REGISTERED NUMBER: 13223645 (England and Wales) |
OPEN & SHUT HOLDINGS LIMITED |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
REGISTERED NUMBER: 13223645 (England and Wales) |
OPEN & SHUT HOLDINGS LIMITED |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Financial Statements | 18 |
OPEN & SHUT HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30 JUNE 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
29 Wood Street |
Stratford-upon-Avon |
CV37 6JG |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 JUNE 2024 |
The directors present their strategic report of the company and the group for the year ended 30 June 2024. |
INTRODUCTION |
The principal activity of the company is that of a holding company. The trading companies within the group facilitate and deliver the manufacture, sales and distribution of high-performance architectural door hinges and ancillary hardware, through the Royde and Tucker brand, along with the manufacture sales and distribution of pocket door and sliding door systems under the Portman brand. |
The directors aim to provide a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. |
BUSINESS REVIEW |
Open And Shut Holdings Limited is a holding company and owns 100% of Royde & Tucker Holdings (which in turn owns 85% of Royde & Tucker Limited), 15% of Royde & Tucker Limited (directly) and 100% of RT Properties Limited. During the reporting period the business operated normally in its holdings position in the group structure and there were no changes in the business. |
Royde & Tucker Limited is the principal trading business in the group. Trading remained in line with the preceding equivalent period. However, economic conditions due to macroeconomic uncertainties have both directly and indirectly impacted confidence and investment in the construction sector. This in conjunction with increasing material, energy and labour costs have collectively impacted revenues and margins. Cost increases have been in part offset by price increases and ongoing cost reductions. The business has a strong asset base, a unique product proposition, a strong brand portfolio and a committed workforce. Together with continued shareholder support, investment in ERP, process improvements and NPD, the business remains in a good position to weather these storms and continues towards sustained growth in revenue and profitability. Based on the rigorous assessment of the company's financial position and future prospects, the Board affirms its confidence in the business's viability and confirms its status as a going concern. |
The turnover and cost of sales of the group is as under: |
12 Months | 12 Months |
to 30/6/24 | to 30/6/23 |
Turnover | £5,989,106 | £6,022,981 |
Cost of Sales | (£3,479,084 | ) | (£3,440,845 | ) |
RT Properties Limited handles the property investment and management matters for the Group. The principal property was let to Royde & Tucker Limited in the year and there were no changes in the business. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks facing the business continue to relate to the general economic environment, consumer confidence, construction onsite labour availability and input material costs. However, as a business we enter the new financial year with a healthy order book and steady monthly revenues. Our direct markets remain healthy, although order intake is driven by the quantity of construction work at final fix stage and is sometimes irregular. |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 JUNE 2024 |
FINANCIAL & OTHER KEY PERFORMANCE INDICATORS |
Revenue, Gross Profit, EBITDA, Liquidity and Health & Safety Performance are the primary KPl's used by the directors to monitor the financial position and overall performance of the business. |
Jun-24 | Jun-23 | Change |
Revenue (£ 's) | 5,989 | 6,022 | -0.6% |
Gross Profit % | 42% | 43% | -1% |
EBITDA (£ 's) | (90) | 53 | -143 |
Liquidity | 0.7 | 2.7 | -2 |
Basic H&S stats (to end of June 24): |
Working days since reportable incident/accident: | 810 days |
Working days since lost-time incident/accident: | 236 days |
Working days since last incident/ accident: | 236 days |
ON BEHALF OF THE BOARD: |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 JUNE 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the Company continued being that of a holding Company. |
DIVIDENDS |
The loss for the period, after taxation, amounted to £372,755. No dividends were paid. |
FUTURE DEVELOPMENTS |
Future developments are covered in the Strategic Report. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
ENGAGEMENT WITH EMPLOYEES |
The Company keeps employees informed of matters affecting them as employees and the financial economic factors affecting the performance of the Company by the method of relevant internal communications media. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements 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 company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain 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 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. |
DISCLOSURE OF INFORMATION TO AUDITORS |
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: |
- so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and |
- the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information. |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 JUNE 2024 |
AUDITORS |
The auditors, Fruition Advisory LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
OPEN & SHUT HOLDINGS LIMITED |
Qualified Opinion |
We have audited the financial statements of Open & Shut Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion, except for the effects of the matter described in the Basis for qualified opinion section, the financial statements: |
- give a true and fair view of the state of the group's and of the parent company affairs as at 30 June 2024 and of the group's loss for the year then ended; |
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for qualified opinion |
We were unable to obtain sufficient audit evidence to ascertain the correctness of valuation of the inventory as at the date of the Financial statements and there was no alternative audit procedures that we could perform to satisfy ourselves as to whether the inventory on the Financial Statements were free from material misstatement. |
As a result of these matters, we were unable to determine whether any adjustments might have been necessary and required to be made in respect of inventory as at 30 June 2024; and in respect of the impact on the Statement of Income. |
It should be noted that management has made significant improvements to the stock system during the year and that the weakness in obtaining sufficient audit evidence did not relate to quantity but was limited to the complexity in valuation of component materials. |
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's and the parent company's ability to continue to adopt the going concern basis of accounting included issues highlighted under the Accounting policy for Going Concern in Page 18. |
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 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
OPEN & SHUT HOLDINGS LIMITED |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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 the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
OPEN & SHUT HOLDINGS LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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 objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. |
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. |
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: |
- the nature of the industry and sector, control environment and business performance including the design of the Company remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets; |
- results of our enquiries of management about their own identification and assessment of the risks of irregularities; |
- any matters we identified having obtained and reviewed the Company documentation of their policies and procedures relating to: |
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; |
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
- the matters discussed among the audit engagement team and involving relevant internal specialists, including tax specialists, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to compliance with laws and regulations. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. |
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
OPEN & SHUT HOLDINGS LIMITED |
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company ability to operate or to avoid a material penalty. These included compliance with GDPR regulation. |
Audit response to risks identified: |
As a result of performing the above, we identified compliance with laws and regulations as a key audit matter related to the potential risk of fraud. |
Our procedures to respond to risks identified included the following: |
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
- enquiring of management concerning actual and potential litigation and claims; |
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reading minutes of meetings of those charged with governance and reviewing internal reports; |
- obtaining an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and |
- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk 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 Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 a Report of the Auditors 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 |
29 Wood Street |
Stratford-upon-Avon |
CV37 6JG |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
CONSOLIDATED |
INCOME STATEMENT |
FOR THE YEAR ENDED 30 JUNE 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER | 4 | 5,989,106 | 6,022,981 |
Cost of sales | (3,479,084 | ) | (3,440,845 | ) |
GROSS PROFIT | 2,510,022 | 2,582,136 |
Distribution costs | (254,362 | ) | (247,140 | ) |
Administrative expenses | (2,567,446 | ) | (2,499,227 | ) |
(311,786 | ) | (164,231 | ) |
Other operating income | 5 | 33,325 | 72,633 |
OPERATING LOSS | 7 | (278,461 | ) | (91,598 | ) |
Interest receivable and similar income | 9 | 212 | 2,710 |
(278,249 | ) | (88,888 | ) |
Interest payable and similar expenses | 10 | (394,235 | ) | (355,373 | ) |
LOSS BEFORE TAXATION | (672,484 | ) | (444,261 | ) |
Tax on loss | 11 | 17,484 | (40,376 | ) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Loss attributable to: |
Owners of the parent | (655,000 | ) | (484,637 | ) |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
CONSOLIDATED |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 30 JUNE 2024 |
2024 | 2023 |
Notes | £ | £ |
LOSS FOR THE YEAR | (655,000 | ) | (484,637 | ) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE LOSS FOR THE YEAR |
(655,000 |
) |
(484,637 |
) |
Total comprehensive loss attributable to: |
Owners of the parent | (655,000 | ) | (484,637 | ) |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
CONSOLIDATED BALANCE SHEET |
30 JUNE 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 13 | (1,539,450 | ) | (1,568,939 | ) |
Tangible assets | 14 | 4,638,852 | 4,813,817 |
Investments | 15 | - | - |
3,099,402 | 3,244,878 |
CURRENT ASSETS |
Stocks | 16 | 1,093,560 | 1,026,610 |
Debtors | 17 | 1,119,936 | 1,116,370 |
Cash at bank | 18 | 480,707 | 693,092 |
2,694,203 | 2,836,072 |
CREDITORS |
Amounts falling due within one year | 19 | 3,913,930 | 1,070,338 |
NET CURRENT (LIABILITIES)/ASSETS | (1,219,727 | ) | 1,765,734 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
1,879,675 |
5,010,612 |
CREDITORS |
Amounts falling due after more than one year |
20 |
(1,917,600 |
) |
(4,376,053 |
) |
PROVISIONS FOR LIABILITIES | 24 | (131,998 | ) | (149,482 | ) |
NET (LIABILITIES)/ASSETS | (169,923 | ) | 485,077 |
CAPITAL AND RESERVES |
Called up share capital | 25 | 3,000 | 3,000 |
Share premium | 26 | 297,000 | 297,000 |
Retained earnings | 26 | (469,923 | ) | 185,077 |
SHAREHOLDERS' (DEFICIT)/FUNDS | (169,923 | ) | 485,077 |
The financial statements were approved by the Board of Directors and authorised for issue on 28 March 2025 and were signed on its behalf by: |
S C Gardiner - Director |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
COMPANY BALANCE SHEET |
30 JUNE 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 13 |
Tangible assets | 14 |
Investments | 15 |
CURRENT ASSETS |
Debtors | 17 |
Cash at bank | 18 |
CREDITORS |
Amounts falling due within one year | 19 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
20 |
NET (LIABILITIES)/ASSETS | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 25 | 3,000 | 3,000 |
Share premium | 26 | 297,000 | 297,000 |
Retained earnings | 26 | (340,847 | ) | 31,908 |
SHAREHOLDERS' FUNDS | ( |
) |
Company's (loss)/profit for the financial year |
(372,755 |
) |
45,877 |
The financial statements were approved by the Board of Directors and authorised for issue on |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 JUNE 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 July 2022 | 3,000 | 669,714 | 297,000 | 969,714 |
Changes in equity |
Deficit for the year | - | (484,637 | ) | - | (484,637 | ) |
Total comprehensive loss | - | (484,637 | ) | - | (484,637 | ) |
Balance at 30 June 2023 | 3,000 | 185,077 | 297,000 | 485,077 |
Changes in equity |
Deficit for the year | - | (655,000 | ) | - | (655,000 | ) |
Total comprehensive loss | - | (655,000 | ) | - | (655,000 | ) |
Balance at 30 June 2024 | 3,000 | (469,923 | ) | 297,000 | (169,923 | ) |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 JUNE 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 July 2022 | ( |
) |
Changes in equity |
Total comprehensive income | - | - |
Balance at 30 June 2023 | 3,000 | 31,908 | 297,000 | 331,908 |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 30 June 2024 | 3,000 | (340,847 | ) | 297,000 | (40,847 | ) |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 JUNE 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 273,641 | 217,095 |
Interest paid | (123,187 | ) | (122,400 | ) |
Tax paid | - | 17,263 |
Increase in amounts owed to groups | 108,000 | 108,000 |
Net cash from operating activities | 258,454 | 219,958 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (21,630 | ) | (32,583 | ) |
Purchase of tangible fixed assets | (21,172 | ) | (99,916 | ) |
Interest received | 212 | 2,710 |
Net cash from investing activities | (42,590 | ) | (129,789 | ) |
Cash flows from financing activities |
Loan repayments in year | (157,200 | ) | (463,222 | ) |
Interest paid | (271,049 | ) | (232,973 | ) |
Net cash from financing activities | (428,249 | ) | (696,195 | ) |
Decrease in cash and cash equivalents | (212,385 | ) | (606,026 | ) |
Cash and cash equivalents at beginning of year |
2 |
693,092 |
1,299,118 |
Cash and cash equivalents at end of year |
2 |
480,707 |
693,092 |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 JUNE 2024 |
1. | RECONCILIATION OF LOSS FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Loss for the financial year | (655,000 | ) | (484,637 | ) |
Depreciation charges | 188,276 | 143,981 |
Loss on disposal of fixed assets | - | 639 |
Finance costs | 394,235 | 355,373 |
Finance income | (212 | ) | (2,710 | ) |
Taxation | (17,484 | ) | 40,376 |
(90,185 | ) | 53,022 |
(Increase)/decrease in stocks | (66,950 | ) | 4,749 |
(Increase)/decrease in trade and other debtors | (3,566 | ) | 204,207 |
Increase/(decrease) in trade and other creditors | 434,342 | (44,883 | ) |
Cash generated from operations | 273,641 | 217,095 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 30 June 2024 |
30/6/24 | 1/7/23 |
£ | £ |
Cash and cash equivalents | 480,707 | 693,092 |
Year ended 30 June 2023 |
30/6/23 | 1/7/22 |
£ | £ |
Cash and cash equivalents | 693,092 | 1,299,118 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1/7/23 | Cash flow | At 30/6/24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 693,092 | (212,385 | ) | 480,707 |
693,092 | (212,385 | ) | 480,707 |
Debt |
Debts falling due within 1 year | (157,209 | ) | (2,423,650 | ) | (2,580,859 | ) |
Debts falling due after 1 year | (2,580,853 | ) | 2,580,853 | - |
(2,738,062 | ) | 157,203 | (2,580,859 | ) |
Total | (2,044,970 | ) | (55,182 | ) | (2,100,152 | ) |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
1. | STATUTORY INFORMATION |
Open & Shut Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). |
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements. |
The level of rounding applied is to the nearest £. |
The following principal accounting policies have been applied: |
Going Concern |
The Group has incurred a loss during the year which has resulted in a negative shareholder's funds as at 30th June 2024. Further, the Group has the following loans which will be due for repayment within 12 months from the date of approval of these financial statements: |
- Loan facility of £2.58 million due for repayment on 7th April 2025 and |
- Investor loans of £250,000 issued after 30th June 2024 due for repayment in November 2025. |
The Group intends to sell its property and use the proceeds to settle the mortgage and investor loans. The surplus cash generated on the sale of property after the settlement of Loan facility and investor loans, will be utilised to fund the business. The Group has received a firm offer from a prospective buyer as at the date of approval of these financial statements. |
The loan facility lenders have agreed to extend the loan maturity date, during which time the directors are confident the pending sale of the property will complete. The Investors will continue to support the Group for a period of at least twelve months from the date of signing the financial statements. The directors have prepared projected budgets and on the basis of these budgets, the directors have considered the Group to continue to operate as a going concern. Thus the directors are confident that the Group will have sufficient funds to meet its liabilities and continue its operations for a period of not less than 12 months from the date of approval of these financial statements. |
The directors continue to monitor cashflow closely and exercise tight credit control and, based on their forecasts, consider it appropriate to prepare the financial statements on a going concern basis and do not include any adjustments that would result if the Group was not able to continue as a going concern. |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Basis of consolidation |
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases. |
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 07 May 2021. |
Business combinations |
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably |
Turnover |
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: |
Sale of goods |
Turnover from the sale of goods is recognised when all of the following conditions are satisfied: |
• the Group has transferred the significant risks and rewards of ownership to the buyer; |
• the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
• the amount of turnover can be measured reliably; |
• it is probable that the Group will receive the consideration due under the transaction; and |
• the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Negative goodwill |
Negative goodwill represents the difference between the amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, negative goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Negative goodwill is released to the profit and loss up to the fair value of the non-monetary assets acquired. The remaining negative goodwill is released on a pro rata basis, in line with the accounting policy in place, based on the assets to which they relate. |
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. |
The estimated useful lives range as follows: |
Negative Goodwill - pro rata basis in line with fixed asset policies |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Intangible assets |
Computer software |
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. |
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. |
The estimated useful lives range as follows: |
Computer Software - 25 % reducing balance |
Tangible fixed assets |
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
Investment property rented to other group entities and accounted for under the cost model is stated at historical cost less accumulated depreciation and any accumulated impairment losses. |
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. |
Depreciation is provided on the following basis: |
Freehold property | - | 2% straight line |
Plant and machinery | - | 15% reducing balance |
Motor vehicles | - | 25% reducing balance |
Computer equipment | - | 25% reducing balance |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. |
Stocks |
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a standard costing basis. Work in progress and finished goods include labour and attributable overheads. |
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. |
Financial instruments |
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Income and Retained Earnings. |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Current and deferred taxation |
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. |
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. |
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: |
• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; |
• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and |
• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. |
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Foreign currency translation |
Functional and presentation currency |
The Company's functional and presentational currency is GBP. |
Transactions and balances |
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. |
At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. |
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. |
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds. |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Impairment of fixed assets and goodwill |
Assets that are subject to depreciation and amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset is impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGU's). Non-financial assets that have ben previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. |
Operating leases: the Group as lessee |
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. |
Interest income |
Interest income is recognised in profit or loss using the effective interest method. |
Finance costs |
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
Borrowing costs |
All borrowing costs are recognised in profit or loss in the period in which they are incurred. |
Debtors |
Short-term debtors are measured at transaction price, less any impairment. |
Cash and cash equivalents |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management. |
Creditors |
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Provisions for liabilities |
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. |
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. |
When payments are eventually made, they are charged to the provision carried in the Balance Sheet. |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the group's accounting policies, the directors are required to make significant judgements, estimates and assumptions. The estimates and associated assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates. |
Estimates and judgements are continually evaluated. 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 revision and future periods where the revision affects both current and future periods. |
Details of the group's significant accounting judgements and critical accounting estimates include: |
Tangible fixed assets |
Each year the Group reviews the estimated useful lives and residual values of tangible fixed assets and these are adjusted if appropriate. The depreciation rates are calculated according to the useful economic life that management believe to be appropriate based on the nature of the asset in operation. |
Negative Goodwill |
The management reviews the estimated useful life of the negative goodwill which is released on a pro rata basis, in line with the accounting policy in place, based on the assets to which they relate. The negative goodwill thus released to the profit and loss account are dependant on the estimated useful life of the fixed assets that management believe to be appropriate based on the nature of the asset in operation. |
Impairment of stock and work in progress |
Management have assessed the need to write off or provide against any specific items based on the levels held at period end and the expected sales of such items in the immediate period post year end. Management take into account historic sales data at the date the estimate is made. |
Impairment of trade debtors |
The recoverability of trade debtors has been assessed at the year end and up until the date of signing these financial statements. Management have based the decision to provide for any amounts based on their judgement of all the available information and their experience of the specific nature of the trade debtor in question. |
4. | TURNOVER |
The turnover and loss before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2024 | 2023 |
£ | £ |
United Kingdom | 5,800,859 | 5,764,499 |
Rest of the world | 188,247 | 258,482 |
5,989,106 | 6,022,981 |
5. | OTHER OPERATING INCOME |
2024 | 2023 |
£ | £ |
Other operating income | 33,325 | 72,633 |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
6. | EMPLOYEES AND DIRECTORS |
Staff costs, including directors' remuneration, were as follows: |
Group | Group | Company | Company |
30 June | 30 June | 30 June | 30 June |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Wages and salaries | 2,019,060 | 2,053,106 | 40,000 | 40,000 |
Social security costs | 169,152 | 205,488 | 4,267 | 4,394 |
Cost of defined contribution scheme | 116,473 | 51,639 | - | - |
2,304,685 | 2,310,232 | 44,267 | 44,394 |
The average monthly number of employees, including the directors, during the period was as follows: |
Group | Group | Company | Company |
2024 | 2023 | 2024 | 2023 |
No. | No. | No. | No. |
Production staff | 31 | 30 | - | - |
Distribution staff | 4 | 4 | - | - |
Administration staff | 18 | 26 | 5 | 6 |
53 | 60 | 5 | 6 |
Group | Group |
30 June | 30 June |
2024 | 2023 |
£ | £ |
Directors' emoluments | 239,052 | 308,282 |
Group contributions to defined contribution pension schemes | 6,428 | 7,528 |
245,480 | 315,810 |
During the period retirement benefits were accruing to 2 directors (2023 - 4) in respect of defined contribution pension schemes. |
The highest paid director received remuneration of £90,500 (2023 - £96,491). |
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £4,671 (2023 - £4,670). |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
7. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Depreciation - owned assets | 196,137 | 202,749 |
Loss on disposal of fixed assets | - | 639 |
Negative Goodwill amortisation | (24,162 | ) | (70,230 | ) |
Computer software amortisation | 16,303 | 11,460 |
Foreign exchange differences | (7,394 | ) | 22,201 |
Other operating lease rentals | 9,043 | 8,412 |
Defined contribution pension cost | 116,473 | 46,038 |
8. | AUDITORS' REMUNERATION |
2024 | 2023 |
£ | £ |
Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements |
20,700 |
20,600 |
9. | INTEREST RECEIVABLE AND SIMILAR INCOME |
2024 | 2023 |
£ | £ |
Deposit account interest | 212 | 2,710 |
10. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Other loan interest | 123,186 | 122,400 |
Mortgage interest payable | 271,049 | 232,973 |
394,235 | 355,373 |
11. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
2024 | 2023 |
£ | £ |
Deferred tax | (17,484 | ) | 40,376 |
Tax on loss | (17,484 | ) | 40,376 |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
11. | TAXATION - continued |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Loss before tax | (672,484 | ) | (444,261 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
(168,121 |
) |
(111,065 |
) |
Effects of: |
Expenses not deductible for tax purposes | - | 185 |
Depreciation in excess of capital allowances | 36,604 | 15,294 |
Utilisation of tax losses | (11,409 | ) | - |
Non-tax deductible amortisation of goodwill and impairment | - | (17,558 | ) |
Adjustment in research and development tax credit leading to a decrease of tax charge | - |
(79,790 |
) |
to an increase (decrease) in |
Deferred tax | (17,484 | ) | 40,376 |
Losses carry forward | 142,926 | 192,784 |
Management expenses carry forward | - | 150 |
Total tax (credit)/charge | (17,484 | ) | 40,376 |
12. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
13. | INTANGIBLE FIXED ASSETS |
Group |
Negative | Computer |
Goodwill | software | Totals |
£ | £ | £ |
COST |
At 1 July 2023 | (2,133,771 | ) | 149,046 | (1,984,725 | ) |
Additions | - | 21,630 | 21,630 |
At 30 June 2024 | (2,133,771 | ) | 170,676 | (1,963,095 | ) |
AMORTISATION |
At 1 July 2023 | (514,625 | ) | 98,839 | (415,786 | ) |
Amortisation for year | (24,162 | ) | 16,303 | (7,859 | ) |
At 30 June 2024 | (538,787 | ) | 115,142 | (423,645 | ) |
NET BOOK VALUE |
At 30 June 2024 | (1,594,984 | ) | 55,534 | (1,539,450 | ) |
At 30 June 2023 | (1,619,146 | ) | 50,207 | (1,568,939 | ) |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
14. | TANGIBLE FIXED ASSETS |
Group |
Long | Plant and | Computer |
leasehold | machinery | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 July 2023 | 4,967,880 | 2,651,205 | 92,432 | 7,711,517 |
Additions | 5,500 | 8,805 | 6,867 | 21,172 |
At 30 June 2024 | 4,973,380 | 2,660,010 | 99,299 | 7,732,689 |
DEPRECIATION |
At 1 July 2023 | 764,092 | 2,079,419 | 54,189 | 2,897,700 |
Charge for year | 99,384 | 86,046 | 10,707 | 196,137 |
At 30 June 2024 | 863,476 | 2,165,465 | 64,896 | 3,093,837 |
NET BOOK VALUE |
At 30 June 2024 | 4,109,904 | 494,545 | 34,403 | 4,638,852 |
At 30 June 2023 | 4,203,788 | 571,786 | 38,243 | 4,813,817 |
15. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 July 2023 |
and 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
15. | FIXED ASSET INVESTMENTS - continued |
Subsidiary undertakings |
The following were subsidiary undertakings of the Company: |
Name |
Class of shares |
Holding |
Royde & Tucker Holdings Limited | Ordinary | 100% |
Royde & Tucker Limited (85% subsidiary of Royde & Tucker Holdings Limited) |
Ordinary |
100% |
R T Properties Limited (wholly owned subsidiary of Royde & Tucker Holdings Limited) |
Ordinary |
100% |
The aggregate of the share capital and reserves as at 30 June 2024 and the profit or loss for the period |
ended on that date for the subsidiary undertakings were as follows: |
Name |
Aggregate of share capital and reserves |
Profit/(Loss |
) |
£ | £ |
Royde & Tucker Holdings Limited | 2,499,660 | (600 | ) |
Royde & Tucker Limited (85% subsidiary of Royde & Tucker Holdings Limited) |
3,654,075 |
(534,769 |
) |
R T Properties Limited (wholly owned subsidiary of Royde & Tucker Holdings Limited) |
3,079,871 |
251,861 |
16. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Stocks | 67,674 | 245,320 |
Raw materials | 993,568 | 765,333 |
Work in progress | 32,318 | 15,957 |
1,093,560 | 1,026,610 |
17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade debtors | 739,786 | 823,777 |
Other debtors | 3,905 | 61,084 |
VAT | - | - |
Prepayments and accrued income | 376,245 | 231,509 |
1,119,936 | 1,116,370 |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
18. | CASH AT BANK |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Cash at bank and in hand | 480,707 | 693,092 | 11,771 | 25,594 |
19. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 21) | 2,580,859 | 157,209 |
Trade creditors | 717,098 | 439,871 |
Amounts owed to group undertakings | - | - |
Social security and other taxes | 44,138 | 50,649 |
VAT | 128,964 | 133,559 | - | - |
Other creditors | 1,309 | 17,349 |
Accruals and deferred income | 441,562 | 271,701 |
3,913,930 | 1,070,338 |
The following liabilities were secured: |
Group | Company | Group | Company |
30 June | 30 June | 30 June | 30 June |
2024 | 2024 | 2023 | 2023 |
Bank loans | 2,580,859 | 2,580,859 | 157,221 | 157,221 |
Details of security provided: |
The bank loans are secured by a charge over the Group's land and buildings and by a fixed and floating charge over all other assets of the Group. |
At 30 June 2024, the Group had a commercial loan facility with an outstanding balance of £2,580,859 (2023: £2,738,062). The loan, originally repayable in 2031, was renegotiated during the year with revised terms and conditions requiring settlement by 7 April 2025 subject to the sale of property which has been offered as a security for this loan. Consequently, the loan has been reclassified from non-current to current liabilities in the balance sheet. |
20. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans (see note 21) | - | 2,580,853 |
Amounts owed to group undertakings | 1,692,000 | 1,584,000 | 1,692,000 | 1,584,000 |
Other creditors | 225,600 | 211,200 |
1,917,600 | 4,376,053 |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
20. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
Amounts owed to group undertakings - £1,350,000 fixed rate loan notes |
Repayable on 7 May 2026. |
Interest of 8% per annum on initial capital. Interest is payable only when the outstanding capital of the loan is repaid. |
The nominal balance outstanding as at 30 June 2024 is £1,692,000 of which £1,350,000 is capital and £342,000 is accrued nominal interest. |
Other creditors - £180,000 fixed rate loan notes |
Repayable on 7 May 2026. |
Interest of 8% per annum on initial capital. Interest is payable only when the outstanding capital of the loan is repaid. |
The nominal balance outstanding as at 30 June 2024 is £225,600 of which £180,000 is capital and |
£45,600 is accrued nominal interest. |
All loan notes have been secured on all the property and assets of the Group. |
21. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year or | on demand: |
Bank loans | 2,580,859 | 157,209 |
Amounts falling due between one and | two years: |
Bank loans - 1-2 years | - | 157,209 |
Amounts falling due between two and | five years: |
Bank loans - 2-5 years | - | 471,627 |
Amounts falling due in more than five | years: |
Repayable by instalments |
Bank loans more 5 yr by instal | - | 1,952,017 | - | 1,952,017 |
At 30 June 2024, the Group had a commercial loan facility with an outstanding balance of £2,580,859 (2023: £2,738,062). The loan, originally repayable in 2031, was renegotiated during the year with revised terms and conditions requiring settlement by 7 April 2025 subject to the sale of property which has been offered as a security for this loan. Consequently, the loan has been reclassified from non-current to current liabilities in the balance sheet. |
22. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
Group |
Non-cancellable | operating leases |
2024 | 2023 |
£ | £ |
Within one year | 5,067 | 9,043 |
Between one and five years | 15,201 | 17,541 |
20,268 | 26,584 |
23. | FINANCIAL INSTRUMENTS |
Group | Company | Group | Company |
30 June | 30 June | 30 June | 30 June |
2024 | 2024 | 2023 | 2023 |
£ | £ | £ | £ |
Financial assets |
Financial assets measured at fair value through profit or loss |
480,707 |
11,771 |
693,092 |
25,594 |
Financial assets measured at fair value through profit or loss comprise cash at bank and in hand. |
24. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax | 131,998 | 149,482 |
Group |
Deferred |
tax |
£ |
Balance at 1 July 2023 | 149,482 |
Provided during year | (17,484 | ) |
Balance at 30 June 2024 | 131,998 |
25. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | 1 | 3,000 | 3,000 |
26. | RESERVES |
Share premium account |
Share premium account represents the amount above the nominal value received for shares sold, less transactions costs. |
Profit and loss account |
Includes all current and prior period retained profits and losses less any dividends paid. |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
27. | PENSION COMMITMENTS |
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £116,473 (2023 - £46,038). Contributions totalling £190 (2023 - £821) were payable to the fund at the balance sheet date and are included within other creditors. |
28. | RELATED PARTY DISCLOSURES |
Entities with control, joint control or significant influence over | the entity |
The Company has taken advantage of the exemption from the requirement to disclose transactions with wholly owned group companies. |
Loan notes (as per note 20) totalling £1,530,000 were issued on 7 May 2021. These were issued to the following related parties: |
Moulton Goodies Limited, a majority shareholder, was issued £1,350,000 fixed rate loan notes by the company which is repayable on 7 May 2026. The nominal balance outstanding as at 30 June 2024 is £1,692,000 of which £1,350,000 is capital and £342,000 is accrued nominal interest. |
P Toland , a director, was issued £180,000 fixed rate loan notes by the company which is repayable on 7 May 2026. The nominal balance outstanding as at 30 June 2024 is £225,600 of which £180,000 is capital and £45,600 is accrued nominal interest. |
During the year the company paid £40,000 (2023 - £40,000) to Moulton Goodies Limited, a majority shareholder, in relation to management fees. |
29. | CONTROLLING PARTY |
The immediate and ultimate controlling party is Moulton Goodies Limited, a company incorporated in Guernsey. |
OPEN & SHUT HOLDINGS LIMITED (REGISTERED NUMBER: 13223645) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
30. | SHARE-BASED PAYMENT TRANSACTIONS |
The company operates an Option Incentive (EMI Option Incentive Plan) which is an equity settled share based remuneration scheme for certain employees. |
Options are exercisable at a price equal to the estimated fair value of the shares on the date of the grant. The options are granted under the scheme and are exercisable if there are certain exit events. If the options remain unexercised after a period of ten years from the date of grant, the option expire. The only other vesting condition is that the employees remain in employment through the vesting period. |
Details of the share options outstanding during the year are as follows: |
30 June 2024 | 30 June 2024 |
Weighted average exercise price (pence |
) |
Number |
Outstanding at the beginning of the year | 83.25 | 240 |
Granted during the year | - | - |
Expired during the year | 83.25 | (150 | ) |
Outstanding at the end of the year | 83.25 | 90 |
150 of the options expired during the year. None of the 90 options outstanding at the end of the year had vested and were not exercisable at the year end. |
As at 30 June 2024, the group believes that it is not probable that there will be a successful exit event within the remaining service period, and therefore the number of equity instruments expected to vest is nil. As a result, no accounting entries have been recognised. |