Company registration number 06456147 (England and Wales)
MILLMEAD OPTICAL GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
MILLMEAD OPTICAL GROUP LTD
COMPANY INFORMATION
Directors
Mr M J Carberry
Mr J G Conway
Mr C McGuirk
Mr D M Thorn
Secretary
Mr C McGuirk
Company number
06456147
Registered office
83 Sefton Lane
Maghull
Liverpool
L31 8BU
Auditor
MHA
Exchange Station
Tithebarn Street
Liverpool
L2 2QP
Bankers
HSBC
99 - 101 Lord Street
Liverpool
L2 6PG
Solicitors
Hill Dickinson LLP
No. 1 St. Paul's Square
Liverpool
L3 9SJ
MILLMEAD OPTICAL GROUP LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 38
MILLMEAD OPTICAL GROUP LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present the strategic report for the year ended 30 June 2024.

 

The principal activity of the company is that of a holding company.

 

The principal activity of the subsidiary companies are:

 

Review of the business

The principal business activity is the design, manufacture and distribution of optical and sunglass frames, cases, and lenses. The Group has trading subsidiaries in the United Kingdom (UK), Germany, Hong Kong and the United States of America (USA).

 

The actions taken in the previous financial year in response to the cost-of-living pressures has resulted in a significant performance improvement during the current financial year. This trend is forecast to continue into the next financial year with further growth expected for the year ending 30 June 2025.

 

Significant new business was secured during the current financial year resulting in 3.6% sales growth. Gross profit margins increased by 2% with a continued focus on supply chain management and the product mix being weighted toward higher end products. Sterling strengthened against the Dollar during the current financial year contributing to improved gross profit.

 

Germany achieved year on year sales growth following on from the growth achieved in the previous financial year.

 

Hong Kong sales increased year on year as business won in the previous year crystalised.

 

Trading in the USA also grew as the Group increased its product offering during the current financial year.

 

The board are pleased with the results for the current financial year because of the actions taken in the previous financial year with results representing a significant improvement. The results ensure that the Group is well placed to take advantage of new opportunities as they arise and as a result growth is forecast for the next financial year.

 

The directors constantly monitor the Group's funding position and forecast cash requirements, as detailed within the Going Concern section of note 1, to ensure it has access to sufficient funds to meet its cash requirements.

MILLMEAD OPTICAL GROUP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Principle Risks and Uncertainties

The Group's operations expose it to a variety of financial risks, the Directors deem the most significant risks as follows:

 

 

 

 

Results and Dividends

The operating profit for the period is £1,131,342 (2023: £215,888) and when adjusted for exchange variances deriving from conversion of foreign currency is £1,016,860 (2023: £303,858).

 

Financial Highlights:

 

The Group’s operating profit improved significantly due to new business won and because of the actions taken during the previous financial year ensuring stringent cost controls.

 

Fixed assets have decreased to £2,671,029 (2023: £3,317,984) as significant investment was made in the previous year so limited investment was required in the current year. A further years amortisation of goodwill has also been recognised. Stock levels decreased to £5,093,875 (2023: £6,437,921) as global freight disruption reduced, enabling us to reduce contingency stock levels. There has been a decrease in debtors to £3,346,855 (2023: £3,539,851) due mainly to the timing of revenue recognised and a corporation tax debtor was reduced. There has been a decrease in current liabilities to £8,601,532 (2023: £9,468,854), due to a reduced utilisation of shorter-term financing facilities because of longer-term financing secured via funding received from directors. Trade Creditors also reduced due to timing of supplier invoices.

 

Creditors falling due after more than one year decreased to £1,149,973 (2023: £2,132,577) because of capital repayments made against bank loans and finance leases.

Key Performance Indicators

The Directors use a number of key performance indicators to ensure that business activities are monitored and controlled effectively. The Directors consider these measures ensure a high level of control over the Group's operations and form an integral part of the Group's financial reporting structure.

MILLMEAD OPTICAL GROUP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
Strategy and Future Developments

The Group has a highly regarded reputation in both domestic and global markets as one of the leading independent Suppliers of high-quality eyewear and eyewear related optical products.

 

The long-term business objectives of the Group are:

 

 

 

 

 

 

 

The Group is a certified B Corp, an accreditation that reinforces the Group's ongoing commitment to continually improve its social and environmental impact. The Group's latest annual mission statement can be found on its website, www.millmeadopticalgroup.com.

Summary and Outlook

As a result of the action taken by the board during the previous financial year along with new business won, the results for the current financial year show a significant improvement in trading. The upturn in performance has continued into the year ending 30 June 2025 with the Group forecasting to achieve year on year sales growth.

 

As a result of previous investments, the Group is well positioned to take advantage of new opportunities with the view to further improving the trading results in future periods. An acquisition of the trade and assets of an optical case competitor was completed during the current financial year which has aided sales growth and will continue to do so in future years whilst also increasing market share.

 

The Board continue to investigate potential new products via collaboration with third parties and via internal research and development. The Group remains determined to grow its sales and has invested in its sales team in the second half of the current financial year with the aim of growing sales organically. The Board will continue to assess potential acquisition opportunities as they arise to ensure they add maximum value.

 

The Directors believe the Group has created a robust and long-term sustainable platform to deliver its long-term growth strategy. This is further backed by the Group's ability to navigate external challenges in recent years and ensure that it is still able to take advantage of opportunities as they arise.

On behalf of the board

Mr C McGuirk
Director
28 March 2025
MILLMEAD OPTICAL GROUP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activity of the company is that of a holding company.

 

The principal activity of the subsidiary companies are:

 

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M J Carberry
Mr J G Conway
Mr C McGuirk
Mr D M Thorn
Post reporting date events

On 27 November 2024, after the balance sheet date, Millmead Optical Group Ltd entered into significant new lease agreement for a business premesis. The minimum contractual commitment of this lease is 5 years and a total of £2,172,875 is payable over this time period. This is not reflected in the notes to the financial statements regarding operating lease commitments at the balance sheet date.

 

On 2 July 2024, the Group acquired intellectual property rights, domain names and social media accounts from Unique Brands International (an unincorporated entity controlled by the directors D M Thorn and J G Conway) for consideration of £569,952. On 29 October 2024, the Group then acquired further business goodwill and intellectual property rights from Unique Brands International for consideration of £2,175,821.

 

There have been no further post balance sheet events since the year end.

Auditor

MHA were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties and future developments.

MILLMEAD OPTICAL GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
On behalf of the board
Mr C McGuirk
Director
28 March 2025
MILLMEAD OPTICAL GROUP LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MILLMEAD OPTICAL GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MILLMEAD OPTICAL GROUP LTD
- 7 -
Opinion

We have audited the financial statements of Millmead Optical Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our 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 and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

MILLMEAD OPTICAL GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MILLMEAD OPTICAL GROUP LTD
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

MILLMEAD OPTICAL GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MILLMEAD OPTICAL GROUP LTD
- 9 -

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Matthews BFP ACA FCCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Liverpool, United Kingdom
28 March 2025
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
MILLMEAD OPTICAL GROUP LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
22,246,878
21,475,090
Cost of sales
(14,585,381)
(14,574,503)
Gross profit
7,661,497
6,900,587
Distribution costs
(587,907)
(650,062)
Administrative expenses
(5,962,264)
(6,054,049)
Other operating income
20,016
19,412
Operating profit
4
1,131,342
215,888
Interest receivable and similar income
7
523
150
Interest payable and similar expenses
8
(608,886)
(663,550)
Profit/(loss) before taxation
522,979
(447,512)
Tax on profit/(loss)
9
(97,869)
38,685
Profit/(loss) for the financial year
425,110
(408,827)
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(71,895)
36,189
Total comprehensive income for the year
353,215
(372,638)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 16 to 38 form part of these financial statements.

MILLMEAD OPTICAL GROUP LTD
GROUP BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
1,240,289
1,420,612
Other intangible assets
10
29,278
73,364
Total intangible assets
1,269,567
1,493,976
Tangible assets
11
1,401,462
1,824,008
2,671,029
3,317,984
Current assets
Stocks
14
5,093,875
6,437,921
Debtors
15
3,346,855
3,539,851
Cash at bank and in hand
882,731
195,445
9,323,461
10,173,217
Creditors: amounts falling due within one year
16
(8,601,532)
(9,468,854)
Net current assets
721,929
704,363
Total assets less current liabilities
3,392,958
4,022,347
Creditors: amounts falling due after more than one year
17
(1,149,973)
(2,132,577)
Net assets
2,242,985
1,889,770
Capital and reserves
Called up share capital
22
2,154,258
2,154,258
Capital redemption reserve
3,054,723
3,054,723
Profit and loss reserves
(2,965,996)
(3,319,211)
Total equity
2,242,985
1,889,770

The notes on pages 16 to 38 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 28 March 2025 and are signed on its behalf by:
28 March 2025
Mr C McGuirk
Director
Company registration number 06456147 (England and Wales)
MILLMEAD OPTICAL GROUP LTD
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
1,829
-
0
Investments
12
13,900,949
13,879,541
13,902,778
13,879,541
Current assets
Debtors
15
696,378
2,129,734
Cash at bank and in hand
15,031
230
711,409
2,129,964
Creditors: amounts falling due within one year
16
(2,884,510)
(2,618,379)
Net current liabilities
(2,173,101)
(488,415)
Total assets less current liabilities
11,729,677
13,391,126
Creditors: amounts falling due after more than one year
17
(1,149,973)
(2,132,577)
Net assets
10,579,704
11,258,549
Capital and reserves
Called up share capital
22
2,154,258
2,154,258
Capital redemption reserve
3,046,582
3,046,582
Profit and loss reserves
5,378,864
6,057,709
Total equity
10,579,704
11,258,549

The notes on pages 16 to 38 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £678,845 (2023 - £629,989 profit).

The financial statements were approved by the board of directors and authorised for issue on 28 March 2025 and are signed on its behalf by:
28 March 2025
Mr C McGuirk
Director
Company registration number 06456147 (England and Wales)
MILLMEAD OPTICAL GROUP LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2022
2,154,258
3,054,723
(2,946,573)
2,262,408
Year ended 30 June 2023:
Loss for the year
-
-
(408,827)
(408,827)
Other comprehensive income:
Currency translation differences
-
-
36,189
36,189
Total comprehensive income
-
-
(372,638)
(372,638)
Balance at 30 June 2023
2,154,258
3,054,723
(3,319,211)
1,889,770
Year ended 30 June 2024:
Profit for the year
-
-
425,110
425,110
Other comprehensive income:
Currency translation differences
-
-
(71,895)
(71,895)
Total comprehensive income
-
-
353,215
353,215
Balance at 30 June 2024
2,154,258
3,054,723
(2,965,996)
2,242,985

The notes on pages 16 to 38 form part of these financial statements.

MILLMEAD OPTICAL GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2022
2,154,258
3,046,582
5,427,720
10,628,560
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
629,989
629,989
Balance at 30 June 2023
2,154,258
3,046,582
6,057,709
11,258,549
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
(678,845)
(678,845)
Balance at 30 June 2024
2,154,258
3,046,582
5,378,864
10,579,704

The notes on pages 16 to 38 form part of these financial statements.

MILLMEAD OPTICAL GROUP LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
3,260,334
1,756,196
Interest paid
(608,886)
(663,550)
Income taxes refunded/(paid)
25,162
(13,950)
Net cash inflow from operating activities
2,676,610
1,078,696
Investing activities
Purchase of business
(21,408)
-
Purchase of intangible assets
(87,678)
(9,378)
Purchase of tangible fixed assets
(53,444)
(319,114)
Interest received
523
150
Net cash used in investing activities
(162,007)
(328,342)
Financing activities
Repayment of borrowings
(519,415)
(910,336)
Repayment of bank loans
(821,565)
(698,776)
Proceeds from finance
-
350,000
Payment of finance leases obligations
(207,073)
(232,072)
Net cash used in financing activities
(1,548,053)
(1,491,184)
Net increase/(decrease) in cash and cash equivalents
966,550
(740,830)
Cash and cash equivalents at beginning of year
(11,924)
674,967
Effect of foreign exchange rates
(71,895)
53,939
Cash and cash equivalents at end of year
882,731
(11,924)
Relating to:
Cash at bank and in hand
882,731
195,445
Bank overdrafts included in creditors payable within one year
-
(207,369)

The notes on pages 16 to 38 form part of these financial statements.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
1
Accounting policies
Company information

Millmead Optical Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 83 Sefton Lane, Maghull, Liverpool, L31 8BU.

 

The group consists of Millmead Optical Group Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Millmead Optical Group Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The Group monitors its funding position and its liquidity risk throughout the year to ensure it has access to sufficient funds to meet forecast cash requirements. Cash forecasts are regularly produced and reviewed by the Board to ensure the Group can honour its cash commitments.

 

Forecasts have been prepared by the Directors that have been sensitised to only include known new business and incorporate all known/expected increases in its cost base. The forecasts demonstrate that the Group will have sufficient cash reserves to meet its obligations as they fall due for a period of at least 12 months from the date of signing these financial statements.

 

The Group achieved sales growth on improved margins with further growth forecast for the next financial year which should generate increased cash inflows from operating activities for the year ending 30 June 2025, supported by new business won during the current financial year and post year end.

 

As a result of the Groups financing arrangements, it must comply with financial covenants set by its bankers. During the current financial year, the Group was fully compliant, and forecasts anticipate the Group to be compliant during the next financial year.

 

As such, the directors are satisfied that the Group has adequate resources to operate for the foreseeable future. For this reason, they continue to adopt the going concern basis for preparing these financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 7 to 15 years, based on the period over which economic benefits are expected to be derived.

 

Negative goodwill arises when the cost of a business combination is less than the fair value of the interest in the identifiable assets, liabilities and contingent liabilities acquired. The amount up to the fair value of non-monetary assets acquired is credited to the profit and loss in the period in which those non-monetary assets are recovered.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
4 years straight line
Patents & licences
5 years straight line
Trademarks
5 years straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Long-term leasehold property
10-20% per annum on a straight line basis
Plant and equipment
10-20% per annum on a straight line basis
Fixtures and fittings
10-33% per annum on a straight line basis
Computers
25% per annum on a straight line basis
Motor vehicles
25% per annum on a straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 19 -
1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 20 -
1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

All financial assets are considered basic financial assets.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 21 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

Other financial liabilities

All financial liabilities are considered basic financial liabilities.

Derecognition of financial liabilities

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

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 22 -
1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.20
Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

 

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability js measured at fair value. the rate when that fair value was determined.

 

All translation differences are taken to profit or loss, except to the extent that they relate to gains or tosses on non-monetary items recognised in other comprehensive income, When the related translation gain or loss is also recognised in other comprehensive income.

 

Assets and liabilities of overseas subsidiaries (including goodwill and fair value adjustments in relation to

overseas subsidiaries) are translated into the group's presentation currency at the rate ruling at the reporting date. Income and expenses of overseas subsidiaries are translated at the average rate for the year as the directors consider this to be a reasonable approximation to the rate at the date of the transaction. Translation differences are recognised in other comprehensive income and accumulated in equity

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 23 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Carrying value of investments

The Directors must consider the carrying value of investments in subsidiary companies based on the performance of each subsidiary. The nature of the judgement will impact whether or not there is deemed to be any indicators of impairment, which could materially impact the carrying value of those investments.

Carrying value of goodwill

The Directors must consider the recoverable amount of goodwill and make judgements as to whether there are any indicators of impairment. An indicator could result in a material impact on the figures in the financial statements.

Carrying value of intra-group balances

The Directors must consider the performance of entities within the group to assess whether intra-group balances are considered recoverable. The outcome of the judgement could have a material impact on the financial statements in the instance that group balances are not deemed recoverable.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Valuation of stock

Stocks are valued at the lower of cost and net realisable value. Where necessary, provisions for slow moving and obsolete stocks are made. Calculation of these provisions require judgements to be made, the provisions are based on both the age and use of stock in the last 24 – 60 months, with provision made as a percentage of these values. Furthermore, the valuation of stock includes the absorption of overheads such as freight and duties to accordingly reflect the cost of acquiring stocks for resale. The Directors use estimation techniques to assess the value of overheads based upon historical average annual costs of freight and duties as a percentage of total stock purchases.

Recoverability of trade debtors

The company establishes a specific provision for debtors that are estimated not to be recoverable. When assessing recoverability, the directors have considered factors such as the aging of the debtors, past experience of recoverability, and the credit profile of individual or groups of customers.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 24 -
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Optical and sunglasses cases and frames
18,038,226
16,881,332
Jewellery Boxes
979,240
1,509,957
Lenses
3,170,949
3,030,438
Other
58,463
53,363
22,246,878
21,475,090
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
13,784,733
13,545,810
Europe
2,783,327
2,748,431
Rest of the world
5,678,818
5,180,849
22,246,878
21,475,090
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(114,481)
87,970
Research and development costs
96,569
145,000
Fees payable to the group's auditor for the audit of the group's financial statements
54,900
94,500
Depreciation of owned tangible fixed assets
215,737
205,760
Depreciation of tangible fixed assets held under finance leases
260,253
226,665
Amortisation of intangible assets
333,495
367,710
Operating lease charges
540,088
508,980
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Management
15
17
3
3
Administrative
53
54
-
-
Production
45
37
-
-
Total
113
108
3
3
MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
5
Employees
(Continued)
- 25 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
3,817,906
3,715,335
229,333
225,482
Social security costs
418,976
422,799
35,405
36,256
Pension costs
70,378
69,891
1,321
1,642
4,307,260
4,208,025
266,059
263,380
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
465,869
391,734
Company pension contributions to defined contribution schemes
3,963
2,963
469,832
394,697

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
187,666
174,797
Company pension contributions to defined contribution schemes
1,321
1,321
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
523
150
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
581,519
620,253
Interest on invoice finance arrangements
27,367
43,297
Total finance costs
608,886
663,550
MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
9
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
-
0
(37,874)
Other tax reliefs
-
0
(43,011)
Total UK current tax
-
0
(80,885)
Foreign current tax on profits for the current period
97,869
42,200
Total current tax
97,869
(38,685)

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
522,979
(447,512)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
130,745
(91,740)
Tax effect of expenses that are not deductible in determining taxable profit
126,042
2,363
Tax effect of income not taxable in determining taxable profit
-
0
(27,198)
Change in unrecognised deferred tax assets
(104,089)
72,499
Adjustments in respect of prior years
-
0
(37,874)
Depreciation on assets not qualifying for tax allowances
2,152
485
Amortisation on assets not qualifying for tax allowances
9,451
49,311
Other permanent differences
2,581
14,029
Effect of overseas tax rates
(48,251)
4,478
Additional deduction for R&D expenditure
(20,762)
(35,366)
Surrender of tax losses for R&D tax credit refund
-
0
22,074
Adjust deferred tax to average rate
-
0
(11,746)
Taxation charge/(credit)
97,869
(38,685)

On 1 April 2023 the government enacted changes to the corporation tax rate, increasing the main tax rate to 25%. The previous financial year end straddled two tax years, pre and post the increase of corporation tax to 25%. Profits were apportioned in the ratio to account for the number of months under the 19% taxation rate and 25% rate. The effective tax rate for the period ended 30 June 2023 was therefore 20.50%.

 

Deferred tax is not recognised in respect of tax losses of £2,984,686 (2023: £3,792,572) as it is not probable that they will be recovered in full against the reversal of deferred tax liabilities or future taxable profits over the next 12 months. The directors continue to monitor this situation annually and aim to make a provision for the deferred tax asset on unutilised losses as soon as the period in which future taxable profits can be measured more accurately.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 27 -
10
Intangible fixed assets
Group
Goodwill
Negative goodwill
Software
Patents & licences
Trademarks
Total
£
£
£
£
£
£
Cost
At 1 July 2023
6,842,961
(269,767)
568,096
1,220,526
1,361,100
9,722,916
Additions - separately acquired
76,611
-
0
11,067
-
0
-
0
87,678
Additions - business combinations
21,408
-
0
-
0
-
0
-
0
21,408
Disposals
-
0
-
0
-
0
-
0
(45,000)
(45,000)
At 30 June 2024
6,940,980
(269,767)
579,163
1,220,526
1,316,100
9,787,002
Amortisation and impairment
At 1 July 2023
5,422,349
(269,767)
494,732
1,220,526
1,361,100
8,228,940
Amortisation charged for the year
278,342
-
0
55,153
-
0
-
0
333,495
Disposals
-
0
-
0
-
0
-
0
(45,000)
(45,000)
At 30 June 2024
5,700,691
(269,767)
549,885
1,220,526
1,316,100
8,517,435
Carrying amount
At 30 June 2024
1,240,289
-
0
29,278
-
0
-
0
1,269,567
At 30 June 2023
1,420,612
-
0
73,364
-
0
-
0
1,493,976
Company
Trademarks
£
Cost
At 1 July 2023
1,361,100
Disposals
(45,000)
At 30 June 2024
1,316,100
Amortisation and impairment
At 1 July 2023
1,361,100
Disposals
(45,000)
At 30 June 2024
1,316,100
Carrying amount
At 30 June 2024
-
0
At 30 June 2023
-
0
MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
11
Tangible fixed assets
Group
Long-term leasehold property
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 July 2023
1,473,581
2,538,692
1,208,797
281,660
42,746
5,545,476
Additions
9,200
22,037
8,219
13,988
-
0
53,444
Disposals
-
0
-
0
(1,008)
(2,912)
-
0
(3,920)
At 30 June 2024
1,482,781
2,560,729
1,216,008
292,736
42,746
5,595,000
Depreciation and impairment
At 1 July 2023
1,016,474
1,278,891
1,133,921
249,436
42,746
3,721,468
Depreciation charged in the year
84,983
334,662
37,704
18,641
-
0
475,990
Eliminated in respect of disposals
-
0
-
0
(1,008)
(2,912)
-
0
(3,920)
At 30 June 2024
1,101,457
1,613,553
1,170,617
265,165
42,746
4,193,538
Carrying amount
At 30 June 2024
381,324
947,176
45,391
27,571
-
0
1,401,462
At 30 June 2023
457,107
1,259,801
74,876
32,224
-
0
1,824,008
Company
Computers
£
Cost
At 1 July 2023
-
0
Additions
2,582
At 30 June 2024
2,582
Depreciation and impairment
At 1 July 2023
-
0
Depreciation charged in the year
753
At 30 June 2024
753
Carrying amount
At 30 June 2024
1,829
MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
11
Tangible fixed assets
(Continued)
- 29 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
727,637
1,009,493
-
0
-
0

The assets under finance leases owed by Millmead Optical Group Ltd were originally acquired and continue to be capitalised by the subsidiary company The Optoplast Actman Eyewear Co Limited. The differing ownership and financing of these assets has no impact on the group consolidated financial statements, as The Optoplast Actman Eyewear Co Limited is a wholly-owned subsidiary, under the control of the same beneficial owners.

12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
13,900,949
13,879,541
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2023
13,879,541
Additions
21,408
At 30 June 2024
13,900,949
Carrying amount
At 30 June 2024
13,900,949
At 30 June 2023
13,879,541
MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 30 -
13
Subsidiaries

Details of the company's subsidiaries at 30 June 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Actman and Mico Limited
1
Dormant
Ordinary
-
100.00
Andrew Actman Limited
1
Dormant
Ordinary
-
100.00
Continental Eyewear Limited
1
Dormant
Ordinary
100.00
-
Cool Case Company (UK) Limited
1
Dormant
Ordinary
100.00
-
Custom Fabrikations (UK) Limited
1
Dormant
Ordinary
100.00
-
Talbots Group Limited
1
Dormant
Ordinary
100.00
-
Inspiration UK Limited
1
Dormant
Ordinary
-
100.00
Jai Kudo Group Limited
1
Dormant
Ordinary
100.00
-
Optoplast Actman Group Limited
1
Dormant
Ordinary
100.00
-
Optoplast Inc
2
Dormant
Ordinary
-
100.00
Optoplast Limited
1
Dormant
Ordinary
100.00
-
Optoplast Manufacturing Company Limited (The)
1
Dormant
Ordinary
100.00
-
Pollards International Limited
1
Dormant
Ordinary
-
100.00
Rainbow Bright
Enterprise Limited
3
Wholesaler of optical and sunglasses cases
Ordinary
100.00
-
Rainbow Bright
Enterprise LLC
2
Wholesaler of optical and sunglasses cases
Ordinary
-
100.00
The Optoplast Actman
Eyewear Co Limited
1
Wholesaler of optical and sunglasses cases
Ordinary
100.00
-
Victoria Collection GmbH
4
Wholesaler of optical and sunglasses cases
Ordinary
-
100.00
Yakira Eyewear Limited
1
Dormant
Ordinary
100.00
-
Yakira Optics Limited
1
Dormant
Ordinary
100.00
-
Yakira Group Limited
1
Dormant
Ordinary
100.00
-
Kirk Originals Eyewear Ltd
1
Dormant
Ordinary
100.00
-
Wires Eyewear Limited
1
Dormant
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

1
83 Sefton Lane, Maghull, Liverpool, Merseyside, L31 8BU
2
60 Walnut St, 4th Floor, Wellesley, MA 02481, USA
3
Cheung Lee Commercial Building, 25 Kimberley Road, Tsimshatsui, Kowloon, Hong Kong
4
Augustenstr 55, 70178, Stuttgart, Germany
14
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
5,093,875
6,437,921
-
0
-
0

An increase has been made against the group stock provision resulting in a debit to the Statement of Comprehensive Income of £150,380 (2023: £285,389)

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 31 -
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,020,508
3,115,793
4,355
3,155
Corporation tax recoverable
42,703
138,473
-
0
-
0
Amounts owed by group undertakings
-
-
642,465
2,072,246
Other debtors
30,379
87,750
6,196
6,194
Prepayments and accrued income
252,549
197,119
42,646
47,423
3,346,139
3,539,135
695,662
2,129,018
Deferred tax asset (note 20)
716
716
716
716
3,346,855
3,539,851
696,378
2,129,734

Amounts owed to the company by group undertakings due in less than one year are interest free and are unsecured, repayable on demand.

 

There has been a decrease in the group provision for bad debts resulting in a credit to the Statement of Comprehensive Income of £661 (2023: £87,176) during the period.

16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
713,232
985,832
709,489
791,874
Obligations under finance leases
19
226,270
207,073
226,270
207,073
Other borrowings
18
3,401,913
3,921,328
-
0
-
0
Trade creditors
1,432,624
1,827,595
46,638
45,733
Amounts owed to group undertakings
-
0
-
0
252,109
261,113
Corporation tax payable
63,008
35,747
-
0
-
0
Other taxation and social security
422,392
421,695
9,759
19,711
Other creditors
1,515,984
1,098,705
1,478,005
1,074,257
Accruals and deferred income
826,109
970,879
162,240
218,618
8,601,532
9,468,854
2,884,510
2,618,379

Included within amounts owed to group undertakings by the company, are amounts owed to a subsidiary entity which accrue interest at a rate of 1% per annum. This loan is repayable on 30 June 2026, however, the subsidiary company has the right to recall this loan on giving 6 months notice and as such this balance is included within amounts due in less than one year.

 

All other amounts owed by the company to group undertakings are unsecured, interest free and are repayable on demand.

 

Details of the security and other terms of bank loans, overdrafts, other loans and finance leases are disclosed in notes 18 and 19 of the financial statements.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 32 -
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
708,196
1,464,530
708,196
1,464,530
Obligations under finance leases
19
441,777
668,047
441,777
668,047
1,149,973
2,132,577
1,149,973
2,132,577

Details of the security and other terms of bank loans, overdrafts, other loans and finance leases are disclosed in notes 18 and 19 of the financial statements.

18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
1,421,428
2,242,993
1,417,685
2,242,993
Bank overdrafts
-
0
207,369
-
0
13,411
Other loans
3,401,913
3,921,328
-
0
-
0
4,823,341
6,371,690
1,417,685
2,256,404
Payable within one year
4,115,145
4,907,160
709,489
791,874
Payable after one year
708,196
1,464,530
708,196
1,464,530
MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
18
Loans and overdrafts
(Continued)
- 33 -

Bank loans and overdrafts are secured, in favour of HSBC Bank Plc by means of a fixed charge over the book debts and a floating charge over all the other assets of Millmead Optical Group Ltd and its subsidiaries.

 

Other loans, which include import loans and invoice discounting facilities are also secured in favour of HSBC Plc, by means of a fixed charge over the book debts and a floating charge over all the other assets of all the companies that constitute the Millmead Optical Group.

 

Import loans accrue interest at a rate of 2.975% over the Bank of England base rate and cover a maximum period of between 120 and 240 days.

In June 2020 the group secured a Coronavirus Business Interruption Loan ("CBIL") of £3,200,000. The loan was interest free for the first year and following this, interest is charged at 3.99% above Bank of England base rate. The first repayment was made on 4 September 2021, following which quarterly repayments of £160,000 are to be made.

 

The CBIL loan is subject to adjusted net cash, EBITDA and adjusted tangible net worth covenants at each balance sheet date. As reported in the prior period financial statements, bank covenant breaches were identified by the Directors in both financial year 2023 and 2022. These breaches were formally waived by the bank who confirmed that no action would be taken as a result of the breaches.

 

On 7 October 2024, a revised CBIL loan agreement was signed, amending the bank covenants and adjusting the interest rate to 3.5% above Bank of England base rate. Quarterly payments of £160,000 continue to be made by the group under the new agreement. No further breaches under the old or recently amended covenants have been identified by the Directors as at 30 June 2024.

19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
226,270
207,073
226,270
207,073
In two to five years
441,777
668,047
441,777
668,047
668,047
875,120
668,047
875,120

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The interest rates implicit in the leases range between 3-4%.

 

The leases are secured against the assets to which they relate and which are owned under the name of the wholly owned subsidiary The Optoplast Actman Eyewear Co Limited, as detailed in note 11 of the financial statements.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 34 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2024
2023
Group
£
£
Accelerated capital allowances
689
689
Short term timing differences
27
27
716
716
Assets
Assets
2024
2023
Company
£
£
Accelerated capital allowances
689
689
Short term timing differences
27
27
716
716
There were no deferred tax movements in the year.

The deferred tax asset relates to both fixed asset and short term timing differences which are expected to reverse as the associated assets are utilised.

 

Deferred tax is not recognised in respect of tax losses of £2,984,686 (2023: £3,792,572) as it is not probable that they will be recovered in full against the reversal of deferred tax liabilities or future taxable profits over the next 12 months. The Directors continue to monitor this situation annually and aim to make a provision for the deferred tax asset on unutilised losses as soon as the period in which future taxable profits can be measured more accurately.

21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
70,378
69,891

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 35 -
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary 'A' Shares of 1p each
200
200
2
2
Ordinary 'B1' Shares of 1p each
107,712,786
107,712,786
1,077,128
1,077,128
Ordinary 'B2' Shares of 1p each
107,712,786
107,712,786
1,077,128
1,077,128
215,425,772
215,425,772
2,154,258
2,154,258

The ordinary A, B1 and B2 shares, which carry no fixed right to income, each carry the right to one vote at general meetings.

23
Acquisitions

On 14 July 2023, Millmead Optical Group Ltd acquired 100% of the share capital on incorporation of Kirk Originals Eyewear Ltd, a company incorporated in England and Wales.

 

On 27 September 2023, Millmead Optical Group Ltd acquired 100% of the share capital on incorporation of Wires Eyewear Limited, a company incorporated in England and Wales.

 

Both of the above transactions have been accounted for under the acquisition method and both entities remain dormant from acquisition throughout the reporting period.

24
Financial commitments, guarantees and contingent liabilities

There is a debenture dated 6 October 2008, in favour of HSBC Bank Plc, secured by way of fixed and floating charges over all the assets of the company and its subsidiary group companies.

 

A charge was registered on 7 October 2022, in favour of The Conthorn Retirement Benefit Scheme, a scheme which exists for the benefit of certain directors. Secured by way of a fixed charge over the Chattels of the company.

 

There is an unlimited composite company guarantee dated 6 October 2008 across all companies in the Millmead Optical Group over all bank borrowings. The total amount outstanding in relation to the associated group banking facilities at the year end was £4,336,696 (2023: £6,005,463).

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 36 -
25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
380,271
459,114
-
-
Between two and five years
40,845
410,052
-
-
421,116
869,166
-
-

Please see note 26 for details of a lease entered into after the balance sheet date. This lease commitment is not included in the above note to the financial statements.

26
Events after the reporting date

On 2 July 2024, the Group acquired intellectual property rights, domain names and social media accounts from Unique Brands International (an unincorporated entity controlled by the directors D M Thorn and J G Conway) for consideration of £569,952. On 29 October 2024, the Group then acquired further business goodwill and intellectual property rights from Unique Brands International for consideration of £2,175,821.

 

On 27 November 2024, after the balance sheet date, Millmead Optical Group Ltd entered into a significant new lease agreement for a business premises. The minimum contractual commitment of this lease is 5 years and a total of £2,172,875 is payable over this time period.

 

There have been no further post balance sheet events since the year end.

27
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Rent Paid
2024
2023
£
£
Group
Directors
414,333
414,333
MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
27
Related party transactions
(Continued)
- 37 -

Royalty payments of £324,000 (2023: £270,000) have been made in the year ended 30 June 2024 in respect of patents owned by members of key management. An advance payment covering the initial period of the licence agreement was released to the statement of comprehensive income, amounting to £nil (2023: £100,000).

 

Included within other debtors is £6,196 (2023: £3,124) due from Conthorn, an unincorporated business owned by members of key management.

 

During the year £16,200 was received from Breeze International Designs Ltd, a company related through common Directors of the group, for facilitating the sale of stock to a third party company. No transactions of this nature took place in the year ended 30 June 2023.

 

During the year, wages and salaries of £18,000 (2023: £18,000) were paid to close family members of a Director.

 

The company has taken the exemption conferred by s33.1A of FRS102 from disclosing related party transactions with wholly owned members of this group, on the basis that its results are consolidated in the results of the group as a whole.

28
Directors' transactions

The total amount outstanding on loans received from the directors is £1,447,491 (2023: £1,074,000),which is included within other creditors note 16 of the financial statements. The loans are guaranteed by a subsidiary entity, Victoria Collection GmbH. Interest of £31,876 (2023: £32,729) has been paid by the group in relation to these loans. Interest is payable at 2.65% above the Bank of England base rate.

 

The directors have agreed not to call in repayment of the loans for at least 12 months from the date of signing of these financial statements.

29
Controlling party

The ultimate controlling parties are the directors Mr D M Thorn and Mr J G Conway, by virtue of their joint control of the group in accordance with their combined majority shareholding.

MILLMEAD OPTICAL GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 38 -
30
Cash generated from group operations
2024
2023
£
£
Profit/(loss) for the year after tax
425,110
(408,827)
Adjustments for:
Taxation charged/(credited)
97,869
(38,685)
Finance costs
608,886
663,550
Investment income
(523)
(150)
Amortisation and impairment of intangible assets
333,495
367,710
Depreciation and impairment of tangible fixed assets
475,990
432,425
Movements in working capital:
Decrease in stocks
1,344,046
342,699
Decrease in debtors
97,226
17,163
(Decrease)/increase in creditors
(121,765)
380,311
Cash generated from operations
3,260,334
1,756,196
31
Analysis of changes in net debt - group
1 July 2023
Cash flows
Exchange rate movements
30 June 2024
£
£
£
£
Cash at bank and in hand
195,445
759,181
(71,895)
882,731
Bank overdrafts
(207,369)
207,369
-
-
0
(11,924)
966,550
(71,895)
882,731
Borrowings excluding overdrafts
(6,164,321)
1,340,980
-
(4,823,341)
Obligations under finance leases
(875,120)
207,073
-
(668,047)
(7,051,365)
2,514,603
(71,895)
(4,608,657)
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