Registered number:
FOR THE YEAR ENDED 30 JUNE 2024
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GROVES OF THAME (HOLDINGS) LIMITED
COMPANY INFORMATION
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GROVES OF THAME (HOLDINGS) LIMITED
CONTENTS
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GROVES OF THAME (HOLDINGS) LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
In September 2022, Groves of Thame (Holdings) Ltd, acquired the entire share capital of Asia based businesses, SewGroup HTL (Holdings) Ltd and SGA Holding Ltd, also the entire share capital of French based F.I.C Group. The resulting group of companies operating under the SewGroup banner, enables effective and efficient worldwide production, sourcing and distribution of haberdashery and needlecraft products.
The principal activity of the company in the year under review was that of the production, sourcing, sale and distribution of haberdashery and needlecraft products. The company is an International market leader in the supply of sewing, needlecraft and other related gift items to retailers in over 40 countries worldwide.
The directors are pleased to report that the group had another successful year. The group now has substantial business in mainland Europe serviced by our facility in central France.
The UK operation services the UK, Republic of Ireland and numerous smaller territories outside the EU. The Asia based business in addition to servicing our EU and UK businesses, also supplies around forty other important worldwide markets. The Adjustoform dressform manufacturing business based in Kent UK, with additional manufacturing facilities in China, contributes to the group’s worldwide export business. Our recently formed company, USA based Sewgroup LLC, is enabling us to begin to service the US market with locally held stock. Environment The Group is committed to taking steps to minimise and offset the impact of our daily operations on the environment. The Solar 298KWp installation on our Thame premises, continues to perform as per expectations, and is on track for our projected payback schedule. The company’s electricity consumption and carbon footprint has been substantially reduced since commissioning. In Spring/Summer and early Autumn months, the main UK office and warehouse near Oxford, are now operating “off grid” for many hours during the working day with excess generated electricity feeding into the local grid. Over 40% of the annual electicity consumption of our warehouse and offices in Thame is now supplied by our own green energy system and over 120,000 kwH is being fed back into the local electricity grid. The group is exploring a project to add Solar PV to the company’s factory premises in Southern China. The UK fleet of diesel vehicles has been halved over the last three years, and replaced with alternative fuel vehicles. The company has an aggressive target to reduce plastic packaging.The recent launch of the Group’s “Milward Green” zero plastic packaging range of haberdashery, has been successfully launched in many markets. We are continuing to work with suppliers, to reduce to a minimum, plastic packaging use. Also the company aims to use recycled plastic where plastic packaging is still required. In the UK and Ireland, progress is shown graphically on the Groves website with an interactive live “speedometer” graphic enabling daily progress to be easily shared. This is very much an ongoing project and the Directors are very pleased with the results achieved to date.
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GROVES OF THAME (HOLDINGS) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
The group's policy is to finance working capital through retained earnings.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The company uses various financial instruments these include cash, and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the company's operations. The existence of these financial instruments exposes the company to a number of financial risks, which are described in more detail below. Currency Risk The company is exposed to foreign exchange risk due to a significant proportion of annual purchases made in US Dollars and Euros. Some natural hedging realised by sales exports in Euros, offsets a proportion of the Euro risk. Transaction exposure is evident in the use of foreign currency accounts. Exchange differences on retranslation of these assets and liabilities are taken to the profit and loss account. Liquidity Risk The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The objective is to ensure a mix of funding methods offering flexibility and cost effectiveness to match the needs of the company. The group has very limited borrowing and its liquidity requirements are met primarily from cash resources. Interest rate risk The company finances its operations through cash resources. Interest receivable on funds on deposit is affected by changes in market interest rates. Credit Risk The principal credit risk arises from trade debtors. In order to manage credit risk the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with the debt ageing and collection history.
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GROVES OF THAME (HOLDINGS) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
The group KPIs include the effective management of the gross profit and associated stock margins which are subject to changes in material costs transport cost fluctuations, exchange rate changes and import duties.
Turnover growth is one of the company's key objectives through both organic and acquisition sales growth. Turnover for 2024 grew to £65.5m with an increased gross margin. The financial contribution from of the Asia businesses substantially increased compared to 2023 as did the contribution from the French businesses. The unaudited sum of 12 month sales for the year for all entities prior to group eliminations is £82.8m. Stock levels have been maintained at more normal pre-pandemic levels. A post year end loss attributable to an outstanding debt owed by a large US retailer, will have an impact on the group’s 2025 year end performance but does not change the group’s ongoing strategic objectives. This does not impact any debts oustanding as at 30 June 2024.
In the opinion of the directors, beyond the information included in the financial statements there are no key performance indicators whose disclosure is necessary for an understanding of the development, performance or position of the company.
Section 172 of the Companies Act 2006 requires a Director of a Company to act in the way he or she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing this, section 172 requires a Director to have regard, among other matters, to: the likely consequences of any decision in the long term; the interests of the Company’s employees; the need to foster the Company’s business relationships with suppliers, clients, joint arrangement partners and others; the impact of the Company’s operations on the community and the environment; the desirability of the Company maintaining a reputation for high standards of business conduct; and the need to act fairly with members of the Company.
The Directors give careful consideration to the factors set out above in discharging their duties under section 172. The stakeholders we consider in this regard are the people who work for us, our customers and those in the supply chain with whom we engage, our owners, regulatory bodies and those that live in the societies within which we operate. The Directors recognise that building strong relationships with our stakeholders will help us to deliver our strategy in line with our long-term values and operate the business in a sustainable way. We are committed to doing business responsibly and thinking for the long term. The Directors regularly receive reports from management on issues concerning customers, the environment, suppliers, employees and other stakeholders which it takes into account in its discussions and in its decision making process under section 172.
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GROVES OF THAME (HOLDINGS) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
This report was approved by the board and signed on its behalf.
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GROVES OF THAME (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation and minority interests, amounted to £6,240,011 (2023 - £1,967,949).
The directors who served during the year were:
The Directors continue to review acquisition opportunities that offer long term value.
The Directors expect to continue a programme designed to make order processing and picking more efficient and continue to look for opportunities to expand the product range appropriately. The company is always searching for new and profitable brand distribution opportunities.
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GROVES OF THAME (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Delivering Groves of Thame (Holdings) Ltd (“Sew group”) growth strategy and longevity requires strong mutually beneficial relationships with suppliers, customers and other operational partners. Sew group seeks the promotion and application of certain general principles in such relationships. The ability to promote these principles effectively is an important factor in the decision to enter into or remain in such relationships.
The business continuously monitors relationships with both suppliers and customers and those with whom we do business, and the Directors engage with the businesses on these topics. In particular the Directors recognise the importance of on time payments to suppliers along with accurate on time deliveries to customers. The company’s commitment to long term partnerships with both suppliers and customers is key to our success as a business.
There have been no significant events affecting the Company since the year end.
The auditors, Wellers, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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GROVES OF THAME (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME (HOLDINGS) LIMITED
We have audited the financial statements of Groves of Thame (Holdings) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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GROVES OF THAME (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME (HOLDINGS) LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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GROVES OF THAME (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME (HOLDINGS) LIMITED (CONTINUED)
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GROVES OF THAME (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME (HOLDINGS) LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the key laws and regulations that are applicable to the company. We determined that the most significant laws and regulations in the context of the financial statements included but were not limited to the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant tax legislation. We also assessed which areas of the financial statements are more susceptible to misstatement. We considered the opportunities and incentives that may exist within the organisation for fraud, and identified the greatest potential for fraud in revenue recognition, particularly in respect of any manual adjustments made to revenue outside of the day to day recording of transaction and also the potential for off balance sheet items to be considered on balance sheet. We are also mandated to perform specific procedures under ISAs (UK) to respond to the risk of management override. The primary responsibility for the prevention and detection of fraud and irregularities rests with those charged with governance of the company and management. We are not responsible for preventing irregularities. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: • The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience; • Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit; • We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • Making enquiries of management regarding any instances of known or suspected fraud or non-compliance with laws and regulations, as well as any actual or potential litigation and claims; • Gaining an understanding of the design and implementation of the processes and controls in place within the company which are designed to prevent, detect or correct fraud or error within the financial statements. To address the risk of fraud through management bias and override of controls, we: • Reviewed correspondence with legal and regulatory bodies where applicable; • Performed analytical procedures to identify any unusual or unexpected relationships; • Reviewed the detail of certain nominal accounts for indications of management override; • Challenged the accounting treatment applied in respect of revenue recognised during the year, in particular in relation to manual adjustments made to revenue; • Identified and tested journal entries which we considered to be unusual and may be indicative of bias on the part of management or those charged with governance, investigating the rationale behind significant or unusual transactions; • Reviewed the minutes of meetings of management and those charged with governance.
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GROVES OF THAME (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME (HOLDINGS) LIMITED (CONTINUED)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to: • We agreed the financial statements disclosures to underlying supporting documentation. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
During the prior year the group made acquisitions in September 2022 as referred to in the Strategic Report. The figures at this mid-year date were unaudited. Our audit opinion in respect of this remains unmodified.
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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Accountants
Statutory Auditors
Milweye Court
73 Southern Road
Oxon
OX9 2ED
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GROVES OF THAME (HOLDINGS) LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
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GROVES OF THAME (HOLDINGS) LIMITED
REGISTERED NUMBER: 08872232
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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GROVES OF THAME (HOLDINGS) LIMITED
REGISTERED NUMBER: 08872232
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 24 to 50 form part of these financial statements.
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GROVES OF THAME (HOLDINGS) LIMITED
REGISTERED NUMBER: 08872232
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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GROVES OF THAME (HOLDINGS) LIMITED
REGISTERED NUMBER: 08872232
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 24 to 50 form part of these financial statements.
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