s operations are fixed, thereby reducing any exposure to macro economic effects.
Inflation risks
Cost price inflation has been high as these accounts are finalised, with pressure on energy costs, expenses and goods for resale. However, the Group attempts to counter any increases through a continual lean approach to all existing processes. In 2025, the Group will launch its carbon target plan as it continues to work on energy efficient projects and initiatives.
 
Expenses and wage inflation is being managed through careful cost management, with annual staff pay reviews striving to balance the opposing pressures of cost inflation and staff retention. 
Financial instrument risks
The Group takes a very pro-active view to minimise exchange fluctuations on account of its global supplier relationships.
Use of derivatives
The Group has established a foreign exchange committee of senior executives to evaluate the strategic Forex policy on a quarterly basis. The committee has a variety of tools at its disposal to balance the existing and emerging risks against the Group’s attitude towards the identified risks. The principal financial risk is foreign currency movement as the majority of the Group’s supplies are secured in Japanese Yen.   

Page 2

 
Seebeck 136 Limited
 

Group Strategic Report (continued)
For the Year Ended 31 October 2024

Exposure to credit, liquidity and cash flow risk
 
Credit risk is the risk that one party to a financial instrument will cause financial loss for that other party by failing to discharge an obligation. 
Group policies are aimed at minimising such losses and require that deferred terms be only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. 
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. 
The Group aims to mitigate liquidity risk by managing cash generation by its operations and applying cash collection targets. 
Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability. 
The Group manages this risk, where significant, by use of derivatives as explained above. 

Financial key performance indicators
 
The Group's financial KPIs focus on a number of critical areas. Gross margin and EBITDA remain the major factors in shaping the future success of the business and are referred to in the Business review above. 
Business liquidity runs in parallel with margins and is closely monitored through both debtor and creditor management. 
Other financial KPIs are as follows: 
-  Working capital analysis 
-  Cash flow forecasting 
-  Review of turnover: actual v forecast 
-  Analysis of overhead expenditure: actual v forecast 

Other key performance indicators
 
Non financial key performance indicators are numerous but centre on the following: 
-  Health & Safety, including accidents and sick leave. Results remain in line with the previous year and show nil    accidents reported in the last 12 months, whilst recorded absence remains low.
- Employee workforce management, including productivity measures around breakdowns and installations, witnessed   a swing in volume from installation towards breakdown as customers extended the life of equipment.
- Customer feedback meaures, rating each interaction between our team and the customer store staff remain     consistently high at 9/10 and in line with previous years.
-   Service Level Agreement dashboards, reporting how well the Group responds to agreed response times are     monitored monthly with our customers, and the Group is delighted to report a high level of adherence to the agreed   thresholds.


This report was approved by the board and signed on its behalf.


A P Fewkes
Director

Date: 14 February 2025

Page 3

 
Seebeck 136 Limited
 
 
 
Directors' Report
For the Year Ended 31 October 2024

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

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.

Results and dividends

The profit for the year, after taxation, amounted to £812,957 (2023 - loss £35,478).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

A J Higginbotham 
A P Fewkes 

Page 4

 
Seebeck 136 Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 October 2024

Going concern, including future developments

Group
The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis on which the directors have reached their conclusion.
The Group has net liabilities of £1,613,593 at 31 October 2024 (2023: £2,598,843) and net current assets totalling £381,844 (2023: Net current liabilities £4,285,867).
Loan covenant compliance
The Group was fully compliant with the Loan covenants for the year ended 31 October 2024.
FY25 trading
The Group is expecting a stronger performance in the coming year, with new products, new markets and existing products to new markets, driving the initiatives during the year across the medical and optical divisions and with it the sense of optimism for 2024/25. Whilst the macro-economics within the UK will cause a degree of caution, we are confident that with the equipment and/ or service proposition we have a solution that could meet any customers’ needs, budget or vision. 
 
The continued strength of GBP versus JPY means GM% is expected to remain above prior year levels, offsetting continued supplier inflationary price increases. The Gross Margin is also expected to improve due to the mix of Medical and Services sales. We will also continue to focus on our cost base and stock controls throughout the year.
 
The order pipeline remains buoyant, giving management confidence for the near future and beyond. 
Future Developments
We are working with suppliers to connect the visions of our customers who are looking for innovative thinking to help solve new and old challenges, as the UK seeks to take care of an ageing population.
Streamlining and outsourcing will continue to add operational efficiencies and are helping to mitigate upwards inflationary pressures. Operational efficiencies remain central to business priorities, with considerable focus and investment in digital transformation of our business systems and processes. This focus is enabling continued growth without significant step changes in overhead costs, and sets the business up well for the future.  
Management has prepared forecasts (including cashflow) which cover the period to 31 October 2026. The forecasts indicates that the Group will be able to meet its liabilities as they fall due in the next 12 months and beyond.
Company
The Company relies on financial support from its main trading subsidiary, Birmingham Optical Group Limited, to enable it to continue operating and meet its liabilities as they fall due. Such financial support is confirmed by the subsidiary undertaking and management therefore considers it appropriate to prepare the financial statements on a going concern basis.

Research and development activities

The Group's activities in the field of Research and Development are primarily focused on Development of third party research into saleable products and services.  These include data conversion and new products to facilitate remote eye care.  Additionally, internal developments in business platforms and systems have been undertaken in the year. 

Page 5

 
Seebeck 136 Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 October 2024

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.

Auditors

The auditorsHurst Accountants Limitedwill 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.
 


A P Fewkes
Director

Date: 14 February 2025

Page 6

 
Seebeck 136 Limited
 
 
 
Independent Auditors' Report to the Members of Seebeck 136 Limited
 

Opinion


We have audited the financial statements of Seebeck 136 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 October 2024, 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 October 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.


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.


Page 7

 
Seebeck 136 Limited
 
 
 
Independent Auditors' Report to the Members of Seebeck 136 Limited (continued)


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 year 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.


Responsibilities of directors
 

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 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.


Page 8

 
Seebeck 136 Limited
 
 
 
Independent Auditors' Report to the Members of Seebeck 136 Limited (continued)


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:

The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's:
• Understanding of, and practical experience with audit engagements of a similar nature and complexity through    appropriate training and participation;    
• Knowledge of the industry in which the entity operates;
• Understanding of the legal and regulatory requirements specific to the entity.
We identify and assess the risks of material misstatement of the financial statements whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector in which the Group operates; the control environment and business     performance including key drivers for directors' remuneration, bonus levels and performance targets.
• The outcome of enquiries of management, including whether management was aware of any instances of non-   compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged   fraud. 
• Supporting documentation relating to the Group's policies and procedures for:
    - Identifying, evaluating, and complying with laws and regulations
    - Detecting and responding to the risks of fraud
• The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the    financial statements and any potential indicators of fraud.
• The legal and regulatory framework in which the Group operates, particularly those laws and regulations which    have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or    which had a fundamental effect on the operations of the Group, including General Data Protection requirements,    and Anti-bribery and Corruption.
 
Page 9

 
Seebeck 136 Limited
 
 
 
Independent Auditors' Report to the Members of Seebeck 136 Limited (continued)


Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with    the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
• Discussions with management, including consideration of known or suspected instances of non-compliance with    laws and regulations and fraud.
• Evaluation of management’s controls designed to prevent and detect irregularities.
• Enquiring of management about any actual and potential litigation and claims.
• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of    material misstatement due to fraud.
We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to    identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or   error.
• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the    judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of    business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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 Glover (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

14 February 2025
Page 10

 
Seebeck 136 Limited
 
 
Consolidated Statement of Comprehensive Income
For the Year Ended 31 October 2024

2024
2023
Note
£
£

  

Turnover
 4 
17,967,754
18,645,224

Cost of sales
  
(9,400,034)
(10,658,646)

Gross profit
  
8,567,720
7,986,578

Distribution costs
  
(2,477,433)
(2,419,510)

Administrative expenses
  
(4,153,943)
(4,456,199)

Exceptional administrative expenses
  
-
(179,796)

Operating profit
 5 
1,936,344
931,073

Interest receivable and similar income
 9 
2,052
5,134

Interest payable and similar expenses
 10 
(779,014)
(821,191)

Profit before taxation
  
1,159,382
115,016

Tax on profit
 11 
(346,425)
(150,494)

Profit/(loss) for the financial year
  
812,957
(35,478)

  

Currency translation differences
  
(250)
469

Fair value profits/(losses) on forward currency contracts
  
-
(172,543)

Transfer from cashflow hedge reserve to profit and loss account
  
172,543
33,001

Other comprehensive income/(deficit) for the year
  
172,293
(139,073)

Total comprehensive income/(deficit) for the year
  
985,250
(174,551)

  

The notes on pages 18 to 42 form part of these financial statements.

Page 11

 
Seebeck 136 Limited
Registered number: 09892803

Consolidated Balance Sheet
As at 31 October 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
719,968
1,101,039

Tangible assets
 14 
630,819
867,011

  
1,350,787
1,968,050

Current assets
  

Stocks
 16 
2,369,258
3,401,594

Debtors: amounts falling due after more than one year
 17 
149,300
223,950

Debtors: amounts falling due within one year
 17 
2,536,452
2,331,766

Cash at bank and in hand
 18 
690,513
407,687

  
5,745,523
6,364,997

Creditors: amounts falling due within one year
 19 
(5,363,679)
(10,650,864)

Net current assets/(liabilities)
  
 
 
381,844
 
 
(4,285,867)

Total assets less current liabilities
  
1,732,631
(2,317,817)

Creditors: amounts falling due after more than one year
 20 
(3,279,440)
(191,136)

Provisions for liabilities
  

Deferred taxation
 23 
(66,784)
(89,890)

Net liabilities
  
(1,613,593)
(2,598,843)


Capital and reserves
  

Called up share capital 
 24 
500,002
500,002

Capital redemption reserve
 25 
3
3

Cashflow hedge reserve
 25 
-
(172,543)

Profit and loss account
 25 
(2,113,598)
(2,926,305)

Equity attributable to owners of the parent Company
  
(1,613,593)
(2,598,843)


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

A P Fewkes
Director

Date: 14 February 2025

The notes on pages 18 to 42 form part of these financial statements.

Page 12

 
Seebeck 136 Limited
Registered number: 09892803

Company Balance Sheet
As at 31 October 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
3,994,803
3,994,803

  
3,994,803
3,994,803

Current assets
  

Debtors: amounts falling due within one year
 17 
1,825,100
1,825,100

Cash at bank and in hand
 18 
186
186

  
1,825,286
1,825,286

Creditors: amounts falling due within one year
 19 
(4,632,428)
(4,632,428)

Net current liabilities
  
 
 
(2,807,142)
 
 
(2,807,142)

Total assets less current liabilities
  
1,187,661
1,187,661

  

  

Net assets
  
1,187,661
1,187,661


Capital and reserves
  

Called up share capital 
 24 
500,002
500,002

Capital redemption reserve
 25 
3
3

Profit and loss account brought forward
  
687,656
687,656

Profit for the year
  
-
-

Profit and loss account carried forward
  
687,656
687,656

  
1,187,661
1,187,661


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

A P Fewkes
Director

Date: 14 February 2025

The notes on pages 18 to 42 form part of these financial statements.

Page 13

 
Seebeck 136 Limited
 

Consolidated Statement of Changes in Equity
For the Year Ended 31 October 2024


Called up share capital
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 November 2023
500,002
3
(172,543)
(2,926,305)
(2,598,843)


Comprehensive income for the year

Profit for the year

-
-
-
812,957
812,957

Currency translation differences
-
-
-
(250)
(250)

Transfer from cashflow hedge reserve to profit and loss account
-
-
172,543
-
172,543


Other comprehensive income for the year
-
-
172,543
(250)
172,293


Total comprehensive income for the year
-
-
172,543
812,707
985,250


At 31 October 2024
500,002
3
-
(2,113,598)
(1,613,593)



Consolidated Statement of Changes in Equity
For the Year Ended 31 October 2023


Called up share capital
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 November 2022
500,002
3
(33,001)
(2,891,296)
(2,424,292)


Comprehensive income for the year

Loss for the year

-
-
-
(35,478)
(35,478)

Currency translation differences
-
-
-
469
469

Fair value gains/(losses) on forward currency contract
-
-
(172,543)
-
(172,543)

Transfer from cashflow hedge reserve to profit and loss account
-
-
33,001
-
33,001


Other comprehensive income for the year
-
-
(139,542)
469
(139,073)


Total comprehensive income/(deficit) for the year
-
-
(139,542)
(35,009)
(174,551)


At 31 October 2023
500,002
3
(172,543)
(2,926,305)
(2,598,843)


The notes on pages 18 to 42 form part of these financial statements.

Page 14

 
Seebeck 136 Limited
 

Company Statement of Changes in Equity
For the Year Ended 31 October 2024


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

£
£
£
£

At 1 November 2023
500,002
3
687,656
1,187,661

Profit for the year
-
-
-
-
Total comprehensive income for the year
-
-
-
-


At 31 October 2024
500,002
3
687,656
1,187,661


The notes on pages 18 to 42 form part of these financial statements.


Company Statement of Changes in Equity
For the Year Ended 31 October 2023


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

£
£
£
£

At 1 November 2022
500,002
3
687,656
1,187,661

Profit for the year
-
-
-
-
Total comprehensive income for the year
-
-
-
-


At 31 October 2023
500,002
3
687,656
1,187,661


The notes on pages 18 to 42 form part of these financial statements.

Page 15

 
Seebeck 136 Limited
 

Consolidated Statement of Cash Flows
For the Year Ended 31 October 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
812,957
(35,478)

Adjustments for:

Amortisation of intangible assets
429,071
412,558

Depreciation of tangible assets
270,526
349,582

Profit on disposal of tangible assets
(34,596)
-

Interest payable
779,014
821,191

Interest receivable
(2,052)
(5,134)

Taxation charge
346,425
150,494

Decrease/(increase) in stocks
1,032,336
(477,900)

Increase in debtors
(130,036)
(180,740)

Decrease in creditors
(955,247)
(793,639)

Corporation tax paid
-
(4,460)

Net cash generated from operating activities

2,548,398
236,474


Cash flows from investing activities

Purchase of intangible fixed assets
(48,000)
(93,482)

Purchase of tangible fixed assets
(34,832)
(57,984)

Sale of tangible fixed assets
35,094
449,674

Interest received
2,052
5,134

HP interest paid
(24,452)
(173,319)

Net cash from investing activities

(70,138)
130,023

Cash flows from financing activities

Repayment of loans
-
(4,624,912)

Other new loans
1,150,000
5,600,000

Repayment of other loans
(2,336,840)
-

Repayment of finance leases
(33,460)
(708,619)

Interest paid
(696,327)
(647,872)

Net cash used in financing activities
(1,916,627)
(381,403)

Net increase/(decrease) in cash and cash equivalents
561,633
(14,906)

Cash and cash equivalents at beginning of year
126,204
141,110

Cash and cash equivalents at the end of year
687,837
126,204
Page 16

 
Seebeck 136 Limited
 

Consolidated Statement of Cash Flows (continued)
For the Year Ended 31 October 2024


2024
2023

£
£



Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
690,513
407,687

Bank overdrafts
(2,676)
(281,483)

687,837
126,204



Consolidated Analysis of Net Debt
For the Year Ended 31 October 2024





At 1 November 2023
Cash flows
Other non-cash changes
At 31 October 2024
£

£

£

£

Cash at bank and in hand

407,687

282,826

-

690,513

Bank overdrafts

(281,483)

278,807

-

(2,676)

Debt due after 1 year

(171,420)

-

(3,108,020)

(3,279,440)

Debt due within 1 year

(4,979,144)

1,186,840

3,108,020

(684,284)

Finance leases

(52,640)

33,460

-

(19,180)


(5,077,000)
1,781,933
-
(3,295,067)

The notes on pages 18 to 42 form part of these financial statements.

Page 17

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

1.


General information

Seebeck 136 Limited is a private company limited by shares and incorporated in England and Wales, company number 09892803. The address of the registered office and principal place of business is Unit 4, Gravelly Industrial Estate, Birmingham, B24 8HZ.
The Group's principal activity is the wholesale distribution and support of edger machinery and clinical equipment to retail opticians in the UK and Ireland. The nature of the Company's operation and principal activity is that of a holding company.

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.

Parent Company disclosure exemptions

In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
No Statement of Cash Flows has been presented for the parent Company;

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 Balance Sheet, 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.

Page 18

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.3

Going concern

Group
The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis on which the directors have reached their conclusion.
The Group has net liabilities of £1,613,593 at 31 October 2024 (2023: £2,598,843) and net current assets totalling £381,844 (2023: Net current liabilities £4,285,867).
Loan covenant compliance
The Group was fully compliant with the Loan covenants for the year ended 31 October 2024.
FY25 trading
The Group is expecting a stronger performance in the coming year, with new products, new markets and existing products to new markets, driving the initiatives during the year across the medical and optical divisions and with it the sense of optimism for 2024/25. Whilst the macro-economics within the UK will cause a degree of caution, we are confident that with the equipment and/ or service proposition we have a solution that could meet any customers’ needs, budget or vision. 
 
The continued strength of GBP versus JPY means GM% is expected to remain above prior year levels, offsetting continued supplier inflationary price increases. The Gross Margin is also expected to improve due to the mix of Medical and Services sales. We will also continue to focus on our cost base and stock controls throughout the year.
 
The order pipeline remains buoyant, giving management confidence for the near future and beyond. 
Future Developments
We are working with suppliers to connect the visions of our customers who are looking for innovative thinking to help solve new and old challenges, as the UK seeks to take care of an ageing population.
Streamlining and outsourcing will continue to add operational efficiencies and are helping to mitigate upwards inflationary pressures. Operational efficiencies remain central to business priorities, with considerable focus and investment in digital transformation of our business systems and processes. This focus is enabling continued growth without significant step changes in overhead costs, and sets the business up well for the future.  
Management has prepared forecasts (including cashflow) which cover the period to 31 October 2026. The forecasts indicates that the Group will be able to meet its liabilities as they fall due in the next 12 months and beyond.
Company
The Company relies on financial support from its main trading subsidiary, Birmingham Optical Group Limited, to enable it to continue operating and meet its liabilities as they fall due. Such financial support is confirmed by the subsidiary undertaking and management therefore considers it appropriate to prepare the financial statements on a going concern basis.

Page 19

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

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 resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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.

Page 20

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
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.

Specifically, revenue is recognised upon despatch of goods, unless the transaction is a Bill and hold sale.
Bill and hold sales, in which delivery is delayed at the buyer’s request but the buyer takes title and accepts billing
In these circumstances, revenue is recognised by the Company when the buyer takes title, provided that the following conditions are satisfied:
(a) it is probable that delivery will be made;
(b) the item is on hand, identified and ready for delivery to the buyer at the time the sale is recognised;
(c) the buyer specifically acknowledges the deferred delivery instructions; and
(d) the usual payment terms apply.
Revenue is not recognised when there is simply an intention to acquire or manufacture the goods in time for delivery.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
•  the amount of revenue can be measured reliably;
•  it is probable that the Company will receive the consideration due under the contract;
•  the stage of completion of the contract at the end of the reporting period can be measured reliably; and
•  the costs incurred and the costs to complete the contract can be measured reliably.
Rental of equipment
Revenue from a contract to provide equipment under the terms of a rental contract is recognised on a straight-line basis over the lease term.

Page 21

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.7

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.9

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.

 
2.10

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.

Page 22

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.12

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.

 
2.13

Current and deferred taxation

The tax expense for the year 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.

 
2.14

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 23

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.15

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 of 10 years.

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.

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 life of the software, website and product development is 5 years.  

 
2.16

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.

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.

The estimated useful lives range as follows:

Leasehold improvements
-
10 years
Plant and machinery
-
10 years
Fixtures and fittings
-
5-10 years
Computer equipment
-
5-10 years
Other fixed assets
-
Over the lease term (2-5 years)

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.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 24

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.18

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 weighted average basis. Finished goods include attributable overheads.

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.

 
2.19

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.

 
2.20

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. 

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.

 
2.21

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.

 
2.22

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 25

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.23

Financial instruments

With the exception of forward currency contracts, the Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one
Page 26

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)


2.23
Financial instruments (continued)

year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.24

Hedge accounting

Derivatives, including forward exchange contracts, are not classified as basic financial instruments. The Group uses foreign currency forward contracts to manage its exposure to cash flow risk on its future foreign currency stock purchases. 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. Any ineffective portions of those movements are recognised in profit or loss for the year.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires the Directors to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. Actual outcomes may differ from these judgements, estimates and assumptions.
The Directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amount of the assets and liabilities within the next financial year.

Page 27

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

4.


Turnover

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


2024
2023
£
£

Wholesale distribution and support of lenses, machinery and clinical equipment to retail opticians
17,920,467
18,614,988

Rental of equipment
47,287
30,236

17,967,754
18,645,224


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
16,859,699
17,726,906

Rest of Europe
1,108,055
918,318

17,967,754
18,645,224



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
270,526
349,582

Amortisation of intangible assets, including goodwill
429,071
412,558

Exchange differences
152,266
432,593

Operating lease rentals
378,188
245,951

Page 28

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
38,875
37,750

Fees payable to the Company's auditors for the audit of the prior year consolidated and parent Company's financial statements
10,000
8,250

Other services

Taxation compliance services
-
935

Taxation advisory services
795
6,675

Corporate finance services
-
163,199

All other non-audit services not included above
500
29,150


7.


Employees

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


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
3,166,492
3,011,983
-
-

Social security costs
409,197
355,348
-
-

Cost of defined contribution scheme
89,043
68,026
-
-

3,664,732
3,435,357
-
-


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Administration
14
12
-
-



Engineers
35
31
-
-



Sales and service clerical
11
19
-
-



Warehouse and Distribution
8
7
-
-



Directors
2
2
2
2

70
71
2
2

Page 29

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
422,421
421,454

Group contributions to defined contribution pension schemes
20,821
14,779

443,242
436,233


During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £224,352 (2023 - £223,939).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023 - £13,458).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
2,052
5,134


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
12,150
16,211

Other loan interest payable
621,428
484,401

Finance leases and hire purchase contracts
24,452
173,319

Other interest payable
120,984
147,260

779,014
821,191

Page 30

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
364,566
66,380


364,566
66,380

Foreign tax


Foreign tax on income for the year
4,965
367

4,965
367

Total current tax
369,531
66,747

Deferred tax


Origination and reversal of timing differences
(23,106)
83,747

Total deferred tax
(23,106)
83,747


Taxation on profit on ordinary activities
346,425
150,494

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
1,159,382
115,016


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
289,846
28,754

Effects of:


Non-tax deductible amortisation of goodwill and impairment
83,900
83,900

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
5,790
13,164

Utilisation of tax losses
(9,931)
(85,339)

Lower rate taxes on overseas earnings
(14,844)
-

Fixed asset differences
(8,387)
83,747

Other differences leading to an increase/(decrease) in the tax charge
51
26,268

Total tax charge for the year
346,425
150,494

Page 31

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024
 
11.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Exceptional items

2024
2023
£
£


Costs associated with refinancing
-
173,121

Strategic advice
-
6,675

-
179,796

Refinancing fees
During the prior year, the Company's main trading subsidiary refinanced from the CBILS to a more standard term loan. One-off costs associated with terminating the previous facility and refinancing were incurred totalling £173,121.
Strategic advice
During the prior year, costs totalling £6,675 were incurred in relation to specific strategic advice.

Page 32

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

13.


Intangible assets

Group





Product development
Trademarks
Computer software
Goodwill
Total

£
£
£
£
£



Cost


At 1 November 2023
108,514
77,346
281,489
3,356,011
3,823,360


Additions
-
-
48,000
-
48,000



At 31 October 2024

108,514
77,346
329,489
3,356,011
3,871,360



Amortisation


At 1 November 2023
25,855
19,065
48,526
2,628,875
2,722,321


Charge for the year
21,703
15,469
56,298
335,601
429,071



At 31 October 2024

47,558
34,534
104,824
2,964,476
3,151,392



Net book value



At 31 October 2024
60,956
42,812
224,665
391,535
719,968



At 31 October 2023
82,659
58,281
232,963
727,136
1,101,039


Amortisation of intangible assets is included in administrative expenses.
Goodwill which arose upon the acquisition by the company of Seckloe 270 Limited and its indirectly held trading subsidiary, Birmingham Optical Group Limited, has a carrying value of £391,535 and a remaining amortisation period of 14 months.
No impairment losses on intangible assets have been recognised in the Statement of Comprehensive Income during
the year.


Page 33

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

14.


Tangible fixed assets

Group






Leasehold improvements
Plant and machinery
Fixtures and fittings
Computer equipment
Other fixed assets
Total

£
£
£
£
£
£



Cost or valuation


At 1 November 2023
335,387
414,527
86,773
371,828
782,933
1,991,448


Additions
-
-
-
599
34,233
34,832


Disposals
-
-
-
-
(37,515)
(37,515)



At 31 October 2024

335,387
414,527
86,773
372,427
779,651
1,988,765



Depreciation


At 1 November 2023
150,599
185,948
8,494
283,274
496,122
1,124,437


Charge for the year
33,539
41,453
8,678
35,238
151,618
270,526


Disposals
-
-
-
-
(37,017)
(37,017)



At 31 October 2024

184,138
227,401
17,172
318,512
610,723
1,357,946



Net book value



At 31 October 2024
151,249
187,126
69,601
53,915
168,928
630,819



At 31 October 2023
184,788
228,579
78,279
88,554
286,811
867,011

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


2024
2023
£
£



Optical equipment - sale and leaseback arrangement
168,928
286,811

Page 34

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost 


At 1 November 2023
3,994,803



At 31 October 2024
3,994,803





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Seckloe 270 Limited
Holding company
Ordinary
100%
Birmingham Optical Group Limited (A)
Optical products distribution
Ordinary
100%
Birmingham Optical Ireland Limited
Optical products distribution
Ordinary
100%

A - Held by Seckloe 270 Limited
Seckloe 270 Limited and Birmingham Optical Group Limited have the same registered office as the Company.
The registered office of Birmingham Optical Ireland Limited is 25 Herbery Place, Dublin 2, Dublin, D02 AY86.


16.


Stocks

Group
Group
2024
2023
£
£

Finished goods and goods for resale
2,369,258
3,401,594


The carrying value of stocks are stated net of impairment losses totalling £213,388 (2023 - £108,888). Impairment losses totalling  £104,500 (2023 - £41,145) were recognised in profit and loss.

Page 35

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Trade debtors
149,300
223,950
-
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
1,809,136
1,590,729
-
-

Amounts owed by group undertakings
-
-
1,600,100
1,600,100

Other debtors
263,102
229,134
225,000
225,000

Prepayments and accrued income
464,214
511,903
-
-

2,536,452
2,331,766
1,825,100
1,825,100


Amounts owed to the Company by group undertakings are interest-free, unsecured and repayable on demand.


18.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
690,513
407,687
186
186

Less: bank overdrafts
(2,676)
(281,483)
-
-

687,837
126,204
186
186


Page 36

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
2,676
281,483
-
-

Other loans
684,284
4,979,144
-
-

Trade creditors
3,074,737
3,706,118
-
-

Amounts owed to group undertakings
-
-
4,632,428
4,632,428

Corporation tax
436,976
66,380
-
-

Other taxation and social security
602,635
785,025
-
-

Obligations under finance lease and hire purchase contracts
19,180
32,924
-
-

Other creditors
25,123
11,946
-
-

Accruals and deferred income
518,068
615,301
-
-

Financial instruments
-
172,543
-
-

5,363,679
10,650,864
4,632,428
4,632,428


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

The other loan is secured with a fixed and floating charge over the assets of the company.
Amounts owed by the Company to group undertakings are interest-free, unsecured and payable on demand.


20.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Other loans
3,108,020
-

Net obligations under finance leases and hire purchase contracts
-
19,716

Share capital treated as debt
171,420
171,420

3,279,440
191,136


Disclosure of the terms and conditions attached to the non-equity shares is made in note 24.

Obligations under finance lease and hire purchase contracts are secured on the assets to which they relate. 
The other loan is secured with a fixed and floating charge over the assets of the company.

Page 37

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Other loans
684,284
4,979,144


684,284
4,979,144

Amounts falling due 1-2 years

Other loans
752,198
-

Amounts falling due 2-5 years

Other loans
2,355,822
-


3,792,304
4,979,144


Term facilities
In the first quarter of the prior year, existing loans (including a £5m CBILS bank loan, of which £3,615,930 was outstanding at 31 October 2022) were refinanced into other loans totalling £4,700,000, secured against the assets of the business. The £3,600,000 term loan facility is repayable over 5 years in equal instalments, with interest being charged at 9.5% per annum. The £1,100,000 interest only term loan facility is due to be repaid in March 2028, with quarterly interest payments due over the term at a rate of 9.5% per annum. The total amount outstanding on the term loan at 31 October 2024 was £3,792,304 (2023: £4,412,478).
Disclosure
At the prior year end, the Group's UK trading subsidiary had a technical breach of a loan covenant, making the entirety of the term facility loans (amounting to £4,412,478) theoretically payable on demand in accordance with the terms and conditions of the loan agreement. Subsequent to the 31 October 2023 year end, the Bank waived the breach relating to the year ended 31 October 2023. The Group has been fully compliant with the loan covenants for the year ended 31 October 2024.
Other loans
In August 2023, two loan arrangements were entered into for £250,000 each, which were repayable over 3 months in equal instalments with interest being charged at 6.3%. 
In October 2023, two loan agreements were entered into for £200,000 each which were repayable over 6 months in equal instalments with interest being charged at 10%.
These other loans totalled £566,666 at 31 October 2023 and were repaid during the year ended 31 October 2024.

Page 38

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
28,379
37,162

Between 1-5 years
-
28,379

28,379
65,541


23.


Deferred taxation


Group



2024


£






Liability at beginning of year
(89,890)


Credited to profit or loss
23,106



Liability at end of year
(66,784)

Company


2024





At beginning of year
-


Charged to profit or loss
-



At end of year
-
The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
(72,894)
(92,802)

Pension surplus
6,110
2,912

(66,784)
(89,890)

Page 39

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

24.


Share capital

2024
2023
£
£
Shares classified as equity

Allotted, called up and fully paid



100,000 Ordinary B shares of £1.00 each
100,000
100,000
75,000 Ordinary C shares of £1.00 each
75,000
75,000
325,000 Ordinary D shares of £1.00 each
325,000
325,000
2 Ordinary F shares of £1.00 each
2
2

500,002

500,002

Share rights
The A, B and C Ordinary shares have attached to them full voting, dividend and capital distribution rights; they do not confer any rights of redemption. The D Ordinary shares have the rights except for not having full voting rights, as they are not fully paid.
The F Ordinary shares are non-voting. They carry dividend and capital distribution rights as set out in Article 10 of the Company's articles of association; they do not confer any rights of redemption.
The preference shares are accounted for in the balance sheet of the subsidiary undertaking, Seckloe 270 Limited, and classified as debt. They have attached to them specific capital distribution rights (on a return of assets on liquidation or capital reduction, or otherwise, in Seckloe 270 Limited only) and rights of redemption in Seckloe 270 Limited, but no dividend or voting rights in that company.

2024
2023
£
£
Shares classified as debt

Allotted, called up and fully paid



171,420 (2023 - 171,420) Preference shares shown as debt shares of £1.00 each
171,420
171,420



25.


Reserves

Capital redemption reserve
The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares.
Cashflow hedge reserve
The cashflow hedge reserve includes all gains and losses made on forward contracts.
Profit and loss account
Profit and loss account includes all current retained profit and losses.

Page 40

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

26.


Share-based payments

1) On 6 April 2018, the Company granted EMI share options to key management personnel of Birmingham Optical Group Limited in respect of 225,000 Ordinary D shares which the Employee Benefit Trust holds in the capital of the Company. 100,000 options were exercisable after 3 months and 125,000 options are exercisable on exit.
The options lapse in the following circumstances:
- If the optionholder ceases to be an employee of the Company;
- On the tenth anniversary of the option agreement.
100,000 of the options have lapsed, and none of the options have been exercised at the balance sheet date.
2) On 15 May 2024, the Company granted EMI share options to key management personnel of Birmingham Optical Group Limited in respect of 128,716 Ordinary D shares which the Employee Benefit Trust holds in the capital of the Company. All 128,716 options are exercisable on exit.
The options lapse in the following circumstances:
- If the optionholder ceases to be an employee of the Company;
- On the tenth anniversary of the option grant date.
None of the options have been exercised at the balance sheet date. 
In each case above, the fair value of the options was measured by using the Black-Scholes option pricing model.  The equity-settled share-based payment expense is assessed to be immaterial by management in each case, and has not been accounted for.

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

0.96

125,000

0.96
 
125,000
 
Granted during the year

4.16

128,716

 
-
 
Outstanding at the end of the year
2.58

253,716

0.96
 
125,000
 

2024
2023

Option pricing model used


Black Scholes

Black-Scholes
 
Weighted average share price (pence)


1) 0.96 and 
2) 4.16

0.96
 
Exercise price (pence)


1) 0.96 and 
2) 4.16

0.96
 
Expected volatility


20%

20%
 
Expected dividend growth rate


Nil

Nil
 
Risk-free interest rate


1) 1.44% and
2) 4.21%

1.44%
 

2024
2023
£
£


Equity-settled schemes
-
-

Page 41

 
Seebeck 136 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

27.


Contingent liabilities

A guarantee exists in favour of a supplier for £50,000 (2023: £50,000).
A guarantee exists in favour of HM Revenue & Customs for £20,000 (2023: £20,000).


28.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £89,043 (2023 - £68,026) . Contributions totalling £24,439 (2023 - £11,646) were payable to the fund at the balance sheet date and are included in creditors.


29.


Commitments under operating leases

At 31 October 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Land and Buildings

Not later than 1 year
145,000
114,000

Later than 1 year and not later than 5 years
336,000
418,000

481,000
532,000

Group
Group
2024
2023
£
£

Other

Not later than 1 year
213,000
86,000

Later than 1 year and not later than 5 years
255,000
66,000

468,000
152,000


30.


Related party transactions

The directors have chosen not to disclose transactions entered into between wholly owned group undertakings, as permitted under FRS 102 paragraph 33.1A.
Key management are considered to be the directors of the Company, who are also directors of subsidiary companies. Key management remuneration totalled £443,242 (2023: £436,233).


31.


Controlling party

There is no overall controlling party.

Page 42