Company registration number 05357617 (England and Wales)
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
COMPANY INFORMATION
Directors
Mr. D P O'Toole
Mr C Avery
(Appointed 1 January 2025)
Mr C Morgan
(Appointed 1 January 2025)
Mr J Davies
(Appointed 1 January 2025)
Secretary
Mr. C J O'Toole
Company number
05357617
Registered office
10 Drake Walk
Brigantine Place
Cardiff
United Kingdom
CF10 4AN
Auditor
Azets Audit Services
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Cardiff
South Glamorgan
United Kingdom
CF23 8AB
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 34
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
Retail Merchandising Services Limited (RMS) has had a landmark year, achieving a remarkable turnaround and significant growth across all service lines. As a leading provider of project management, installation, and merchandising services, RMS has strengthened its partnerships with the UK and Ireland’s largest retailers, including Tesco, Sainsbury’s, B&Q, Boots, and Waitrose. The company’s continued success is a testament to its ability to adapt, innovate, and execute at the highest level.
At the beginning of 2024, RMS undertook a strategic review to refine its long-term vision and align its operations with its ambitious Road to 2030 Strategy. This bold roadmap has reinforced RMS’s position as the most trusted retail transformation partner, driving expansion into new markets, diversifying its service portfolio, and fostering a culture of continuous innovation.
After the economic uncertainty of previous years, 2024 brought greater stability to the UK economy. Interest rates remained at 5.25%, while inflation settled at around 3%, boosting retailer confidence and accelerating investment in store transformation projects. This more favourable and stable economic climate played a pivotal role in RMS’s success, enabling the company to deliver unprecedented growth and profitability.
A significant step forward in its strategic expansion into installation, shopfitting services, and principal contracting was achieved in gaining Alcumus ISO 45001 Accreditation. This accreditation not only reinforces RMS’s commitment to health and safety excellence but also enhances its credibility and competitive edge in the retail transformation space.
Throughout the year, RMS expanded its client base, securing new contracts and deepening relationships with its core customers. Among the most significant milestones was the successful extension of long-term contracts with two major UK retail partners, marking a substantial shift towards direct installation and merchandising services; in many cases as the principal contractor. While direct installation remained in its early stages in 2024, the potential for exponential growth in 2025 and beyond is undeniable. Additionally, RMS reinforced its expertise in large-scale retail transformations by delivering dedicated project management services, solidifying its reputation as an end-to-end solutions provider.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Financial Performance and Growth
2024 has been a milestone year for RMS, with financial performance exceeding expectations. The company has successfully capitalised on market opportunities, strengthening its financial position and delivering record-breaking revenue growth.
RMS achieved exceptional revenue growth of 45%, marking a significant recovery from the previous year’s decline. This was driven by a strong performance across all service offerings, including merchandising, installation, and project management, with continued demand for comprehensive store transformation projects.
Continued investment in and development of its proprietary system flex™ supported further operational efficiencies. This played a key role in improving gross profit margins to 17%, marking the second consecutive year of growth. This reflects tighter cost control, optimised workforce management, and improved project execution.
Most notably, RMS returned to profitability, posting a profit before tax of £416,500, a £755,000 improvement over the prior year. This financial turnaround underscores the company’s resilience, strategic adaptability (a new core value), and commitment to delivering sustainable growth.
The company’s cash position remains strong, supported by a robust relationship with its funding partner. This partnership ensures continued access to working capital, enabling further investment in expansion and innovation.
Principal Risks and Uncertainties
While 2024 has been a year of significant progress, RMS remains vigilant in managing potential risks and uncertainties. The company actively monitors market conditions, financial exposures, and operational challenges to ensure continued stability.
Liquidity risk remains a priority, with strict cash flow management and proactive borrowing strategies in place to safeguard financial resilience.
Credit risk is mitigated through rigorous customer verification and continuous monitoring of trade debtors, ensuring timely payments and minimising exposure to bad debt.
Interest rate fluctuations remain a consideration, with RMS working closely with financial partners to optimise borrowing costs and maintain financial flexibility.
Economic volatility is an inherent risk within the retail sector. However, RMS’s diversified service offering and expanding client portfolio provide a natural mitigation against potential downturns, ensuring long-term stability.
The repayment of the RMS Technology loan has also progressed positively, with cash repayments received in late 2024, reducing the balance to £2.103m. Continued repayments will further strengthen the company’s financial position moving into 2025.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Conclusion and Outlook for 2025
2024 has been a year of remarkable progress, strategic transformation, and financial recovery for RMS. The company has successfully expanded its service portfolio, grown its client base, and returned to strong profitability.
With ISO 45001 accreditation, increased presence in installation and project management, and a solidified reputation as a trusted leader in retail transformation, RMS is well-positioned for continued success.
As the business enters 2025, the momentum from 2024 provides a strong foundation for further expansion and sustained profitability. With a clear strategic vision, a growing market presence, and a culture of continuous improvement, RMS is well positioned to shape the future of retail transformation in the UK and beyond.
Mr. D P O'Toole
Director
11 March 2025
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of providing installation and merchandising services to the retail sector, supporting a number of the largest UK retailers.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. 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. D P O'Toole
Mr C Avery
(Appointed 1 January 2025)
Mr C Morgan
(Appointed 1 January 2025)
Mr J Davies
(Appointed 1 January 2025)
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
On behalf of the board
Mr. D P O'Toole
Director
11 March 2025
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
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.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
- 6 -
We have audited the financial statements of Retail Merchandising Services Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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, the company 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 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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 qualified 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 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.
Parent company
Included within other debtors falling due after more than one year, is an amount of £2.113m from a subsidiary company. The subsidiary company is not currently actively trading and recovery of this balance is dependent on the subsidiary being able to generate profits and cash from its investment in a joint venture which the subsidiary is a member of. That joint venture is currently developing its business and currently has no confirmed revenue streams. The net present value of future trading EBITDAs has been calculated as £988k. The net assets of the subsidiary amount to £9k. These factors indicate a recoverable amount of the intercompany loan would be between £9k and £988k. In this context there is material uncertainty as to the recoverability of this balance.
Group
Included within fixed assets is £2.08m of Intangible Assets in relation to RMS Technology Limited. The recovery of the carrying value of this asset is dependent on the Group’s ability to derive income from the exploitation of the asset. The group currently has no potential income stream other than charging the joint venture described above for the use of the assets. The net present value of future trading EBITDAs has been calculated as £988k. Given the uncertainty as to the future revenue streams of that joint venture it is considered that there is also material uncertainty as to the recoverability of this balance.
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.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
- 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.
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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Craig Yearsley FCCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
11 March 2025
Chartered Accountants
Statutory Auditor
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Cardiff
South Glamorgan
United Kingdom
CF23 8AB
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
14,339,403
9,859,512
Cost of sales
(11,964,828)
(8,320,755)
Gross profit
2,374,575
1,538,757
Administrative expenses
(1,772,245)
(1,757,908)
Operating profit/(loss)
4
602,330
(219,151)
Interest payable and similar expenses
8
(185,853)
(119,326)
Profit/(loss) before taxation
416,477
(338,477)
Tax on profit/(loss)
9
(74,483)
31,705
Profit/(loss) for the financial year
341,994
(306,772)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
Profit/(loss) for the year
341,994
(306,772)
Other comprehensive income
-
-
Total comprehensive income for the year
341,994
(306,772)
Total comprehensive income for the year is all attributable to the owners of the parent company.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
2,300,210
2,326,414
Tangible assets
11
12,956
12,149
2,313,166
2,338,563
Current assets
Stocks
14
1,500
1,500
Debtors
15
4,082,894
3,641,863
Cash at bank and in hand
489,304
181,903
4,573,698
3,825,266
Creditors: amounts falling due within one year
16
(4,198,149)
(3,735,206)
Net current assets
375,549
90,060
Total assets less current liabilities
2,688,715
2,428,623
Creditors: amounts falling due after more than one year
17
(187,333)
(299,733)
Provisions for liabilities
Deferred tax liability
19
30,498
(30,498)
-
Net assets
2,470,884
2,128,890
Capital and reserves
Called up share capital
21
100
100
Profit and loss reserves
2,470,784
2,128,790
Total equity
2,470,884
2,128,890
The financial statements were approved by the board of directors and authorised for issue on 11 March 2025 and are signed on its behalf by:
11 March 2025
Mr. D P O'Toole
Director
Company registration number 05357617 (England and Wales)
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
192,210
218,414
Tangible assets
11
12,956
12,149
Investments
12
1
1
205,167
230,564
Current assets
Stocks
14
1,500
1,500
Debtors
15
6,185,894
5,754,673
Cash at bank and in hand
484,633
178,118
6,672,027
5,934,291
Creditors: amounts falling due within one year
16
(4,197,740)
(3,733,117)
Net current assets
2,474,287
2,201,174
Total assets less current liabilities
2,679,454
2,431,738
Creditors: amounts falling due after more than one year
17
(187,333)
(299,733)
Provisions for liabilities
Deferred tax liability
19
30,498
(30,498)
-
Net assets
2,461,623
2,132,005
Capital and reserves
Called up share capital
21
100
100
Profit and loss reserves
2,461,523
2,131,905
Total equity
2,461,623
2,132,005
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £329,618 (2023 - £304,281 loss).
The financial statements were approved by the board of directors and authorised for issue on 11 March 2025 and are signed on its behalf by:
11 March 2025
Mr. D P O'Toole
Director
Company registration number 05357617 (England and Wales)
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
2,435,562
2,435,662
Year ended 31 December 2023:
Loss and total comprehensive income
-
(306,772)
(306,772)
Balance at 31 December 2023
100
2,128,790
2,128,890
Year ended 31 December 2024:
Profit and total comprehensive income
-
341,994
341,994
Balance at 31 December 2024
100
2,470,784
2,470,884
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
2,436,186
2,436,286
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(304,281)
(304,281)
Balance at 31 December 2023
100
2,131,905
2,132,005
Year ended 31 December 2024:
Profit and total comprehensive income
-
329,618
329,618
Balance at 31 December 2024
100
2,461,523
2,461,623
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
636,451
374,960
Interest paid
(185,853)
(119,326)
Income taxes refunded/(paid)
4,787
(19,574)
Net cash inflow from operating activities
455,385
236,060
Investing activities
Purchase of intangible assets
(27,730)
(15,984)
Purchase of tangible fixed assets
(7,854)
(5,299)
Net cash used in investing activities
(35,584)
(21,283)
Financing activities
Repayment of bank loans
(112,400)
(112,400)
Net cash used in financing activities
(112,400)
(112,400)
Net increase in cash and cash equivalents
307,401
102,377
Cash and cash equivalents at beginning of year
181,903
79,526
Cash and cash equivalents at end of year
489,304
181,903
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
635,565
375,551
Interest paid
(185,853)
(119,326)
Income taxes refunded/(paid)
4,787
(19,574)
Net cash inflow from operating activities
454,499
236,651
Investing activities
Purchase of intangible assets
(27,730)
(15,984)
Purchase of tangible fixed assets
(7,854)
(5,299)
Net cash used in investing activities
(35,584)
(21,283)
Financing activities
Repayment of bank loans
(112,400)
(112,400)
Net cash used in financing activities
(112,400)
(112,400)
Net increase in cash and cash equivalents
306,515
102,968
Cash and cash equivalents at beginning of year
178,118
75,150
Cash and cash equivalents at end of year
484,633
178,118
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
1
Accounting policies
Company information
Retail Merchandising Services Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .
The group consists of Retail Merchandising Services 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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. 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, joint ventures and associates are accounted for at cost less impairment.
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 Retail Merchandising Services Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. 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.
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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
1.4
Going concern
These financial statements have been prepared on a going concern basis. The directors have assessed the company’s ability to continue in operational existence for the foreseeable future and have a reasonable expectation that the company will continue to trade and meet its obligations as they fall due.
During the year ended 31 December 2024, RMS reported a profit before tax of £416,477, compared to a loss before tax of £338,477 in 2023. The company’s cash balance at year-end was £484,633, a significant improvement from £178,118 in the prior year.
RMS continues to utilise its invoice discounting facility, with reliance levels remaining consistent with the prior year. The facility continues to provide the necessary financial support for day-to-day operations, and no additional financing was secured during the period.
Post-year-end, January 2025 Management Accounts recorded an operating profit, in line with expectations. The company’s cash flow forecasts for the next 18 months indicate that RMS will maintain a profitable position and has sufficient cash resources to meet its obligations. The company has also secured long-term contracts with two major UK retailers and is currently in negotiations for further contract renewals.
The directors acknowledge that the company remains dependent on the continued availability of its invoice discounting facility. However, given the stabilised cash position, improved profitability, and secured contracts, the directors have a reasonable expectation that RMS will continue as a going concern for at least 12 months from the approval of these financial statements.
Accordingly, the financial statements do not include any adjustments that would be required if the company were unable to continue as a going concern.
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.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
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 dispatch 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.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.6
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:
Development costs
8 years
1.7
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:
Computer equipment
10-50% on cost
Fixtures and fittings
25% on cost
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.
1.8
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, associates and jointly controlled entities 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.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.9
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.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
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.
1.10
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.
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.
1.11
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.
1.12
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.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, 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.
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, loans from fellow group companies and preference shares that are classified as debt, 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.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
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.
1.13
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.
1.14
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.
1.15
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.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Leases
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
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.
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors, management considers factors including the future profitability of the debtor, the ageing profile of debtors and historical experience. See note 16 for the net carrying amount of the debtors.
Intangible assets
Management reviews the carrying value of the intangible assets at each reporting date based on the expected future benefit to the company. There is considerable judgement in terms of future sales of the products as well as the expected margins and cost base related to these sales.
Intangible assets include software for future sales. These have not yet been amortised due to ongoing work on the asset, however there is estimation uncertainty over the future benefit that will be derived from the assets, particularly given there are limited contracts for future sales. While the company has products which it is able to sell, until sales ramp up to any volume there is significant estimation as to what amortisation rate is to be utilised.
See note 11 for the carrying amount of intangible assets.
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Services rendered
14,339,403
9,859,512
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover
(Continued)
- 24 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
13,827,499
9,691,647
Europe
511,904
167,865
14,339,403
9,859,512
4
Operating profit/(loss)
2024
2023
£
£
Operating profit/(loss) for the year is stated after charging:
Exchange losses
992
-
Depreciation of owned tangible fixed assets
7,047
8,074
Amortisation of intangible assets
53,934
67,801
Operating lease charges
55,402
52,736
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
18,000
15,350
6
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
Direct Labour
182
203
182
203
Management & Administration
22
21
22
21
Total
204
224
204
224
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 25 -
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
6,180,122
5,042,371
6,180,122
5,042,371
Social security costs
590,698
460,950
590,698
460,950
Pension costs
166,818
137,961
166,818
137,961
6,937,638
5,641,282
6,937,638
5,641,282
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
76,200
76,665
Company pension contributions to defined contribution schemes
9,600
7,920
85,800
84,585
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
185,853
119,326
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
43,985
2,570
Deferred tax
Origination and reversal of timing differences
30,498
(34,275)
Total tax charge/(credit)
74,483
(31,705)
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 26 -
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit/(loss) before taxation
416,477
(338,477)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
104,119
(64,311)
Tax effect of expenses that are not deductible in determining taxable profit
5,410
13,890
Effect of change in corporation tax rate
-
(16,735)
Group relief
(2)
Deferred tax not recognised
(35,046)
35,453
Taxation charge/(credit)
74,483
(31,705)
10
Intangible fixed assets
Group
Development costs
£
Cost
At 1 January 2024
3,231,911
Additions
27,730
At 31 December 2024
3,259,641
Amortisation and impairment
At 1 January 2024
905,497
Amortisation charged for the year
53,934
At 31 December 2024
959,431
Carrying amount
At 31 December 2024
2,300,210
At 31 December 2023
2,326,414
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Intangible fixed assets
(Continued)
- 27 -
Company
Development costs
£
Cost
At 1 January 2024
1,123,911
Additions
27,730
At 31 December 2024
1,151,641
Amortisation and impairment
At 1 January 2024
905,497
Amortisation charged for the year
53,934
At 31 December 2024
959,431
Carrying amount
At 31 December 2024
192,210
At 31 December 2023
218,414
11
Tangible fixed assets
Group
Computer equipment
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2024
55,351
43,647
98,998
Additions
3,549
4,305
7,854
Disposals
(27,925)
(28,185)
(56,110)
At 31 December 2024
30,975
19,767
50,742
Depreciation and impairment
At 1 January 2024
46,183
40,666
86,849
Depreciation charged in the year
5,759
1,288
7,047
Eliminated in respect of disposals
(27,925)
(28,185)
(56,110)
At 31 December 2024
24,017
13,769
37,786
Carrying amount
At 31 December 2024
6,958
5,998
12,956
At 31 December 2023
9,168
2,981
12,149
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Tangible fixed assets
(Continued)
- 28 -
Company
Computer equipment
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2024
55,351
43,647
98,998
Additions
3,549
4,305
7,854
Disposals
(27,925)
(28,185)
(56,110)
At 31 December 2024
30,975
19,767
50,742
Depreciation and impairment
At 1 January 2024
46,183
40,666
86,849
Depreciation charged in the year
5,759
1,288
7,047
Eliminated in respect of disposals
(27,925)
(28,185)
(56,110)
At 31 December 2024
24,017
13,769
37,786
Carrying amount
At 31 December 2024
6,958
5,998
12,956
At 31 December 2023
9,168
2,981
12,149
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
1
Carrying amount
At 31 December 2024
1
At 31 December 2023
1
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Subsidiaries
(Continued)
- 29 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
RMS Technology Limited
10 Drake Walk, Brigantine Place, Cardiff, Wales, CF10 4AN
Ordinary
100.00
The subsidiary RMS Technology Limited has taken the exemption from audit under s479A of the Companies Act.
14
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Consumables
1,500
1,500
1,500
1,500
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,529,815
3,031,361
3,529,815
3,031,361
Gross amounts owed by contract customers
323,450
391,850
323,450
391,850
Corporation tax recoverable
4,878
4,878
Other debtors
118,867
120,770
168,867
120,580
Prepayments and accrued income
110,762
93,004
110,762
93,004
4,082,894
3,641,863
4,132,894
3,641,673
Amounts falling due after more than one year:
Other debtors
2,053,000
2,113,000
Total debtors
4,082,894
3,641,863
6,185,894
5,754,673
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
112,400
112,400
112,400
112,400
Trade creditors
510,580
535,630
510,580
534,490
Corporation tax payable
44,078
184
44,078
184
Other taxation and social security
405,241
345,030
405,241
345,030
Other creditors
2,629,991
2,300,499
2,629,991
2,300,499
Accruals and deferred income
495,859
441,463
495,450
440,514
4,198,149
3,735,206
4,197,740
3,733,117
Included in other creditors is £2,481,702 (2023: £1,743,002) advanced in respect of the company's invoice discounting facility. These are secured upon the Debtors they relate to.
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
187,333
299,733
187,333
299,733
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
299,733
412,133
299,733
412,133
Payable within one year
112,400
112,400
112,400
112,400
Payable after one year
187,333
299,733
187,333
299,733
In August 2022, a new loan was taken out with Barclays Bank PLC.
Barclays hold a fixed charge over fixed assets, intellectual property, debtors, cash, goodwill and uncalled capital both present and future and a floating charge over all assets and rights not subject to the fixed charge.
The loan is repayable in 60 equal monthly instalments of £9,367 with the first instalment being paid in August 2022. The loan incurs interest at a rate of 4.50% above base rate for the duration of the repayment period.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
19
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
35,957
-
Other short term differences
(5,459)
-
30,498
-
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
35,957
-
Other short term differences
(5,459)
-
30,498
-
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
-
-
Charge to profit or loss
30,498
30,498
Liability at 31 December 2024
30,498
30,498
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
166,818
137,961
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
10,000
10,000
100
100
22
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
129,740
95,917
129,740
95,917
Between two and five years
103,814
68,424
103,814
68,424
233,554
164,341
233,554
164,341
23
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2024
2023
£
£
Aggregate compensation
319,140
295,978
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Sales
Sales
Purchases
Purchases
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
14,098
98,737
227,882
323,169
Company
Other related parties
14,098
98,737
227,882
323,169
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Related party transactions
(Continued)
- 33 -
The following amounts were outstanding at the reporting end date:
Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Other related parties
90,155
118,551
Company
Other related parties
90,155
118,511
24
Directors' transactions
At the year end, the directors owed £10,337 (2023: £10,545) to the company. These loans bear nil interest, are unsecured and repayable on demand.
25
Controlling party
The controlling party is D P O'Toole.
26
Cash generated from group operations
2024
2023
£
£
Profit/(loss) for the year after tax
341,994
(306,772)
Adjustments for:
Taxation charged/(credited)
74,483
(31,705)
Finance costs
185,853
119,326
Amortisation and impairment of intangible assets
53,934
67,801
Depreciation and impairment of tangible fixed assets
7,047
8,074
Movements in working capital:
Increase in debtors
(445,909)
(715,546)
Increase in creditors
419,049
1,233,782
Cash generated from operations
636,451
374,960
RETAIL MERCHANDISING SERVICES LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
27
Cash generated from operations - company
2024
2023
£
£
Profit/(loss) for the year after tax
329,618
(304,281)
Adjustments for:
Taxation charged/(credited)
74,483
(31,705)
Finance costs
185,853
119,326
Amortisation and impairment of intangible assets
53,934
67,801
Depreciation and impairment of tangible fixed assets
7,047
8,074
Movements in working capital:
Increase in debtors
(436,099)
(715,356)
Increase in creditors
420,729
1,231,692
Cash generated from operations
635,565
375,551
28
Analysis of changes in net funds/(debt) - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
181,903
307,401
489,304
Borrowings excluding overdrafts
(412,133)
112,400
(299,733)
(230,230)
419,801
189,571
29
Analysis of changes in net funds/(debt) - company
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
178,118
306,515
484,633
Borrowings excluding overdrafts
(412,133)
112,400
(299,733)
(234,015)
418,915
184,900
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