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Registered number: 08872232










GROVES OF THAME (HOLDINGS) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
COMPANY INFORMATION


Directors
A Groves 
M Groves 
N Groves 
S Castley 
J Cousin 
G Pope 




Company secretary
M Groves



Registered number
08872232



Registered office
73 Southern Road

Thame

Oxfordshire

OX9 2ED




Independent auditors
Wellers
Accountants & Statutory Auditors

Milweye Court

73 Southern Road

Thame

Oxon

OX9 2ED





 
GROVES OF THAME (HOLDINGS) LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditors' Report
7 - 11
Consolidated Statement of Comprehensive Income
12
Consolidated Statement of Financial Position
13 - 14
Company Statement of Financial Position
15 - 16
Consolidated Statement of Changes in Equity
17 - 18
Company Statement of Changes in Equity
19 - 20
Consolidated Statement of Cash Flows
21 - 22
Consolidated Analysis of Net Debt
23
Notes to the Financial Statements
24 - 50


 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Introduction
 
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.

Business review
 
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.
 

Page 1

 
GROVES OF THAME (HOLDINGS) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Principal risks and uncertainties
 
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. 

Page 2

 
GROVES OF THAME (HOLDINGS) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Financial key performance indicators
 
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.



Other key performance indicators
 
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.

Directors' statement of compliance with duty to promote the success of the Group
 
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.

Page 3

 
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.




M Groves
Director
Date: 27 March 2025

Page 4

 
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.

Directors' responsibilities statement

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.
 
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 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 2006They 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.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £6,240,011 (2023 - £1,967,949).

Directors

The directors who served during the year were:

A Groves 
M Groves 
N Groves 
S Castley 
J Cousin 
G Pope 

Future developments

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.

Page 5

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Engagement with suppliers, customers and others

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. 

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.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsWellerswill 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.
 




M Groves
Director

Date: 27 March 2025

Page 6

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME (HOLDINGS) LIMITED
 

Opinion


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 policiesThe 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 the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 June 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's 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.


Page 7

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME (HOLDINGS) LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion 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 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.


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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 8

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME (HOLDINGS) LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 9

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME (HOLDINGS) LIMITED (CONTINUED)


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 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.
 
Page 10

 
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.


Other matters 
 

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.


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 2006Our 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.





Miss Bethany Whitmore FCCA (Senior Statutory Auditor)
for and on behalf of
Wellers
Accountants
Statutory Auditors
Milweye Court
73 Southern Road
Thame
Oxon
OX9 2ED

28 March 2025
Page 11

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 4 
65,522,096
53,326,376

Cost of sales
  
(36,160,182)
(31,791,326)

Gross profit
  
29,361,914
21,535,050

Administrative expenses
  
(22,282,814)
(19,211,127)

Other operating income
 5 
314,943
154,501

Operating profit
 6 
7,394,043
2,478,424

Interest receivable and similar income
 10 
660,100
273,096

Interest payable and similar expenses
 11 
(113,577)
(93,137)

Profit before taxation
  
7,940,566
2,658,383

Tax on profit
 12 
(1,699,334)
(733,284)

Profit for the financial year
  
6,241,232
1,925,099

  

Foreign exchange reserve movement
  
(146,673)
(1,316,606)

Other comprehensive income for the year
  
(146,673)
(1,316,606)

Total comprehensive income for the year
  
6,094,559
608,493

Profit for the year attributable to:
  

Non-controlling interests
  
1,221
(42,850)

Owners of the parent Company
  
6,240,011
1,967,949

  
6,241,232
1,925,099

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
1,221
(42,850)

Owners of the parent Company
  
6,093,338
651,343

  
6,094,559
608,493

The notes on pages 24 to 50 form part of these financial statements.

Page 12

 
GROVES OF THAME (HOLDINGS) LIMITED
REGISTERED NUMBER: 08872232

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
161,138
(359,970)

Tangible assets
 16 
8,158,008
8,201,923

Investments
 17 
23,180
23,372

  
8,342,326
7,865,325

Current assets
  

Stocks
 18 
18,715,396
17,538,111

Debtors: amounts falling due within one year
 19 
14,612,857
13,369,595

Cash at bank and in hand
 20 
20,800,850
17,882,210

  
54,129,103
48,789,916

Creditors: amounts falling due within one year
 21 
(9,164,224)
(8,454,475)

Net current assets
  
 
 
44,964,879
 
 
40,335,441

Total assets less current liabilities
  
53,307,205
48,200,766

Creditors: amounts falling due after more than one year
 22 
(143,237)
(404,364)

Provisions for liabilities
  

Deferred taxation
 24 
(43,974)
(32,486)

  
 
 
(43,974)
 
 
(32,486)

Net assets excluding pension asset
  
53,119,994
47,763,916

Net assets
  
53,119,994
47,763,916


Capital and reserves
  

Called up share capital 
 25 
14,519
14,519

Share premium account
 26 
19,837,511
19,837,511

Capital redemption reserve
 26 
2,525
2,525

Foreign exchange reserve
 26 
(1,463,279)
(1,316,606)

Profit and loss account
 26 
34,315,646
28,867,533

Equity attributable to owners of the parent Company
  
52,706,922
47,405,482

Non-controlling interests
  
413,072
358,434

  
53,119,994
47,763,916


Page 13

 
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: 




M Groves
A Groves
Director
Director


Date: 27 March 2025

The notes on pages 24 to 50 form part of these financial statements.

Page 14

 
GROVES OF THAME (HOLDINGS) LIMITED
REGISTERED NUMBER: 08872232

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 16 
6,466,378
6,537,722

Investments
 17 
4,270,579
4,270,579

  
10,736,957
10,808,301

Current assets
  

Debtors: amounts falling due within one year
 19 
5,746
-

Cash at bank and in hand
 20 
743,572
718,499

  
749,318
718,499

Creditors: amounts falling due within one year
 21 
(1,116,739)
(1,076,219)

Net current liabilities
  
 
 
(367,421)
 
 
(357,720)

Total assets less current liabilities
  
10,369,536
10,450,581

  

  

Net assets excluding pension asset
  
10,369,536
10,450,581

Net assets
  
10,369,536
10,450,581


Capital and reserves
  

Called up share capital 
 25 
14,519
14,519

Share premium account
 26 
1,714,690
1,714,690

Capital redemption reserve
 26 
2,525
2,525

Profit and loss account
 26 
8,637,802
8,718,847

  
10,369,536
10,450,581


Page 15

 
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: 




M Groves
A Groves
Director
Director


Date: 27 March 2025

The notes on pages 24 to 50 form part of these financial statements.

Page 16
 

 
GROVES OF THAME (HOLDINGS) LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£



At 1 July 2022
9,469
-
2,525
-
27,612,714
27,624,708
-
27,624,708



Comprehensive income for the year


Profit for the year

-
-
-
-
1,967,949
1,967,949
(42,851)
1,925,098


Forex movement
-
-
-
(1,316,606)
-
(1,316,606)
-
(1,316,606)



Other comprehensive income for the year
-
-
-
(1,316,606)
-
(1,316,606)
-
(1,316,606)



Total comprehensive income for the year
-
-
-
(1,316,606)
1,967,949
651,343
(42,851)
608,492



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
-
(713,130)
(713,130)
-
(713,130)


Shares issued during the year
5,050
19,837,511
-
-
-
19,842,561
-
19,842,561


NCI on acquisition
-
-
-
-
-
-
401,286
401,286



Total transactions with owners
5,050
19,837,511
-
-
(713,130)
19,129,431
401,286
19,530,717





At 1 July 2023
14,519
19,837,511
2,525
(1,316,606)
28,867,533
47,405,482
358,435
47,763,917



Comprehensive income for the year
Page 17

 

 
GROVES OF THAME (HOLDINGS) LIMITED


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024



Profit for the year

-
-
-
-
6,240,011
6,240,011
54,637
6,294,648


Forex movement
-
-
-
(146,673)
-
(146,673)
-
(146,673)



Other comprehensive income for the year
-
-
-
(146,673)
-
(146,673)
-
(146,673)



Total comprehensive income for the year
-
-
-
(146,673)
6,240,011
6,093,338
54,637
6,147,975



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
-
(791,898)
(791,898)
-
(791,898)



Total transactions with owners
-
-
-
-
(791,898)
(791,898)
-
(791,898)



At 30 June 2024
14,519
19,837,511
2,525
(1,463,279)
34,315,646
52,706,922
413,072
53,119,994



The notes on pages 24 to 50 form part of these financial statements.

Page 18

 

 
GROVES OF THAME (HOLDINGS) LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024



Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity


£
£
£
£
£



At 1 July 2022
9,469
-
2,525
8,877,410
8,889,404



Comprehensive income for the year


Profit for the year

-
-
-
554,567
554,567



Other comprehensive income for the year
-
-
-
-
-



Total comprehensive income for the year
-
-
-
554,567
554,567



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(713,130)
(713,130)


Shares issued during the year
5,050
1,714,690
-
-
1,719,740



Total transactions with owners
5,050
1,714,690
-
(713,130)
1,006,610





At 1 July 2023
14,519
1,714,690
2,525
8,718,847
10,450,581



Comprehensive income for the year


Profit for the year

-
-
-
710,853
710,853



Other comprehensive income for the year
-
-
-
-
-
Page 19

 

 
GROVES OF THAME (HOLDINGS) LIMITED


 


COMPANY STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024




Total comprehensive income for the year
-
-
-
710,853
710,853



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(791,898)
(791,898)



Total transactions with owners
-
-
-
(791,898)
(791,898)



At 30 June 2024
14,519
1,714,690
2,525
8,637,802
10,369,536



The notes on pages 24 to 50 form part of these financial statements.

Page 20
 
GROVES OF THAME (HOLDINGS) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
6,241,232
1,925,097

Adjustments for:

Amortisation of intangible assets
(580,797)
(466,411)

Depreciation of tangible assets
1,000,827
780,171

Impairments of fixed assets
79,117
67,814

Loss on disposal of tangible assets
131,693
(3,734)

Interest paid
113,577
93,137

Interest received
(660,100)
-

Taxation charge
1,664,096
733,284

(Increase)/decrease in stocks
(1,177,286)
1,367,074

(Increase)/decrease in debtors
(1,540,010)
295,743

(Decrease)/increase in creditors
(175,329)
1,178,834

Corporation tax (paid)
(1,457,432)
(957,963)

Net cash generated from operating activities

3,639,588
5,013,046


Cash flows from investing activities

Sale of intangible assets
-
5,541

Purchase of tangible fixed assets
(420,771)
(451,395)

Sale of tangible fixed assets
6,510
10,447

Interest received
660,100
-

Net cash from investing activities

245,839
(435,407)

Cash flows from financing activities

Issue of ordinary shares
-
7,235,952

Repayment of loans
(269,319)
-

Other new loans
211,864
-

Repayment of/new finance leases
(3,846)
4,000

Dividends paid
(791,898)
(713,130)

Interest paid
(113,577)
(93,137)

Net cash used in financing activities
(966,776)
6,433,685

Net increase in cash and cash equivalents
2,918,651
11,011,324

Cash and cash equivalents at beginning of year
17,878,719
6,867,395

Cash and cash equivalents at the end of year
20,797,370
17,878,719


Cash and cash equivalents at the end of year comprise:
Page 21

 
GROVES OF THAME (HOLDINGS) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


2024
2023

£
£


Cash at bank and in hand
20,800,850
17,882,210

Bank overdrafts
(3,480)
(3,491)

20,797,370
17,878,719


The notes on pages 24 to 50 form part of these financial statements.

Page 22

 
GROVES OF THAME (HOLDINGS) LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2024




At 1 July 2023
Cash flows
At 30 June 2024
£

£

£

Cash at bank and in hand

17,882,210

2,918,640

20,800,850

Bank overdrafts

(3,491)

11

(3,480)

Debt due after 1 year

(404,364)

261,127

(143,237)

Debt due within 1 year

(282,430)

(208,597)

(491,027)

Finance leases

(4,000)

3,847

(153)


17,187,925
2,975,028
20,162,953

The notes on pages 24 to 50 form part of these financial statements.

Page 23

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Groves of Thame (Holdings) Limited is a private company, limited by shares, incorporated in England , registration number: 08872232. The directors consider Groves of Thame (Holdings) Limited to be the ultimate parent company for the year ended 30th June 2024. There is considered to be no ultimate controlling party of the group. The principle place of business was Eastern Bypass, Thame, Oxfordshire, OX9 3FU.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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 Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

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 Statement of Financial Position, 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 Comprehensive Income 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 01 July 2016.

 
2.3

Going concern

The accounts have been prepared on a going concern basis. 

Page 24

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.4

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. Non-monetary 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 Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Sale of goods

Revenue 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 revenue 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.

Page 25

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.6

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

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.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group contributes to 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 26

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year 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 income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting 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 reporting 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 reporting date.


 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between 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, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any 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.

Page 27

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.14

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis.

Depreciation is provided on the following basis:

Freehold property
-
1% Straight Line
L/Term Leasehold Property
-
Plant and machinery
-
between 5 and 15 years
Motor vehicles
-
30% Reducing Balance
Fixtures and fittings
-
15% Reducing Balance
Office equipment
-
25%
Computer equipment
-
30% Reducing Balance
Other fixed assets
-
over the length of the lease

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.

 
2.15

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be 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 (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Page 28

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.17

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.18

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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

 
2.19

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.20

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.

 
2.21

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.

Page 29

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.22

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 30

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.23

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Page 31

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.23
Financial instruments (continued)

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 32

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.24

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management  to make significant judgements and estimates by using information available at the balance sheet date, the Directors make judgements based on experience regarding the level of provision required to account for potentially uncollectable receivables.

Stock provisions are recorded to reflect the relevant stock items at net realisable value where appropriate, as noted in the accounting policies. The directors judgement is applied to categorising these items within the stock system based upon historical stock performance and industry knowledge. 


4.


Turnover

In the opinion of the directors, disclosure of the geopraphical market split of turnover would prejudice the company's interest and has therefore not been disclosed. 


5.


Other operating income

2024
2023
£
£

Other operating income
314,433
154,501

Profit on disposal of tangible assets
510
-

314,943
154,501





6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Research & development charged as an expense
550
-

Exchange differences
(15,608)
(55,451)

Other operating lease rentals
668,266
486,398

Page 33

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
38,525
38,525


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
10,853,322
10,002,722

Social security costs
992,905
984,735

Cost of defined contribution scheme
432,802
287,694

12,279,029
11,275,151


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
474
480

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

9.


Directors' remuneration




The highest paid director received remuneration of £311,720 (2023 - £1,747,738).

Page 34

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


Interest receivable

2024
2023
£
£


Interest receivable from group companies
2,020
-

Other interest receivable
658,080
273,096

660,100
273,096


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
112,021
91,187

Other loan interest payable
1,556
1,950

113,577
93,137


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,023,055
452,685

Adjustments in respect of previous periods
-
4,936


1,023,055
457,621

Foreign tax


Foreign tax on income for the year
664,792
243,595

664,792
243,595

Total current tax
1,687,847
701,216

Deferred tax


Origination and reversal of timing differences
11,487
32,068

Total deferred tax
11,487
32,068


Taxation on profit on ordinary activities
1,699,334
733,284
Page 35

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
7,940,566
2,658,383


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
1,985,142
664,596

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,665
64,456

Capital allowances for year in excess of depreciation
18,434
(31,548)

Adjustments to tax charge in respect of prior periods
-
4,936

Differences in overeseas tax treatment leasding to an increase (decrease in the tax charge)
(299,946)
30,844

Other differences leading to an increase (decrease) in the tax charge
(5,961)
-

Total tax charge for the year
1,699,334
733,284


Factors that may affect future tax charges

Changes in tax laws and rates may affect future tax charges. 


13.


Dividends

2024
2023
£
£


Dividends paid
791,898
713,130

791,898
713,130


14.


Parent company profit for the year

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 Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £710,853 (2023 - £554,567).

Page 36

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

15.


Intangible assets

Group and Company





Patents
Development expenditure
Trademarks
Computer software
Goodwill

£
£
£
£
£



Cost


At 1 July 2023
79,955
15,464
184,783
3,179
(1,026,145)


Foreign exchange movement
-
-
-
-
(33,693)



At 30 June 2024

79,955
15,464
184,783
3,179
(1,059,838)



Amortisation


At 1 July 2023
37,112
1,658
113,385
3,179
(538,128)


Charge for the year on owned assets
4,269
2,331
18,011
-
(579,412)



At 30 June 2024

41,381
3,989
131,396
3,179
(1,117,540)



Net book value



At 30 June 2024
38,574
11,475
53,387
-
57,702



At 30 June 2023
42,843
13,805
71,398
-
(488,016)
Page 37

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
           15.Intangible assets (continued)


Total

£



Cost


At 1 July 2023
(742,764)


Foreign exchange movement
(33,693)



At 30 June 2024

(776,457)



Amortisation


At 1 July 2023
(382,794)


Charge for the year on owned assets
(554,801)



At 30 June 2024

(937,595)



Net book value



At 30 June 2024
161,138



At 30 June 2023
(359,970)



Page 38

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

16.


Tangible fixed assets

Group






Freehold property
L/Term Leasehold Property
Plant and machinery
Motor vehicles
Fixtures and fittings

£
£
£
£
£



Cost or valuation


At 1 July 2023
7,289,267
218,931
2,135,357
530,390
2,357,338


Additions
1,120
3,810
138,707
100,738
22,943


Disposals
-
(6,642)
(45,243)
(73,195)
(4,589)



At 30 June 2024

7,290,387
216,099
2,228,821
557,933
2,375,692



Depreciation


At 1 July 2023
700,618
218,546
1,730,198
376,449
1,561,963


Charge for the year on owned assets
79,357
996
121,293
53,033
136,907


Disposals
-
(6,642)
(44,804)
(49,283)
(4,589)



At 30 June 2024

779,975
212,900
1,806,687
380,199
1,694,281



Net book value



At 30 June 2024
6,510,412
3,199
422,134
177,734
681,411



At 30 June 2023
6,588,648
385
405,158
153,941
795,375
Page 39

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           16.Tangible fixed assets (continued)


Office equipment
Computer equipment
Total

£
£
£



Cost or valuation


At 1 July 2023
916,421
235,892
13,683,596


Additions
174,700
-
442,018


Disposals
(2,560)
-
(132,229)



At 30 June 2024

1,088,561
235,892
13,993,385



Depreciation


At 1 July 2023
658,838
235,059
5,481,671


Charge for the year on owned assets
69,710
246
461,542


Disposals
(2,518)
-
(107,836)



At 30 June 2024

726,030
235,305
5,835,377



Net book value



At 30 June 2024
362,531
587
8,158,008



At 30 June 2023
257,583
833
8,201,923




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Freehold
6,510,411
6,588,648

Long leasehold
3,198
385

6,513,609
6,589,033


Page 40

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           16.Tangible fixed assets (continued)


Company






Freehold property

£

Cost or valuation


At 1 July 2023
7,134,436



At 30 June 2024

7,134,436



Depreciation


At 1 July 2023
596,714


Charge for the year on owned assets
71,344



At 30 June 2024

668,058



Net book value



At 30 June 2024
6,466,378



At 30 June 2023
6,537,722





The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Freehold
6,466,378
6,537,722

6,466,378
6,537,722


Page 41

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

17.


Fixed asset investments

Group





Investments in associates
Trade investments
Total

£
£
£



Cost or valuation


At 1 July 2023
22,722
650
23,372


Disposals
(192)
-
(192)



At 30 June 2024
22,530
650
23,180




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2023
4,270,579



At 30 June 2024
4,270,579




Page 42

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024



The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Groves of Thame Limited
Eastern Bypass, Thame, Oxon, OX9 3FU
Ordinary
100%
Adjustoform
Unit 4, Connect 10, Foster Road, Ashford, Kent, TN24 0FE.
Ordinary
100%
Sewgroup HTL (Holdings) Ltd
12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong
Ordinary
100%
HTL Ltd
12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong
Ordinary
100%
Tailormade Ltd
12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong
Ordinary
100%
SGA Holding Ltd
12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong
Ordinary
100%
Welltech Plastic Manufacturing Ltd
12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong
Ordinary
68%
SAS Fils Import Centre
ZI-Route de Châteauroux - 36320 Villedieu/Indre
Ordinary
100%
Sarl Societe France Europeenne
14 avenue Barthelemy Thimonnier – 69300 Caluire et Cuire
Ordinary
100%
Sarl Roanne Gros
6 bis rue des fabriques – 36320 Villedieu/Indre
Ordinary
100%
Sarl TAC Diffusion
ZI AMPERE 97122 BAIE MAHAULT - 32792
Ordinary
90%
Sarl Distrifil
ZI-Route de Châteauroux - 36320 Villedieu/Indre
Ordinary
100%
Sarl de fil Aiguille
 72 AV DE L'OCCITANIE 36250
Ordinary
100%
Welltech Plastic Manufacturing (Huizhou) Limited
China
Ordinary
68%
Sewgroup LLC
850 New Burton Road, Suite 201, Dover, Delaware 19904, County of Kent, USA
Ordinary
100%

Page 43

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 (continued)

The aggregate of the share capital and reserves as at 30 June 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Groves of Thame Limited
19,611,831
2,199,027

Adjustoform Products Limited
1,693,053
65,851

Sewgroup HTL (Holdings) Ltd
1,155
(273,506)

HTL Ltd
10,553,940
1,318,321

Tailormade Ltd
375,642
114,503

SGA Holding Ltd
656,640
(143,426)

Welltech Plastic Manufacturing Ltd
991,315
180,664

SAS Fils Import Centre
3,084,465
263,996

Sarl Societe France Europeenne
529,279
18,764

Sarl Roanne Gros
523,128
122,120

Sarl TAC Diffusion
331,910
12,209

Sarl Distrifil
6,639,696
1,847,175

Sarl de fil Aiguille
241,859
26,821

Welltech Plastic Manufacturing (Huizhou) Limited
-
-

Sewgroup LLC
28,689
27,889


Associates


The following were associates of the Company:


Name

Registered office

Class of shares

Holding

Sodieq
1 Champigny 97224 Ducos
Ordinary
46.67%
Passion Rubans
16 Rue L Rouzet 36250 Niherne
Ordinary
45.05%

Page 44

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

18.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
848,950
762,325

Work in progress (goods to be sold)
2,277,685
2,334,642

Finished goods and goods for resale
15,588,761
14,441,144

18,715,396
17,538,111


The difference between purchase price or production cost of stocks and their replacement cost is not material.


19.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
10,883,910
9,560,470
-
-

Other debtors
1,802,249
1,843,644
5,746
-

Prepayments and accrued income
1,926,636
1,900,235
-
-

Tax recoverable
62
65,246
-
-

14,612,857
13,369,595
5,746
-



20.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
20,800,850
17,882,210
743,572
718,499

Less: bank overdrafts
(3,480)
(3,491)
-
-

20,797,370
17,878,719
743,572
718,499


Page 45

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
3,480
3,491
-
-

Bank loans
261,691
269,883
-
-

Other loans
211,864
-
-
-

Payments received on account
38,358
199,563
-
-

Trade creditors
2,550,435
1,998,816
-
-

Amounts owed to group undertakings
-
-
663,604
663,604

Corporation tax
819,294
134,031
154,217
115,886

Other taxation and social security
642,286
611,672
57,499
55,310

Obligations under finance lease and hire purchase contracts
153
4,000
-
-

Other creditors
1,305,332
1,046,092
-
-

Accruals and deferred income
3,331,331
4,186,927
241,419
241,419

9,164,224
8,454,475
1,116,739
1,076,219



22.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
143,237
404,364

143,237
404,364




Page 46

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
261,691
269,883

Other loans
211,864
-


473,555
269,883

Amounts falling due 1-2 years

Bank loans
56,149
265,226


56,149
265,226

Amounts falling due 2-5 years

Bank loans
36,046
108,633


36,046
108,633

Amounts falling due after more than 5 years

Bank loans
51,042
30,505

51,042
30,505

616,792
674,247


Page 47

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

24.


Deferred taxation


Group



2024


£






At beginning of year
(32,486)


Charged to profit or loss
(11,488)



At end of year
(43,974)

Company


2024






At end of year
-
Group
Group
2024
2023
£
£

Accelerated capital allowances
(43,974)
(32,486)

(43,974)
(32,486)


25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



757,470 (2023 - 757,500) Ordinary A Shares shares of £0.01 each
7,575
7,575
189,368 (2023 - 189,400) Ordinary B Shares shares of £0.01 each
1,894
1,894
214,616 (2023 - 214,600) Ordinary C Shares shares of £0.01 each
2,146
2,146
159,700 (2023 - 159,700) Ordinary D Shares shares of £0.01 each
1,597
1,597
130,664 (2023 - 130,700) Ordinary E Shares shares of £0.01 each
1,307
1,307

14,519

14,519


Page 48

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

26.


Reserves

Capital redemption reserve

In February 2022, the company repurchased 126,270 shares from R Groves and 126,270 from M Groves for aggregate consideration of £13,751,634 utilising accumulated reserves of the company. A dividend of this consideration was received from Groves of Thame Limited to facilitate this transaction. 

Foreign exchange reserve

The foreign exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. The movement in the foreign exchange reserve during the year £227,522 (2023: £1,316,606).

Profit and loss account

Profit for the financial year attributable to the parent company is £6,240,011.
 


27.


Contingent liabilities

A contingent liability existed to the sum of approximately £1,485,318 at the 30 June 2023. This amount was settled during the year ended 30th June 2024. 


28.


Pension commitments

The Group contributes to a defined contributions 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 £424,137 (2023 - £287,693). Contributions were payable to the fund at the balance sheet date.


29.


Commitments under operating leases

At 30 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
198,062
477,598

Later than 1 year and not later than 5 years
792,247
1,061,184

Later than 5 years
792,247
-

1,782,556
1,538,782

Page 49

 
GROVES OF THAME (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

30.


Controlling party

The directors consider Groves of Thame (Holdings) Limited a company incorporated in the UK on 03/02/2015 to be the ultimate parent company for the year ended 30th June 2024 and 2023. 
There is considered to be no overall controlling party of Groves of Thame (Holdings) Limited.

 
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