Company registration number 05210481 (England and Wales)
TOGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
TOGS LIMITED
COMPANY INFORMATION
Director
Mr R A Toghill
Company number
05210481
Registered office
Orchard Works
4 Ashton Road
Marsh Barton
Exeter
Devon
EX2 8LN
Auditor
Darnells Audit Limited
3rd Floor
The Forum
Barnfield Road
Exeter
Devon
EX1 1QR
TOGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Group statement of income and retained earnings
8
Group balance sheet
9
Company balance sheet
10
Group statement of cash flows
11
Company statement of cash flows
12
Notes to the financial statements
13 - 38
TOGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -
The director presents the strategic report for the year ended 30 June 2024.
Fair review of the business
The director considers that the key performance indicators are Turnover, Gross margin, Earnings before interest, tax, depreciation and amortisation (EBITDA) and Net assets. Together these demonstrate the financial performance and strength of the group. An overview of these indicators for both the current and prior periods are given below:
2024
2023
£
£
Turnover
34,629,841
31,482,951
Gross profit
3,231,041
392,051
Gross margin
9.33%
1.25%
EBITDA
2,482,317
(209,491)
Net assets
30,506,927
29,947,914
The group operates several recycling and scrap metal sites throughout Devon, and also is engaged in property development. The group's turnover by value has increased by 10% compared to the previous year to 30 June 2023.
Sales prices are based on the London Metal Exchange prices, which remained relatively steady until the end of the first quarter of 2024, when the copper price rose to a level not seen since May 2022.
The group's gross margin has increased by just under 8.1% partly as a result of the increase in metal prices, and partly due to the provisions made for the reduction in net realisable value of stock and the impairment of amounts due on contingent sales contracts at 30 June 2023.
The increase in both EBITDA and the result before tax compared with the previous year is due to a combination of both the increase in sales value and the increase in the gross profit margin.
At the end of the year the retained profit of the group is £0.89 million (2023: retained loss of £1.01 million).
The group has continued to maintain a strong financial position with net current assets of £25.56 million compared with £24.29 million at 30 June 2023. Net assets are up £0.89 million from £29.95 million at 30 June 2023 to £30.84 million at 30 June 2024.
Principal risks and uncertainties
The group's principal operational risks include foreign currency risk from the exposure to metal prices denominated in US dollars, and health and safety of employees. The group's principal operational uncertainties include global economic factors creating fluctuating metal prices and reduced supply and demand, which provide challenges for businesses operating in this sector and make long-term prediction of performance difficult.
In the short term, the group manages the foreign currency risk from its exposure to metal prices denominated in US dollars by entering into contracts to supply scrap metal where the price is not fixed by the group on delivery, but at an unspecified future date to be determined by the group.
The group manages metal price fluctuations, including high inflation resulting from the war in Ukraine and unusually high energy prices, together with pressures on supply and demand, through tight control of prices paid to suppliers and over the margin charged to customers. The group continues to diversify its supplier and customer base to provide further resilience to market uncertainties.
The group manages environmental, and health and safety risks through careful planning and management, risk assessments, inspection visits, and the employment of external consultants.
TOGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Future developments
The director is aware that the market price of copper depends upon supply and demand, and that currently there is surplus in the market, partially as a result of a prolonged period of slowdown of the Chinese economy, resulting in less demand for metals in the sales markets and a reduction in raw material inflows due to reduced economic activity in the UK domestic market. Despite these headwinds, the demand for copper is still being driven by the energy sector and the growth in the manufacture of batteries for electric vehicles.
Although current global economic uncertainties, including various wars and sanctions, make future market predictions difficult, the director is confident that metal prices will rise from levels seen in the year and that trade will continue to be prosperous in the years ahead.
Mr R A Toghill
Director
13 March 2025
TOGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
The director presents his annual report and consolidated financial statements for the year ended 30 June 2024. Information required to be disclosed under Schedule 7 of the Companies Act 2006 is set out in the Strategic Report on page 2.
Principal activities
The principal activities of the company during the year continued to be those of a holding company, holding heavy plant and property for the trading subsidiary.
The principal activity of the group continued to be that of metal merchanting and processing, and dealing in ancillary products. A secondary activity undertaken is that of property development.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr R A Toghill
Results and dividends
The results for the year are set out on page 8.
Interim ordinary dividends were paid amounting to £340,000. The director does not recommend payment of a final ordinary dividend.
No interim preference dividends were paid. The director does not recommend payment of a final preference dividend.
Market value of land and buildings
In the opinion of the director the market value of land and buildings is not significantly different from its current net book value.
Financial instruments
The hire purchase liabilities are repayable in monthly instalments over 5 years commencing December 2021 and February 2022, with interest charged at between 3.8% and 4.4% per annum.
The group's principal financial instruments comprise bank balances, a bank overdraft facility, a Covid business interruption loan, a bridging loan from a private finance company, trade debtors and creditors, loans to related parties, hire purchase finance, other loans and loans from the director. The main purpose of these instruments is to raise funds for the group's operations and to finance its operations.
Due to the nature of the financial instruments used by the company, the only exposure to price risk is on sales under contracts where the price is not fixed on delivery, but at an unspecified future date to be determined by the group. The price risk is managed by daily monitoring of prices on the London Metal Exchange by the director. Credit risk for these contracts is managed by vetting customers and carrying out credit checks.
The director's approach to managing other risks applicable to the financial instruments concerned is shown below:
In respect of bank balances, the liquidity risk is managed by the monitoring of forecast income and expenditure, maintaining a balance between available cash reserves and the group's undrawn bank overdraft facility at a floating rate of interest.
The Covid business interruption loan is repayable in monthly instalments over 5 years commencing May 2021, and bears interest at 2% above the bank base rate. The bridging loan is repayable from the sale of property developments under construction by Goldmix Limited (a subsidiary company), and bears interest at 12% per annum.
TOGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
Trade debtors are managed in respect of credit and cash flow risk by the implementation of policies that require appropriate credit checks on potential customers before any sales are made. The group has no significant concentration of credit risk. Trade creditors risk is managed by ensuring that there are sufficient funds available to meet amounts as they fall due.
Loans by the group are unsecured and interest free. Loans from the director and other related parties are unsecured and repayable on demand. The loans from the director and close family bear interest at 10%-15% per annum.
Auditor
The auditor, Darnells Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of director's responsibilities
The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is 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 financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain both the company's and the group’s transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as the directors who held office at the date of approval of these financial statements are aware, there is no relevant audit information of which the company's auditor are unaware. Additionally, the director has taken all the necessary steps that he ought to have taken as director in order to make himself aware of all relevant audit information and to establish that the company's auditors are aware of that information.
On behalf of the board
Mr R A Toghill
Director
13 March 2025
TOGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOGS LIMITED
- 5 -
Opinion
We have audited the financial statements of Togs Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group statement of income and retained earnings, the group balance sheet, the company balance sheet, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 30 June 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 director's 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 director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
TOGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOGS LIMITED
- 6 -
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 director's 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 director
As explained more fully in the director's responsibilities statement on page 4, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentation or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with those charged with governance of the company and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, and determined the most significant are the Scrap Metal Dealers Act 1964, the Environmental Protection Act 1990, the End of Life Vehicle Regulations 2003, the Goods Vehicle (Licensing of Operators) Act 1995, the Lifting Operations & Lifting Equipment Regulations 1998, the Health & Safety at Work Act 1974 and the Health & Safety Regulations 1992 & 1999 (as well as FRS 102, the Companies Act 2006 and relevant tax compliance regulations in the UK).
We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by considering the controls that the company has established to both address risks identified by management and to prevent, deter and detect fraud in the areas of:
We evaluated the conditions in the context of incentives and/or pressure to commit fraud, considering the opportunity to commit fraud and the potential rationalisation of the fraudulent act.
TOGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOGS LIMITED
- 7 -
Based on this understanding, we designed our audit procedures to detect material misstatements in respect of irregularities, including fraud, and to identify non-compliance with the laws and regulations above, as follows:
Enquiry of management and those charged with governance around actual and potential litigation and claims.
Enquiry of management in tax and compliance functions to identify any instances of non-compliance with laws and regulations.
Reviewing compliance with Scrap metal laws and regulations, Goods vehicle laws and regulations and Health and Safety laws and regulations.
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
We corroborated our enquiries through inspection of supporting documentation and records, as well as reviewing correspondence with regulatory bodies where available.
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.
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.
Sean Murphy BA FCA (Statutory Auditor)
17 March 2025
For and on behalf of Darnells Audit Limited
Statutory Auditor
3rd Floor
The Forum
Barnfield Road
Exeter
Devon
EX1 1QR
TOGS LIMITED
GROUP STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
34,629,841
31,482,951
Cost of sales
(31,398,800)
(31,090,900)
Gross profit
3,231,041
392,051
Administrative expenses
(1,849,104)
(1,772,768)
Other operating income
174,906
190,002
Exceptional (loss)/gain on sale of investment property
4
53,696
Operating profit/(loss)
5
1,556,843
(1,137,019)
Interest receivable and similar income
42,324
4,839
Interest payable and similar expenses
9
(264,340)
(183,054)
Profit/(loss) before taxation
1,334,827
(1,315,234)
Tax on profit/(loss)
10
(435,814)
302,291
Profit/(loss) for the financial year
899,013
(1,012,943)
Retained earnings brought forward
29,428,414
30,441,357
Dividends
(340,000)
Retained earnings carried forward
29,987,427
29,428,414
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
The Statement of Income and Retained Earnings has been prepared on the basis that all operations are continuing operations.
TOGS LIMITED
GROUP BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
440,916
842,290
Tangible assets
13
5,045,488
4,873,171
Investment properties
14
1,499,900
1,499,900
Investments
15
316
14
6,986,620
7,215,375
Current assets
Stocks
19
13,122,480
10,881,600
Debtors
20
16,319,351
15,944,970
Cash at bank and in hand
1,905,095
1,201,671
31,346,926
28,028,241
Creditors: amounts falling due within one year
21
(6,126,907)
(3,735,672)
Net current assets
25,220,019
24,292,569
Total assets less current liabilities
32,206,639
31,507,944
Creditors: amounts falling due after more than one year
22
(745,500)
(919,995)
Provisions for liabilities
25
(954,212)
(640,035)
Net assets
30,506,927
29,947,914
Capital and reserves
Called up share capital
28
509,500
509,500
Capital redemption reserve
10,000
10,000
Profit and loss reserves
29,987,427
29,428,414
Total equity
30,506,927
29,947,914
The financial statements were approved and signed by the director and authorised for issue on 13 March 2025
13 March 2025
Mr R A Toghill
Director
TOGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
1,342,022
1,443,527
Investment properties
14
1,500,000
1,500,000
Investments
15
8,649,355
8,649,355
11,491,377
11,592,882
Current assets
Stocks
19
524,498
515,670
Debtors
20
14,540,593
14,396,922
Cash at bank and in hand
28,509
18,178
15,093,600
14,930,770
Creditors: amounts falling due within one year
21
(2,557,879)
(2,330,279)
Net current assets
12,535,721
12,600,491
Total assets less current liabilities
24,027,098
24,193,373
Provisions for liabilities
25
(244,739)
(265,085)
Net assets
23,782,359
23,928,288
Capital and reserves
Called up share capital
28
509,500
509,500
Profit and loss reserves
23,272,859
23,418,788
Total equity
23,782,359
23,928,288
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 £194,071 (2023: £30,559 loss).
The financial statements were approved and signed by the director and authorised for issue on 13 March 2025
13 March 2025
Mr R A Toghill
Director
Company Registration No. 05210481
TOGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
34
364,763
(3,118,063)
Interest paid
(264,340)
(183,054)
Income taxes paid
(190,812)
(674,759)
Net cash outflow from operating activities
(90,389)
(3,975,876)
Investing activities
Purchase of tangible fixed assets
(372,408)
(1,405,868)
Proceeds from disposal of tangible fixed assets
248,864
250,856
Proceeds from disposal of investment property
-
575,505
Purchase of associates
(302)
-
Interest received
42,324
4,839
Net cash used in investing activities
(81,522)
(574,668)
Financing activities
Proceeds from new bank loans
1,794,868
-
Repayment of bank loans
(880,943)
(400,005)
Loans from/(Loans to) other related entities
539,892
(1,561,473)
Payment of finance leases obligations
(238,500)
(400,000)
Dividends paid to equity shareholders
(340,000)
Net cash generated from/(used in) financing activities
875,317
(2,361,478)
Net increase/(decrease) in cash and cash equivalents
703,406
(6,912,022)
Cash and cash equivalents at beginning of year
1,201,671
8,113,693
Cash and cash equivalents at end of year
1,905,077
1,201,671
Relating to:
Cash at bank and in hand
1,905,095
1,201,671
Bank overdrafts included in creditors payable within one year
(18)
-
TOGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
35
339,963
292,554
Interest paid
(159,000)
(126,000)
Income taxes paid
(82,645)
(90,288)
Net cash inflow from operating activities
98,318
76,266
Investing activities
Proceeds from disposal of tangible fixed assets
227,000
Interest received
5,467
4,824
Dividends received
19,546
Net cash generated from investing activities
252,013
4,824
Financing activities
Loans from subsidiary companies
-
1,465,757
Non-trading loans to related parties
-
(1,578,515)
Dividends paid to equity shareholders
(340,000)
-
Net cash used in financing activities
(340,000)
(112,758)
Net increase/(decrease) in cash and cash equivalents
10,331
(31,668)
Cash and cash equivalents at beginning of year
18,178
49,846
Cash and cash equivalents at end of year
28,509
18,178
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
1
Accounting policies
Company information
Togs Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Orchard Works, 4 Ashton Road, Marsh Barton, Exeter EX2 8LN.
The group consists of Togs 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 £1.
The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
1.2
Basis of consolidation
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.
The consolidated financial statements incorporate those of Togs Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
With the exception of the business combination with Newbery Metals Limited (see below), business combinations are accounted for using the purchase method, under which the results of subsidiaries are incorporated from the date that control passes, and the purchase consideration is allocated to the assets and liabilities on the basis of fair value at the date of acquisition. 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.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 14 -
The business combination with Newbery Metals Limited was a group reconstruction on a share for share exchange, and has therefore been accounted for as a merger applying the merger relief provisions under section 612 of the Companies Act 2006. Under this method of accounting the group profit and loss account includes the results of both the company and Newbery Metals Limited as if they had always been combined. As a result, no fair value adjustments arose on the acquisition of Newbery Metals Limited.
1.3
Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.4
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.
Sale of scrap metal:
Revenue from the sale of scrap metal is recognised when the significant risks and rewards of ownership of the scrap metal have passed to the buyer (usually on dispatch), 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.
Where under certain contracts for the delivery of scrap metal the price is not fixed by the group on delivery but at an unspecified future date to be determined by the group, the revenue recognised is restated based on the London Metal Exchange prices at the end of each month with any price movement being taken to Turnover.
Property development:
Revenue and profit on property development are recognised at the point of legal completion, net of incentives. Revenue from land sales is recognised on the unconditional exchange of contracts. If a contract for a land sale is conditional, revenue is only recognised when the conditions are satisfied.
1.5
Intangible fixed assets - goodwill
Goodwill arising on the acquisition of subsidiary undertakings and businesses, represents the excess of the fair value of the consideration given over the fair value of the identifiable 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 of between 5 and 10 years.
Negative goodwill is similarly included in the balance sheet and is credited to the profit and loss account in the periods in which the non-monetary assets are recovered through depreciation or sale. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to the profit and loss account in the periods expected to benefit.
1.6
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.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -
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:
Land and buildings Freehold
2% per annum on a straight-line basis
Land and buildings Leasehold
on a straight line-basis over the term of the lease
Plant and machinery
7.5% and 15% per annum on a straight-line basis
Fixtures, fittings & equipment
20% per annum on a straight-line basis
Motor vehicles
20% per annum on a straight-line basis
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.
1.7
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
Properties rented to group entities are accounted for as tangible fixed assets.
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.
1.9
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
Work in progress is stated at the lower of cost, including direct costs and attributable overheads, and net realisable value.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
Stock of scrap metal:
Cost comprises direct material cost and is calculated using both the LIFO (last-in, first-out) and weighted average methods. This is a departure from the requirement of FRS 102, which requires either the FIFO (first-in, first-out) or weighted average methods to be used. In the opinion of the directors the use of the LIFO method is necessary for the financial statements to give a true and fair view, as the physical limitations of the storage space in the main warehouse mean that the LIFO method is the basis actually used when stock is delivered to the warehouse and subsequently sold.
Stock of land for development and work in progress:
Land for development and developments under construction are valued at the lower of cost and net realisable value.
Cost includes direct costs, directly attributable overheads and borrowing costs that are directly attributable to the acquisition of land for development and subsequent construction.
On initial recognition, land is included within developments at its fair value, which is its cost to the company. Stock of land is recognised at the time a liability is recognised; either on unconditional exchange of contract or once the acquisition has completed.
Where a development is in progress, net realisable value is assessed by considering the expected future revenues and total costs to complete the development, including direct costs and directly attributable overheads.
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.
1.10
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.
1.11
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, 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.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
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, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.12
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.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
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.
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.
1.14
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.15
Retirement benefits
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.
1.16
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 income 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 lease asset are consumed.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the director is 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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
Valuation of investment properties
Investment properties are measured at open market value by the director, being their fair value at each reporting date. Determining the open market value of investment properties requires an estimation of their market value compared with sales values of similar properties in the area.
The carrying value of investment properties at 30 June 2024 is £1,499,900 (2023: £1,499,900).
Sales of copper and rare metals
Where the quantity and quality of rare metals are not known at the year end due to their not having been processed by the laboratory, an estimate of the weight of each rare metal is made in the short term based on the known weight of the mixed unprocessed metals and the knowledge and experience of the group's management.
In addition, the group makes sales of metals to customers on a contractual basis, under which the group has the right to determine the sales value of the metals supplied at an unspecified future time of its own choosing. These arrangements enable the group to take advantage of expected future fluctuating market prices of the metals concerned.
Debtors outstanding at the year end are carried at fair value (being the open market price of the metals at that date), with any changes in fair value recognised in profit or loss. At 30 June 2024 the value of debtors relating to such contracts was £5,009,655 (2023: £6,118,867).
3
Turnover and other revenue
An analysis of the group's turnover is as follows:
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
33,663,475
31,403,062
Plant hire, haulage and miscellaneous
85,116
79,889
Property development sales
881,250
-
34,629,841
31,482,951
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
3
Turnover and other revenue
(Continued)
- 20 -
2024
2023
£
£
Turnover analysed by geographical market
UK
32,038,041
29,679,197
Rest of World
2,591,800
1,803,754
34,629,841
31,482,951
4
Exceptional income
2024
2023
£
£
Exceptional (loss)/gain on sale of investment property
-
53,696
In 2023 the group disposed of investment properties with a carrying value of £521,809 for net consideration of £575,505.
5
Operating profit/(loss)
2024
2023
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Fees payable to the group's auditor for the audit of the group's financial statements
9,000
8,500
Depreciation of owned tangible fixed assets
408,126
343,957
Depreciation of tangible fixed assets held under finance leases
115,974
179,054
Profit on disposal of tangible fixed assets
(242,873)
(147,377)
Amortisation of intangible assets
401,374
404,517
Operating lease charges
174,712
200,212
6
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
9,000
8,500
Audit of the company's subsidiaries
16,000
17,100
25,000
25,600
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
7
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
Directors
1
1
1
1
Works
26
30
-
-
Drivers
4
3
-
-
Administration
11
13
-
-
42
47
1
1
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
1,200,301
1,302,153
Social security costs
110,537
121,403
-
-
Pension costs
27,522
29,324
1,338,360
1,452,880
8
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
56,101
56,014
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023: 1).
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
73,629
34,254
Other interest on financial liabilities
159,000
126,000
232,629
160,254
Other finance costs:
Interest on finance leases and hire purchase contracts
31,711
21,871
Other interest
-
929
Total finance costs
264,340
183,054
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
121,637
70,339
Deferred tax
Origination and reversal of timing differences
314,177
(372,630)
Total tax charge/(credit)
435,814
(302,291)
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
1,334,827
(1,315,234)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
333,707
(269,623)
Tax effect of expenses that are not deductible in determining taxable profit
7,442
7,920
Tax effect of income not taxable in determining taxable profit
(22,572)
Gains not taxable
77,238
Tax effect of utilisation of tax losses not previously recognised
(4,266)
(57,980)
Unutilised tax losses carried forward
3,191
Effect of change in corporation tax rate
(80)
(62,445)
Permanent capital allowances in excess of depreciation
99,011
7,946
Depreciation on assets not qualifying for tax allowances
-
84,271
Other permanent differences
(13)
Deferred tax adjustments in respect of prior years
(70,224)
Taxation charge/(credit)
435,814
(302,291)
11
Dividends
2024
2023
£
£
Interim dividends paid
340,000
-
The dividends above were all paid to the director.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 23 -
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 July 2023 and 30 June 2024
2,010,799
Amortisation and impairment
At 1 July 2023
1,168,509
Amortisation charged for the year
401,374
At 30 June 2024
1,569,883
Carrying amount
At 30 June 2024
440,916
At 30 June 2023
842,290
Company
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 24 -
13
Tangible fixed assets
Group
Land and buildings Freehold
Land and buildings Leasehold
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 July 2023
1,673,497
496,758
4,967,286
218,362
854,637
8,210,540
Additions
560,041
15,313
127,054
702,408
Disposals
(91,656)
(348,764)
(112,830)
(553,250)
At 30 June 2024
1,673,497
405,102
5,178,563
233,675
868,861
8,359,698
Depreciation and impairment
At 1 July 2023
1,201
278,271
2,333,138
173,485
551,274
3,337,369
Depreciation charged in the year
3,604
41,899
339,590
12,477
126,530
524,100
Eliminated in respect of disposals
(87,597)
(346,835)
(112,827)
(547,259)
At 30 June 2024
4,805
232,573
2,325,893
185,962
564,977
3,314,210
Carrying amount
At 30 June 2024
1,668,692
172,529
2,852,670
47,713
303,884
5,045,488
At 30 June 2023
1,672,296
218,487
2,634,148
44,877
303,363
4,873,171
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 25 -
13
Tangible fixed assets
(Continued)
Company
Land and buildings Freehold
Land and buildings Leasehold
Plant and machinery
Total
£
£
£
£
Cost
At 1 July 2023
592,280
28,104
1,637,175
2,257,559
Disposals
(326,250)
(326,250)
At 30 June 2024
592,280
28,104
1,310,925
1,931,309
Depreciation and impairment
At 1 July 2023
8,183
805,849
814,032
Depreciation charged in the year
101,504
101,504
Eliminated in respect of disposals
(326,249)
(326,249)
At 30 June 2024
8,183
581,104
589,287
Carrying amount
At 30 June 2024
592,280
19,921
729,821
1,342,022
At 30 June 2023
592,280
19,921
831,326
1,443,527
Group
Company
2024
2023
2024
2023
£
£
£
£
Freehold
1,076,412
1,080,016
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 machinery
1,471,586
1,030,741
Depreciation charge for the year in respect of leased assets
115,974
179,054
-
-
Group and Company
The cost of depreciable assets included in land and buildings at 30 June 2024 was £270,304 (2023: £Nil).
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
14
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 July 2023 and 30 June 2024
1,499,900
1,500,000
The fair value of the investment property has been arrived at on the basis of a valuation carried out at 30 June 2024 by the director. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
Group
The comparable historic cost for investment properties included at valuation is £1,010,259 (2023: £1,018,906).
The carrying value of land and buildings comprises:
Group
Company
2024
2023
2024
2023
£
£
£
£
Freehold
1,499,900
1,499,900
1,500,000
1,500,000
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
8,649,355
8,649,355
Investments in associates
17
316
14
316
14
8,649,355
8,649,355
Movements in fixed asset investments
Group
Shares in associates
£
Cost or valuation
At 1 July 2023
14
Additions
302
At 30 June 2024
316
Carrying amount
At 30 June 2024
316
At 30 June 2023
14
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
15
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2023
8,700,167
Return of capital by susbidiary
(19,546)
At 30 June 2024
8,680,621
Impairment
At 1 July 2023
50,812
Reversal of impairment
(19,546)
At 30 June 2024
31,266
Carrying amount
At 30 June 2024
8,649,355
At 30 June 2023
8,649,355
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
16
Subsidiaries
Details of the company's subsidiaries at 30 June 2024 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Newbery Metals Limited
Orchard Works, 4 Ashton Road, Marsh Barton, Exeter EX2 8LN
Scrap metal merchants
Ordinary
100.00
-
Newmark Projects Limited
Orchard Works, 4 Ashton Road, Marsh Barton, Exeter EX2 8LN
Dormant
Ordinary
100.00
-
Goldmix Limited
Orchard Works, 4 Ashton Road, Marsh Barton, Exeter EX2 8LN
Property development
Ordinary
100.00
-
Seaton Orchard (Sparkwell) Limited
Orchard Works, 4 Ashton Road, Marsh Barton, Exeter EX2 8LN
In liquidation
Ordinary
100.00
-
JVCo 1 Ltd
Orchard Works, 4 Ashton Road, Marsh Barton, Exeter EX2 8LN
Dormant
Ordinary
100.00
-
JVCo 2 Ltd
Orchard Works, 4 Ashton Road, Marsh Barton, Exeter EX2 8LN
Dormant
Ordinary
100.00
-
JVCo 3 Ltd
Orchard Works, 4 Ashton Road, Marsh Barton, Exeter EX2 8LN
Dormant
Ordinary
100.00
-
Seaton Orchard (Sparkwell) Limited went into voluntary liquidation on 18 November 2022.
The aggregate capital and reserves and the profit for the year of the subsidiaries noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
Newbery Metals Limited
1,060,320
14,665,909
Newmark Projects Limited
19,546
102
Goldmix Limited
45,993
495,487
Seaton Orchard (Sparkwell) Limited
(228,383)
JVCo 1 Ltd
1
JVCo 2 Ltd
1
JVCo 3 Ltd
1
All subsidiary undertakings have been included in the consolidation.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 29 -
17
Associates
These financial statements are separate company financial statements for Togs Limited and do not include the results of Charlton House Teignmouth Ltd on the grounds that it is not material to the group.
Details of associates at 30 June 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Charlton House Teignmouth Ltd
West Exe Business Park, Alphington, Exeter, Devon EX2 9SL
Property development
Ordinary
14
Zeath @ The Bay Limited*
Harscombe House, 1 Darklake View, Estover, Plymouth, Devon PL6 7TL
Property development
Ordinary
50
Zeath Developments Limited*
Harscombe House, 1 Darklake View, Estover, Plymouth, Devon PL6 7TL
Property development
Ordinary
50
The group owns 14% of the shares of Charlton House Teignmouth Ltd but, in addition, has a loan due from that company of £179,674 (2023: £179,674) included in Amounts due from associate undertakings in Debtors.
The interests in Zeath @ The Bay Limited and Zeath Developments Limited are held by Goldmix Limited. Zeath @ The Bay Limited and Zeath Developments Limited were incorporated on 15 January 2024 and 15 December 2023 respectively, and no financial statements have yet been prepared.
18
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss:
Trade debtors (see note 21)
5,009,655
6,118,867
-
-
Measured at undiscounted amount receivable:
Trade and other debtors
10,545,273
8,612,216
14,465,745
14,364,027
Carrying amount of financial liabilities
Measured at amortised cost:
Loans payable
(1,513,925)
(600,000)
-
-
Obligations under hire purchase contracts
(811,500)
(720,000)
-
-
Measured at undiscounted amount payable:
Trade and other creditors
(4,034,807)
(3,116,325)
(2,137,105)
(2,246,498)
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 30 -
19
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Work in progress
8,796,068
6,729,318
524,498
515,670
Finished goods and goods for resale
4,326,412
4,152,282
13,122,480
10,881,600
524,498
515,670
The value of stock as stated above is lower than its equivalent replacement cost by £1,489,442 (2023: £1,021,971).
20
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
7,371,709
7,343,775
30
8,750
Corporation tax recoverable
502,672
433,497
31,526
28,359
Amounts due from subsidiary undertakings
7,289,082
7,144,919
Amounts due from associate undertakings
225,136
Other debtors
7,968,843
7,935,746
7,176,633
7,210,358
Prepayments and accrued income
250,991
231,952
43,322
4,536
16,319,351
15,944,970
14,540,593
14,396,922
Group
Included in Trade debtors are amounts totalling £5,009,655 (2023: £6,118,867) due under contracts for the delivery of scrap metal where the price was not fixed by the group at the date of delivery. These contracts are accounted for at fair value based on metal prices on the London Metal Exchange at the year-end date. The group is exposed to price risk and foreign exchange risk on these contracts because the metal prices are determined with reference to the quoted market price on the London Metal Exchange, which are denominated in US dollars. The group is also exposed to credit risk as a result of the extended credit given to the customer until the group fixes the price.
Included in Other debtors are loans of £6,939,099 (2023: £7,343,358) due from companies controlled by a director or their domestic partner and other related parties, which are unsecured, interest free and repayable on demand. These amounts owed by connected companies are not anticipated to be repaid within 12 months of the balance sheet date. The group is exposed to credit risk as a result of these loans.
Company
Included in Other Debtors are the following:
Loans of £7,136,633 (2023: £7,170,358) due from companies controlled by a director or in which they have an interest, which are unsecured, interest free and repayable on demand. These amounts owed by connected companies are not anticipated to be repaid within 12 months of the balance sheet date. The company is exposed to credit risk as a result of these loans.
A balance of £920,810 (2023: £Nil) held in trust in favour of Nat West Bank - see note 29 to the financial statements.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 31 -
21
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
23
1,313,943
200,005
Obligations under finance leases
24
266,000
200,000
Trade creditors
1,327,604
1,244,520
Amounts owed to group undertakings
6,163
526,861
Other taxation and social security
394,247
79,153
4,223
15,564
Other creditors
2,707,203
1,871,805
2,480,126
1,728,987
Accruals and deferred income
117,910
140,189
67,367
58,867
6,126,907
3,735,672
2,557,879
2,330,279
Group
Obligations under finance leases are secured upon the assets to which they relate.
Included in Other creditors for the group are loans of £227,116 (2023: £152,832) due to companies controlled by a director or their domestic partner and other related parties, which are unsecured, interest free and repayable on demand.
Also included in Other creditors are loans by the director and close family members totalling £2,460,737 (2023: £1,669,623) which are unsecured, bear interest (see note 31 to the financial statements) and are repayable on demand.
Company
Included in Other creditors are loans by the director and close family members totalling £2,460,737 (2023: £1,699,623) which are unsecured, bear interest (see note 31 to the financial statements) and are repayable on demand.
22
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
23
200,000
399,995
Obligations under finance leases
24
545,500
520,000
745,500
919,995
-
-
Obligations under finance leases are secured upon the assets to which they relate.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 32 -
23
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
1,513,925
600,000
Bank overdrafts
18
1,513,943
600,000
-
-
Payable within one year
1,313,943
200,005
Payable after one year
200,000
399,995
The short-term bank loan is repayable within 12 months and is secured by a fixed charge on one of the sites and by a floating charge over the assets of both the company and Togs Limited, the parent company. A personal guarantee has also been provided by the director. The loan is repayable from the proceeds of sale of development properties. Interest is payable on the loan at 1% per calendar month.
The long-term bank loan is a Covid business interruption loan, secured by a fixed and floating charge over the group's assets and repayable by monthly instalments. Interest is payable on the loan at 2% above the bank base rate.
24
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
304,741
227,680
In two to five years
638,259
591,512
943,000
819,192
-
-
Less: future finance charges
(131,500)
(99,192)
811,500
720,000
Finance lease payments represent rentals payable by the group for finance secured on specified items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years, at interest rates between 3.8% and 4.4% per annum. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 33 -
25
Provisions for liabilities
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Provision for claim under construction contract
124,604
124,604
-
-
Deferred tax liabilities
26
829,608
515,431
244,739
265,085
954,212
640,035
244,739
265,085
Movements on provisions apart from deferred tax liabilities:
Group
£
At 1 July 2023 and 30 June 2024
124,604
The provision for a claim under a construction contract relates to a guarantee provided by Seaton Orchard (Sparkwell) Limited, a subsidiary company which is in liquidation, to a third party. The guarantee has been called in by the third party.
26
Deferred taxation
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
744,407
687,836
Tax losses
-
(257,606)
Revaluations
85,201
85,201
829,608
515,431
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
159,538
179,884
Revaluations
85,201
85,201
244,739
265,085
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
26
Deferred taxation
(Continued)
- 34 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 July 2023
515,431
265,085
Charge/(credit) to profit or loss
314,177
(20,346)
Liability at 30 June 2024
829,608
244,739
27
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
27,522
29,324
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.
28
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
9,500
9,500
9,500
9,500
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
500,000
500,000
500,000
500,000
Preference shares classified as equity
500,000
500,000
Total equity share capital
509,500
509,500
The Preference shares are non-voting, non-redeemable, carry no fixed rights to income and are only entitled to a return of capital on a winding up.
29
Financial commitments, guarantees and contingent liabilities
The group has given a commitment to Devon County Council as part of construction contract, supported by a guarantee from Nat West Bank. As part of the guarantee provided by the bank, the group has deposited £920,810 in a bank account which is held in trust for Nat West Bank until the work is completed.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
(Continued)
- 35 -
30
Operating lease commitments
Lessee
The group leases premises and plant and machinery under operating leases.
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
60,077
9,447
-
-
Between two and five years
147,188
7,666
-
-
In over five years
9,600
9,900
-
-
216,865
27,013
-
-
31
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2024
2023
£
£
Aggregate compensation
174,576
210,081
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Purchase of goods
2024
2023
£
£
Other related parties
1,578,902
1,632,391
Sale of services
Purchase of services
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
75,000
75,000
221,040
148,355
Company
Other related parties
75,000
75,000
-
-
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
31
Related party transactions
(Continued)
- 36 -
Group
The transactions above are all with companies controlled by a director or their domestic partner.
During the year the group was charged interest on loans by the director and close family members of £159,000 (2023: £126,000).
Company
The transactions above are all with companies controlled by a director or their domestic partner.
During the year the company paid interest on loans by the director and close family members of £159,000 (2023: £126,000).
The following amounts were outstanding at the reporting end date:
Amounts owed to related parties
2024
2023
£
£
Group
Other related parties
228,358
79,254
Company
Other related parties
-
20,000
The following amounts were outstanding at the reporting end date:
Amounts owed by related parties
2024
2023
Balance
Balance
£
£
Group
Other related parties
7,050,936
7,269,794
Company
Other related parties
7,136,594
7,170,358
Group
The group has taken advantage of the exemption under FRS 102 from disclosing intra-group related party transactions that are eliminated on consolidation.
Company
The company has taken advantage of the exemption under FRS 102 from disclosing intra-group related party transactions, on the basis that it prepares publicly available consolidated financial statements.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 37 -
32
Directors' transactions
Interest free loans have been granted by the group to its directors as follows:
Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Mr R A Toghill - Loan to director
2.25
4,536
303,536
2,822
(308,072)
2,822
4,536
303,536
2,822
(308,072)
2,822
33
Controlling party
The ultimate controlling party is Mr R A Toghill, the majority shareholder.
34
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Profit/(loss) for the year after tax
899,013
(1,012,943)
Adjustments for:
Taxation charged/(credited)
435,814
(302,291)
Finance costs
264,340
183,054
Investment income
(42,324)
(4,839)
Gain on disposal of tangible fixed assets
(242,873)
(147,377)
Gain on disposal of investment property
(53,696)
Amortisation and impairment of intangible assets
401,374
404,517
Depreciation and impairment of tangible fixed assets
524,100
523,011
Movements in working capital:
Increase in stocks
(2,240,880)
(590,835)
Increase in debtors
(450,827)
(2,144,155)
Increase in creditors
817,026
27,491
Cash generated from/(absorbed by) operations
364,763
(3,118,063)
Non-cash items in Investing activities
The cost of Plant and machinery of £330,000 (2023: £Nil) financed during the year by a hire purchase contract has been excluded from the Statement of Cash Flows.
TOGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 38 -
35
Cash generated from operations - company
2024
2023
£
£
Profit/(loss) for the year after tax
194,071
(30,559)
Adjustments for:
Taxation charged
59,132
22,981
Finance costs
159,000
126,000
Investment income
(25,013)
(4,824)
Gain on disposal of tangible fixed assets
(226,999)
-
Depreciation and impairment of tangible fixed assets
101,504
139,439
Other gains and losses
-
50,812
Movements in working capital:
Increase in stocks
(8,828)
-
Increase in debtors
(140,504)
(22,589)
Increase in creditors
227,600
11,294
Cash generated from operations
339,963
292,554
Non-cash items in Investing activities:
Dividends voted to the company by subsidiary companies for non-cash consideration of £Nil (2023: £620,860) have been excluded from the Statement of Cash Flows.
36
Analysis of changes in net debt - group
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
1,201,671
703,424
1,905,095
Bank overdrafts
(18)
(18)
1,201,671
703,406
1,905,077
Borrowings excluding overdrafts
(600,000)
(913,925)
(1,513,925)
Obligations under finance leases
(720,000)
(91,500)
(811,500)
(118,329)
(302,019)
(420,348)
37
Analysis of changes in net funds - company
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
18,178
10,331
28,509
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