Company Registration No. 02110640 (England and Wales)
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MAY 2024
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
CONTENTS
Page
Company information
1
Strategic report
4 - 5
Directors' report
2 - 3
Independent auditor's report
6 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12 - 13
Company balance sheet
14 - 15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Company statement of cash flows
Notes to the financial statements
19 - 43
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr T D Wood
Mrs S G M Harrisingh
Mr J A G Routley
Secretary
Mr T D Wood
Company number
02110640
Registered office
Unit 3 Crown Road
Warmley
Bristol
England
BS30 8JJ
Auditor
TC Group
First Floor, Premier House
127 Duckmoor Road
Ashton Gate
Bristol
United Kingdom
BS3 2BJ
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 2 -
The directors present their annual report and financial statements for the year ended 31 May 2024.
Principal activities
The principal activity of the company and group continued to be that of the wholesale of packaging supplies and the sale and installation of production equipment to the drinks industry.
Results and dividends
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £49,995. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr T D Wood
Mrs S G M Harrisingh
Mr J A G Routley
Auditor
In accordance with the company's articles, a resolution proposing that TC Group be reappointed as auditor of the group will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 3 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr T D Wood
Director
27 February 2025
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 4 -
The directors present the strategic report for the year ended 31 May 2024.
Review of the business
Year 2023-24 has been a positive trading year as Rawlings Group has continued to invest and grow in Sustainable packaging and equipment solutions.
Our vision is to ‘Bring brands to Life’ and despite the challenging macro-economic environment, we have managed to do that with thousands of loyal food, drink and cosmetic customers across the UK.
The year was not without challenges - with high interest rates and continued difficulties around the cost of living and energy for end consumers. Despite this, premium products and quality customers continue to thrive and grow.
A key acquisition during the year was Paper Bag Co Limited. Completed in September 2023, the business added a key range of sustainable paper and cotton products to our environmental portfolio.
During the year we strengthened our Leadership team with key hires in HR, Operations, Marketing and Sales. This investment in people has led to an increase in employee satisfaction and a solid foundation for future growth organically, via partnerships and via acquisition of complementary businesses.
The Directors are grateful for the fantastic team at Rawlings Group. We have now have 4 operating sites across the UK. Communication and teamwork is more complex than it was previously and the speed of client work has increased. The Rawlings team has responded fantastically well to the post Covid world. Most team members have now returned to an office or hybrid model, but we still have a few roles 100% from home.
Principle risks and uncertainties
The key risk around the glass packaging side of the business is the unknown impact of EPR regulation. Rawlings support the move towards a circular economy and have launched a range of reusable packaging to help move forward this space. Despite this the new regulation is still unclear and needs to be improved to ensure that it represents a fair cost for Brands.
The macro-economic environment is still a risk with recession looking still likely. We are potentially at risk from customers in low paid sectors such as hospitality being impacted by the increased minimum wage and NI costs landing in April 2025. More businesses are facing administration and the food and drink industry has been particularly hit. Constant review of the debtor ledger and ongoing credit limit reviews using external reference agencies have insulated the business from any major issues.
Customers are still delaying capital projects. To mitigate this risk we have diversified further into service with recurring revenue – such as equipment servicing. The strong relationship with suppliers, increased warehouse capacity and stock levels will minimise this ongoing risk.
Future developments
The group continues to invest in organic and acquisitions. We have a pipeline of several potential businesses who will add to our current portfolio of products and services and fill the gaps within our customer base.
The group will continue to grow organically through a strong customer focus, product knowledge and trusted advice about their particular marketplace.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 5 -
Key performance indicators
The Directors monitor the business through a mixture of financial and non-financial key performance indicators.
The shareholders consider that key performance indicators to be financial with the emphasis on EBITDA which allows ongoing investment in people, technology and growth both organically and through acquisition
At Group level we have increased Turnover to £30.5 million (increase of over £5 million). Our target of revenues at £50 within 3 years is a priority. Profitability has also increased with gains invested back into the business, which has allowed us to become increasingly resilient to future market challenges and change.
Shareholders
This report was approved by the board and its shareholders and is produced on their behalf.
Mr T D Wood
Director
27 February 2025
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
- 6 -
Opinion
We have audited the financial statements of Rawlings & Son (Bristol) Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 the parent company's affairs as at 31 May 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
- 7 -
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
- 8 -
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.
Our approach was as follows:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
- 9 -
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Amanda Kruger FCCA (Senior Statutory Auditor)
For and on behalf of TC Group
27 February 2025
Statutory Auditor
127 Duckmoor Road
Ashton Gate
Bristol
BS3 2BJ
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MAY 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
30,549,159
25,001,587
Cost of sales
(23,495,785)
(19,850,177)
Gross profit
7,053,374
5,151,410
Administrative expenses
(6,625,690)
(5,088,602)
Other operating income
95,896
90,465
Operating profit
4
523,580
153,273
Interest receivable and similar income
8
137
1,507
Interest payable and similar expenses
7
(122,230)
(3,421)
Amounts written off investments
9
(22)
-
Profit before taxation
401,465
151,359
Tax on profit
10
(313,028)
(81,500)
Profit for the financial year
88,437
69,859
Profit for the financial year is attributable to:
- Owners of the parent company
110,379
72,471
- Non-controlling interests
(21,942)
(2,612)
88,437
69,859
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024
- 11 -
2024
2023
£
£
Profit for the year
88,437
69,859
Other comprehensive income
-
-
Total comprehensive income for the year
88,437
69,859
Total comprehensive income for the year is attributable to:
- Owners of the parent company
110,379
72,471
- Non-controlling interests
(21,942)
(2,612)
88,437
69,859
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
GROUP BALANCE SHEET
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
13
4,797,000
2,047,850
Other intangible assets
13
177,770
150,315
Total intangible assets
4,974,770
2,198,165
Tangible assets
12
565,059
382,407
Investments
14
2,159
2,159
5,541,988
2,582,731
Current assets
Stocks
16
3,970,380
4,050,841
Debtors
17
3,419,223
3,390,749
Cash at bank and in hand
196,084
220,034
7,585,687
7,661,624
Creditors: amounts falling due within one year
18
(7,631,256)
(4,925,943)
Net current (liabilities)/assets
(45,569)
2,735,681
Total assets less current liabilities
5,496,419
5,318,412
Creditors: amounts falling due after more than one year
19
(298,824)
(340,000)
Provisions for liabilities
Deferred tax liability
22
164,918
95,177
(164,918)
(95,177)
Net assets
5,032,677
4,883,235
Capital and reserves
Called up share capital
24
1,111
1,000
Share premium account
110,889
Profit and loss reserves
4,949,023
4,888,639
Equity attributable to owners of the parent company
5,061,023
4,889,639
Non-controlling interests
(28,346)
(6,404)
5,032,677
4,883,235
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
- 13 -
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 27 February 2025 and are signed on its behalf by:
27 February 2025
Mr T D Wood
Director
Company registration number 02110640 (England and Wales)
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2024
31 May 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
13
6,200
Tangible assets
12
34,698
36,767
Investments
14
4,594,591
4,594,591
4,629,289
4,637,558
Current assets
Cash at bank and in hand
5,264
1
Creditors: amounts falling due within one year
18
(3,911,828)
(3,627,570)
Net current liabilities
(3,906,564)
(3,627,569)
Total assets less current liabilities
722,725
1,009,989
Creditors: amounts falling due after more than one year
19
-
(340,000)
Provisions for liabilities
Deferred tax liability
22
8,675
9,192
(8,675)
(9,192)
Net assets
714,050
660,797
Capital and reserves
Called up share capital
24
1,111
1,000
Share premium account
110,889
Profit and loss reserves
602,050
659,797
Total equity
714,050
660,797
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £7,752 (2023 - £9,582 loss).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2024
31 May 2024
- 15 -
The financial statements were approved by the board of directors and authorised for issue on 27 February 2025 and are signed on its behalf by:
27 February 2025
Mr T D Wood
Director
Company registration number 02110640 (England and Wales)
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 June 2022
1,000
4,820,612
4,821,612
(3,792)
4,817,820
Year ended 31 May 2023:
Profit and total comprehensive income
-
-
72,471
72,471
(2,612)
69,859
Dividends
11
-
-
(4,444)
(4,444)
-
(4,444)
Balance at 31 May 2023
1,000
4,888,639
4,889,639
(6,404)
4,883,235
Year ended 31 May 2024:
Profit and total comprehensive income
-
-
110,379
110,379
(21,942)
88,437
Issue of share capital
24
111
-
111
-
111
Dividends
11
-
-
(49,995)
(49,995)
-
(49,995)
Other movements
-
110,889
-
110,889
-
110,889
Balance at 31 May 2024
1,111
110,889
4,949,023
5,061,023
(28,346)
5,032,677
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 17 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 June 2022
1,000
673,823
674,823
Year ended 31 May 2023:
Loss and total comprehensive income for the year
-
-
(9,582)
(9,582)
Dividends
11
-
-
(4,444)
(4,444)
Balance at 31 May 2023
1,000
659,797
660,797
Year ended 31 May 2024:
Profit and total comprehensive income
-
-
(7,752)
(7,752)
Issue of share capital
24
111
-
111
Dividends
11
-
-
(49,995)
(49,995)
Other movements
-
110,889
-
110,889
Balance at 31 May 2024
1,111
110,889
602,050
714,050
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024
- 18 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
30
2,994,443
(599,123)
Interest paid
(122,230)
(3,421)
Income taxes paid
(221,729)
(197,879)
Net cash inflow/(outflow) from operating activities
2,650,484
(800,423)
Investing activities
Purchase of subsidiaries, net of cash acquired
(2,451,006)
-
Purchase of intangible assets
(61,215)
-
Purchase of tangible fixed assets
(94,691)
(85,697)
Proceeds from disposal of tangible fixed assets
154
-
Interest received
137
1,507
Net cash used in investing activities
(2,606,621)
(84,190)
Financing activities
Proceeds from borrowings
-
900,000
Repayment of borrowings
-
(297,852)
Payment of finance leases obligations
(17,818)
-
Dividends paid to equity shareholders
(49,995)
(4,444)
Net cash (used in)/generated from financing activities
(67,813)
597,704
Net decrease in cash and cash equivalents
(23,950)
(286,909)
Cash and cash equivalents at beginning of year
220,034
506,943
Cash and cash equivalents at end of year
196,084
220,034
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
- 19 -
1
Accounting policies
Company information
Rawlings & Son (Bristol) Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 3, Crown Road, Warmley, Bristol, England, BS30 8JJ.
The group consists of Rawlings & Son (Bristol) Holdings Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.
The reporting date of all mid year acquisitions were brought into line with the parent company and then consolidated into the group. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Rawlings & Son (Bristol) Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 20 -
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of installation services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.6
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.7
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is:
- Acquisition of a business in 2014, is being amortised evenly over its estimated useful life of 5 years
- Acquisition of businesses in 2019, 2021,2022 and 2024 is being amortised evenly over their estimated useful life of 10 years
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 21 -
1.8
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
5 years
Development costs
5 years
1.9
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
25% on straight line
Plant and equipment
15% reducing balance
Fixtures and fittings
15% reducing balance
Computers
25% on reducing balance
Motor vehicles
25% reducing balance
Moulds
10% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.10
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 22 -
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.12
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
Cost is calculated using the first in first out method.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 23 -
1.13
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.14
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 24 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.15
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 25 -
1.16
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 26 -
1.19
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 27 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Rawlings & Sons (Bristol) Holdings Limited consider the following judgements and estimates to have had the most significant effect on amounts recognised in the financial statements.
i) Useful economic lives of tangible and intangible fixed assets
The useful economic lives of tangible fixed assets, their residual values and the impairment reviews is a significant area requiring management judgement. The judgements, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other relevant factors.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods and installation services
30,549,159
25,001,587
2024
2023
£
£
Other revenue
Interest income
137
1,507
Rental income arising from warehousing storage
72,205
44,197
23,691
46,268
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 28 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
18,250
2,615
Research and development costs
43,193
44,757
Depreciation of owned tangible fixed assets
106,359
42,017
Depreciation of tangible fixed assets held under finance leases
40,627
34,406
Loss on disposal of tangible fixed assets
408
8,043
Amortisation of intangible assets
614,497
360,425
(Profit)/loss on disposal of intangible assets
-
6,651
Operating lease charges
682,420
508,854
5
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Management
11
9
-
-
Admin
47
38
-
-
Warehouse
33
21
-
-
Engineering
8
8
-
-
Total
99
76
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
3,115,579
2,527,874
Social security costs
288,963
264,291
-
-
Pension costs
125,333
157,671
3,529,875
2,949,836
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 29 -
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
263,856
212,525
Company pension contributions to defined contribution schemes
40,661
40,857
304,517
253,382
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023: 1).
Highest paid director
No director earned more than £200,000 in 2024 nor 2023.
7
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
5,153
3,421
Interest on invoice finance arrangements
62,478
Other interest on financial liabilities
45,443
-
113,074
3,421
Other finance costs:
Interest on finance leases and hire purchase contracts
9,156
-
Total finance costs
122,230
3,421
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
137
1,507
9
Amounts written off investments
2024
2023
£
£
Loss on disposal of fixed asset investments
(22)
-
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 30 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
270,249
68,192
Adjustments in respect of prior periods
33,536
(457)
Total current tax
303,785
67,735
Deferred tax
Origination and reversal of timing differences
9,243
13,765
Total tax charge
313,028
81,500
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
401,465
151,359
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
100,366
37,840
Tax effect of expenses that are not deductible in determining taxable profit
143,835
51,832
Tax effect of utilisation of tax losses not previously recognised
(4,842)
(125)
Group relief
11,890
Permanent capital allowances in excess of depreciation
38,583
(21,487)
Amortisation on assets not qualifying for tax allowances
1,550
1,550
Under/(over) provided in prior years
33,536
Taxation charge
313,028
81,500
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
49,995
4,000
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 31 -
12
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Moulds
Total
£
£
£
£
£
£
£
Cost
At 1 June 2023
862
194,392
220,268
107,466
137,930
660,918
Additions
64,387
14,831
2,718
12,755
94,691
Added on business acquisition
14,610
340,632
15,951
77,444
195,233
643,870
Disposals
(47,976)
(52,979)
(14,945)
(115,900)
At 31 May 2024
15,472
551,435
198,071
80,162
287,754
150,685
1,283,579
Depreciation and impairment
At 1 June 2023
359
64,072
125,713
47,840
40,527
278,511
Depreciation charged in the year
1,368
53,014
20,601
8,547
48,931
14,525
146,986
Eliminated in respect of disposals
(29,273)
(52,420)
(14,945)
(96,638)
Added on business acquisition
1,968
277,428
14,000
50,670
45,595
389,661
At 31 May 2024
3,695
365,241
107,894
59,217
127,421
55,052
718,520
Carrying amount
At 31 May 2024
11,777
186,194
90,177
20,945
160,333
95,633
565,059
At 31 May 2023
503
130,320
94,555
59,626
97,403
382,407
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 32 -
Company
Plant and equipment
£
Cost
At 1 June 2023 and 31 May 2024
51,726
Depreciation and impairment
At 1 June 2023
14,959
Depreciation charged in the year
2,069
At 31 May 2024
17,028
Carrying amount
At 31 May 2024
34,698
At 31 May 2023
36,767
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
16,978
Motor vehicles
115,006
149,638
131,984
149,638
-
-
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 33 -
13
Intangible fixed assets
Group
Goodwill
Software
Development costs
Total
£
£
£
£
Cost
At 1 June 2023
2,794,839
287,904
3,082,743
Additions
3,303,484
50,000
11,215
3,364,699
Additions - business combinations
27,630
27,630
At 31 May 2024
6,098,323
337,904
38,845
6,475,072
Amortisation and impairment
At 1 June 2023
746,989
137,589
884,578
Amortisation charged for the year
554,334
57,581
2,582
614,497
Additions - business combinations
1,227
1,227
At 31 May 2024
1,301,323
195,170
3,809
1,500,302
Carrying amount
At 31 May 2024
4,797,000
142,734
35,036
4,974,770
At 31 May 2023
2,047,850
150,315
2,198,165
Company
Goodwill
£
Cost
At 1 June 2023 and 31 May 2024
31,000
Amortisation and impairment
At 1 June 2023
24,800
Amortisation charged for the year
6,200
At 31 May 2024
31,000
Carrying amount
At 31 May 2024
At 31 May 2023
6,200
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 34 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
4,594,591
4,594,591
Unlisted investments
2,159
2,159
2,159
2,159
4,594,591
4,594,591
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 June 2023 and 31 May 2024
2,159
Carrying amount
At 31 May 2024
2,159
At 31 May 2023
2,159
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2023 and 31 May 2024
4,594,591
Carrying amount
At 31 May 2024
4,594,591
At 31 May 2023
4,594,591
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 35 -
15
Subsidiaries
Details of the company's subsidiaries at 31 May 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Rawlings & Son (Bristol) Limited
Unit 3 Crown Road, Warmley, Bristol, England, BS30 8JJ
Ordinary
100.00
-
Vigo Limited
Dunkeswell, Honiton, Devon, EX14 4LF
Ordinary
-
100.00
Vigo Holdings Limited
Dunkeswell, Honiton, Devon, United Kingdom, EX14 4LF
Ordinary
100.00
-
Many Hands Brewery Limited
The Airfield, Dunkeswell, Honiton, Devon, United Kingdom, EX14 4LF
Ordinary
-
65.00
Paper Bag Co (South West) Ltd
Unit 6 Woodlands Industrial Estate, Eden Vale Road, Westbury, Wiltshire, England, BA13 3QS
Ordinary
-
100.00
On the 29th August 2023 Rutland Preserves Limited and Big Brown Carrier Bag Suppliers Limited were dissolved.
Paper Bag Co (South West) Ltd was acquired on the 4 September 2023.
Many Hands Brewery Limited ceased to trade post year end and became dormant.
The following subsidiaries of the parent company are exempt from audit under Section 479A of the Companies Act as the parent undertaking guarantees all outstanding liabilities to which the subsidiary companies are subject at the end of the financial year:
- Vigo Limited
- Vigo Holdings Limited
- Many Hands Brewery Limited
- Paper Bag Co (South West) Ltd
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
3,970,380
4,050,841
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 36 -
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,547,243
2,886,903
Corporation tax recoverable
167
167
Other debtors
582,356
313,367
Prepayments and accrued income
289,457
190,312
3,419,223
3,390,749
-
-
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
20
48,365
Other borrowings
21
1,252,326
259,644
Trade creditors
2,419,544
2,303,693
Amounts owed to group undertakings
3,476,329
3,114,071
Corporation tax payable
209,418
68,192
Other taxation and social security
663,614
487,772
-
-
Other creditors
2,965,247
1,731,806
435,499
513,499
Accruals and deferred income
72,742
74,836
7,631,256
4,925,943
3,911,828
3,627,570
Other creditors include deferred consideration of £706,875 (2023: £nil) due on the acquisition of Paper Bag Co (South West) Ltd.
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
20
49,657
Other creditors
249,167
340,000
340,000
298,824
340,000
-
340,000
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
19
Creditors: amounts falling due after more than one year
(Continued)
- 37 -
Other creditors include deferred consideration of £249,167 (2023: £nil) due on the acquisition of Paper Bag Co (South West) Ltd.
20
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
48,365
In two to five years
49,657
98,022
-
-
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. No restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Finance leases are secured against the assets to which the relate.
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
1,252,326
259,644
Payable within one year
1,252,326
259,644
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
21
Loans and overdrafts
(Continued)
- 38 -
HSBC bank have several charges registered on the company dated 19.12.2022, 5.01.2023, 24.08.2023 04.09.2023, 20.10.2023 and 27.11.2024.
The charge registered on the 24.08.2023 is in relation to a fixed and floating charge In Rawlings & Son (Bristol) Limited over all property of the company.
The charge registered on the 04.09.2023 is in relation to the acquisition of Paper Bag Co (South West) Ltd and the fixed and floating charge relates to all freehold, leasehold and common land held in that company.
The charge registered on the 20.10.2023 is in relation to the legal assignment of contract monies relating to the invoice financing facility in Rawlings & Son (Bristol) Limited.
The charge registered on the 27.11.2024 is a fixed and floating charge over all assets of Paper Bag Co (South West) Limited.
Other loans include invoice financing with HSBC bank.
22
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
164,918
95,177
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
8,675
9,192
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
22
Deferred taxation
(Continued)
- 39 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 June 2023
95,177
9,192
Charge/(credit) to profit or loss
3,816
(517)
Other
65,925
-
Liability at 31 May 2024
164,918
8,675
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
125,333
157,671
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
24
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,111
1,000
1,111
1,000
111 Ordinary shares were issued for a non cash consideration of £111,000 on the same terms as the existing shares.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 40 -
25
Acquisition of a business
On 4 September 2023 the group acquired 100% of the issued capital of Paper Bag Co (South West) Ltd.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
26,403
-
26,403
Property, plant and equipment
254,211
-
254,211
Inventories
284,994
-
284,994
Trade and other receivables
824,965
-
824,965
Cash and cash equivalents
280,656
-
280,656
Obligations under finance leases
(107,798)
-
(107,798)
Trade and other payables
(590,778)
-
(590,778)
Tax liabilities
(438,602)
-
(438,602)
Deferred tax
(60,498)
-
(60,498)
Total identifiable net assets
473,553
-
473,553
Goodwill
3,303,484
Total consideration
3,777,037
The consideration was satisfied by:
£
Cash
2,731,662
Deferred consideration
1,045,375
3,777,037
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
3,625,726
Profit after tax
243,916
Goodwill represents the excess of the fair value over the book value of the net assets on acquisition of the subsidiary.
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 41 -
26
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
542,549
417,726
-
-
Between two and five years
294,266
559,880
-
-
836,815
977,606
-
-
In November 2024 the Group entered into an operating lease commitment. The liability committed to is: £114,638 due in less than 1 year, £942,592 due in 2 to 5 years, and £1,200,627 due in more than 5 years.
27
Related party transactions
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Purchase of services
2024
2023
£
£
Group
Entities which director has control
7,289
7,289
During the year rent payments were made to a self invested pension plan in which the directors and related parties have an interest. Rent paid amounted to £242,708 (2022: £200,000).
The balance owed to related parties at the year-end was £45,607 (2023: £607)
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 42 -
28
Directors' transactions
Dividends totalling £49,995 (2023 - £4,444) were paid in the year in respect of shares held by the company's directors.
The company has outstanding loans with its directors.
The amount owed to T Wood was £2,582 (2023: £102,734) in respect of which £12,596 interest has been charged and paid.
The amount owed to J Routley was £500,000 (2023: £500,000) in respect of which £32,835 interest has been charged and paid.
29
Controlling party
The ultimate controlling party are the directors.
30
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Profit for the year after tax
88,437
69,859
Adjustments for:
Taxation charged
313,028
81,500
Finance costs
122,230
3,421
Investment income
(137)
(1,507)
Loss on disposal of tangible fixed assets
408
8,043
(Gain)/loss on disposal of intangible assets
-
6,651
Amortisation and impairment of intangible assets
614,497
360,425
Depreciation and impairment of tangible fixed assets
146,986
76,423
Impairment of goodwill
-
(113,267)
Loss on sale of investments
22
-
Movements in working capital:
Decrease/(increase) in stocks
365,455
(522,542)
Decrease/(increase) in debtors
796,491
(124,129)
Increase/(decrease) in creditors
547,026
(444,000)
Cash generated from/(absorbed by) operations
2,994,443
(599,123)
RAWLINGS & SON (BRISTOL) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 43 -
31
Analysis of changes in net debt - group
1 June 2023
Cash flows
Other non-cash changes
31 May 2024
£
£
£
£
Cash at bank and in hand
220,034
(23,950)
-
196,084
Borrowings excluding overdrafts
(259,644)
(992,682)
-
(1,252,326)
Obligations under finance leases
-
(89,980)
(8,042)
(98,022)
(39,610)
(1,106,612)
(8,042)
(1,154,264)
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