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Registered number: 11231415













          TBS Group Holdings Ltd
          Annual Report and Financial Statements
          For the Year Ended 30 June 2024















           img24cd.png

 
TBS Group Holdings Ltd
 
 
Company Information


Directors
T Robinson 
D Sims 
A Robinson 
S Sirianni 




Company secretary
S Sirianni



Registered number
11231415



Registered office
Crossley Stone House
Crossley Stone

Rugeley

Staffordshire

WS15 2DQ




Independent auditor
Dains Audit Limited

2 Chamberlain Square

Paradise Circus

Birmingham

B3 3AX





 
TBS Group Holdings Ltd
 

Contents



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditor's Report
7 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Balance Sheet
12 - 13
Company Balance Sheet
14 - 15
Consolidated Statement of Changes in Equity
16
Company Statement of Changes in Equity
17
Consolidated Statement of Cash Flows
18 - 19
Consolidated Analysis of Net Debt
20
Notes to the Financial Statements
21 - 46


 
TBS Group Holdings Ltd
 
 
Group Strategic Report
For the Year Ended 30 June 2024

Introduction
 
The Company was incorporated on 1 March 2018 and had subsequently acquired the entire share capital of Traditional Brick & Stone Ltd and owns 75% shareholding in TBS Specialists Products Ltd, 75%  shareholding in Central Electrical Distributors Ltd and 90% shareholding in TBS Cladding Solutions Ltd. The results of the acquiree's are consolidated in to these financial accounts from the date of acquisition. 
Principal activity 
The principal activity of the Company is that of a holding company and the principal activity of the Group is that of the wholesale and supply of bricks, roofing tiles and solar panel units for private dwellings, electrical wholesale and the manufacture and distribution of brick cladding

Business review
 
Subsidiary companies in the wholesale and supply of bricks, roofing tiles and solar panels
The product range is continually monitored and expanded to satisfy demand and new developments, particularly within the solar market. New customers have been brought into the business which has made a positive difference to the product and service offering of the company and the group. This has led to further opportunities for companies within the group to work together on larger projects. 
Subsidiary in brick importing
The UK construction market suffered a contraction in the second half of 2023 and throughout 2024, resulting in lower volumes of bricks imported and sold than in previous years. Despite the challenging market conditions, TBS did not suffer as much of a loss in turnover as some of its competitors and the board is pleased with the results delivered. The company is in a strong position to quickly respond to the uplift in the market forecasted for 2025. 
Subsidiary in the wholesale of electrical products
The business has seen expansive growth and now operates from 5 sites across the country. There is focus to now establish these sites and build on their strong brand and relationships they have with both the supply and customer chain. Opportunities are developing for the business to work together with other subsidiaries in the group, within the solar market in particular.
Subsidiary in the manufacture and distribution of brick cladding
The business has seen growth in 2024 and has returned the group some strong profits despite the competitive market place and is optimistic for future developments of new products and markets alongside the current product range. Strong results are achieved from both E-commerce and commercial projects

Financial key performance indicators
 
The Directors consider the turnover and operating profit to be key performance indicators of the business.
The Directors consider the results for the year and the financial position of the company at the year end to be satisfactory

Other key performance indicators
 
The Directors closely monitor complaints and returns to ensure that high quality and customer service are maintained. 

Page 1

 
TBS Group Holdings Ltd
 

Group Strategic Report (continued)
For the Year Ended 30 June 2024

Principal risks and uncertainties
 
Financial, liquidity and credit
The Group’s activities expose it to a number of financial risks, such as credit, liquidity and cash flow risk.  
The Group’s principal financial assets are bank balances and cash, trade and other receivables. The Group has no significant concentration of credit risk, with exposure spread over a number of industries and sectors. The credit risk is primarily from trade receivables. The amounts presented in the balance sheet are net of amounts deemed to be doubtful receivables. The Group spreads any risk from reliance with a small amount of customers and maintains strong relationships to assist in the speedy recovery of amounts due. The Group ensures that good records are kept and that the credit control function is well focused for prompt collections.

Directors' statement of compliance with duty to promote the success of the Group
 
The Directors, present their statement of compliance with the duty under Section 172(1) of the Companies Act 2006 for the year ended 30 June 2024. This statement, forming part of the Group's strategic report, aims to provide stakeholders with an understanding of the Directors' decision-making processes and their dedication to the long-term success of the Company.
As the board of Directors of TBS Group Holdings Ltd, we acknowledge our duty under Section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole. In doing so, we have regard to the likely consequences of any decision in the long term, the interests of the Group's employees, the need to foster the Group's business relationships with suppliers, customers and others, the impact of the Group's operations on the community and the environment, the desirability of the Group maintaining a reputation for high standards of business conduct, and the need to act fairly between members of the Group.
During the year, the board has taken significant steps to ensure that the Group and its subsidiaries - Traditional Brick & Stone Ltd, TBS Specialists Products Ltd, TBS Cladding Solutions Ltd, and Central Electrical Distributors Ltd - operate in a manner that meets the standards set out in Section 172.
Engagement with Employees
The Directors have continued to invest in the workforce, recognising that the employees are integral to the success of the business. The Directors have implemented training and development programs to ensure that the team has the skills and knowledge necessary to excel in their roles. Regular internal communications have been used to understand and address any concerns of our staff.
Relationships with Suppliers, Customers, and Partners
The Group has maintained strong relationships with its suppliers and customers, ensuring that it conducts business in a fair and ethical manner. Focus this year has been on enhancing our supply chain efficiencies, especially for Traditional Brick & Stone Ltd and TBS Specialists Products Ltd, to ensure timely and reliable delivery of bricks, roofing tiles, and solar panels. For TBS Cladding Solutions Ltd, distribution networks have been strengthened to improve the availability of the brick cladding products. Central Electrical Distributors Ltd has continued to expand its range of electrical products, catering to the evolving needs of our customers.
 
Page 2

 
TBS Group Holdings Ltd
 

Group Strategic Report (continued)
For the Year Ended 30 June 2024

Community and Environmental Considerations
The Directors are committed to reducing the Group's environmental impact and have implemented sustainable practices across our operations. This includes efforts to reduce waste and improve energy efficiency, particularly in our manufacturing processes at TBS Cladding Solutions Ltd. We have also engaged in community initiatives to support local development and contribute positively to society.
Long-Term Decisions for Shareholder Value
Directors strategic decisions are focused on enhancing shareholder value. This includes driving operational efficiencies, exploring new market opportunities, and ensuring sustainable growth.
Ethical Conduct and Reputation
The Group upholds high standards of integrity and ethical conduct. Robust policies are in place to ensure compliance with legal and regulatory standards, which are regularly reviewed and updated as necessary.
Engagement with Stakeholders
While their position as Directors provides comprehensive control over the Group's decisions, they place high value on the feedback and interests of all stakeholders, including employees, customers, and the communities they serve.
In every decision made throughout the year, the Directors have been mindful of the long-term implications, prioritising the success of Group, the wellbeing of their employees, the strength of their business relationships, and their environmental and community impact.
This statement is made by the Directors in their capacity as the sole shareholders of TGS Group Holdings Ltd, in accordance with their duties under Section 172(1) of the Companies Act 2006.


This report was approved by the board on 28 March 2025 and signed on its behalf.



___________________________
S Sirianni
Director

Page 3

 
TBS Group Holdings Ltd
 
 
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.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £3,906,745 (2023 - £6,705,377).

Interim dividends of £1,451,281 (2023: £1,745,124) have been declared during the year.  There is no final dividend to be declared.

Directors

The directors who served during the year were:

T Robinson 
D Sims 
A Robinson 
S Sirianni 

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 judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.

Page 4

 
TBS Group Holdings Ltd
 
 
Directors' Report (continued)
For the Year Ended 30 June 2024

Future developments

The Directors expect the general level of activity to increase in the forthcoming year due to the demand and need for new housing.  As a result the directors remain optimistic about the Group's future.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption are as follows: 


2024
2023

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
88.15
74.29

Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
16.54
12.43

Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
644,350
641,305

Kwh energy consumed per £m of turnover       86.55                  89.01

Matters covered in the Group Strategic Report

The following disclosures as required by S414C(11) have been elevated to the Strategic report:
- Principal risks and uncertainties;
- Key performance indicators;
- Other key performance indicators
- Engagement with suppliers, customers and others. 

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

Following 30 June 2024, TBS Cladding Solutions Ltd a, a subsidairy within the Group, acquired the entire issued share capital of Kayser (UK) Limited. This event has no impact on the recognition or measurement of assets and liabilities as at 30 June 2024.

Page 5

 
TBS Group Holdings Ltd
 
 
Directors' Report (continued)
For the Year Ended 30 June 2024

Auditor

The auditor, Dains Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 28 March 2025 and signed on its behalf.
 





___________________________
S Sirianni
Director

Page 6

 
TBS Group Holdings Ltd
 
 
Independent Auditor's Report to the Members of TBS Group Holdings Ltd

Opinion


We have audited the financial statements of TBS Group Holdings Ltd (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 Balance Sheet, the Company Balance Sheet, 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 Auditor's 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

 
TBS Group Holdings Ltd
 
 
Independent Auditor's Report to the Members of TBS Group Holdings Ltd (continued)

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 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 8

 
TBS Group Holdings Ltd
 
 
Independent Auditor's Report to the Members of TBS Group Holdings Ltd (continued)

Auditor's responsibilities for the audit of the financial statements
 

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

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 senior statutory auditor 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 discussions with directors and other management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the financial reporting legislation, Companies Act 2006, taxation legislation, anti-bribery, employment, and environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
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 as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.

Page 9

 
TBS Group Holdings Ltd
 
 
Independent Auditor's Report to the Members of TBS Group Holdings Ltd (continued)


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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 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 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.





Julian Townsend FCA FCCA (Senior Statutory Auditor)
  
for and on behalf of
Dains Audit Limited
 
Statutory Auditor
Chartered Accountants
  
Birmingham

28 March 2025
Page 10

 
TBS Group Holdings Ltd
 
 
Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2024

2024
2023
Note
£
£

  

Turnover
 4 
55,770,892
57,086,911

Cost of sales
  
(41,864,406)
(41,137,534)

Gross profit
  
13,906,486
15,949,377

Administrative expenses
  
(8,283,964)
(7,349,667)

Other operating income
 5 
48,750
-

Operating profit
 6 
5,671,272
8,599,710

Interest receivable and similar income
 10 
39,928
1,277

Interest payable and similar expenses
 11 
(12,424)
(6,131)

Profit before taxation
  
5,698,776
8,594,856

Tax on profit
 12 
(1,449,095)
(1,678,746)

Profit for the financial year
  
4,249,681
6,916,110

Profit for the year attributable to:
  

Non-controlling interests
  
342,936
210,733

Owners of the parent Company
  
3,906,745
6,705,377

  
4,249,681
6,916,110

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 21 to 46 form part of these financial statements.

Page 11

 
TBS Group Holdings Ltd
Registered number:11231415

Consolidated Balance Sheet
As at 30 June 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
222,506
253,044

Tangible assets
 14 
5,647,189
2,654,364

  
5,869,695
2,907,408

Current assets
  

Stocks
 16 
9,777,014
11,088,880

Debtors: amounts falling due within one year
 17 
13,964,324
12,763,378

Cash at bank and in hand
 18 
5,876,010
5,534,463

  
29,617,348
29,386,721

Creditors: amounts falling due within one year
 19 
(10,015,573)
(9,784,893)

Net current assets
  
 
 
19,601,775
 
 
19,601,828

Total assets less current liabilities
  
25,471,470
22,509,236

Creditors: amounts falling due after more than one year
 20 
(210,398)
(153,382)

Provisions for liabilities
  

Deferred taxation
 24 
(264,000)
(101,000)

Net assets
  
24,997,072
22,254,854


Capital and reserves
  

Called up share capital 
 25 
2,000
2,000

Merger reserve
 26 
6,555,586
6,555,586

Profit and loss account
 26 
18,057,357
15,656,198

Equity attributable to owners of the parent Company
  
24,614,943
22,213,784

Non-controlling interests
  
382,129
41,070

  
24,997,072
22,254,854


Page 12

 
TBS Group Holdings Ltd
Registered number:11231415
    
Consolidated Balance Sheet (continued)
As at 30 June 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 March 2025.


___________________________
S Sirianni
Director

The notes on pages 21 to 46 form part of these financial statements.

Page 13

 
TBS Group Holdings Ltd
Registered number:11231415

Company Balance Sheet
As at 30 June 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
5,650
-

Tangible assets
 14 
4,282,556
1,516,207

Investments
 15 
3,715,075
3,715,075

  
8,003,281
5,231,282

Current assets
  

Debtors: amounts falling due within one year
 17 
873,127
722,866

Cash at bank and in hand
 18 
2,196,528
3,278,361

  
3,069,655
4,001,227

Creditors: amounts falling due within one year
  
(65,559)
(12,393)

Net current assets
  
 
 
3,004,096
 
 
3,988,834

Total assets less current liabilities
  
11,007,377
9,220,116

Provisions for liabilities
  

Deferred taxation
 24 
(52,000)
(17,000)

Net assets
  
10,955,377
9,203,116


Capital and reserves
  

Called up share capital 
 25 
2,000
2,000

Profit and loss account brought forward
  
9,201,116
7,908,481

Profit for the year
  
3,203,542
3,037,759

Other changes in the profit and loss account

  

(1,451,281)
(1,745,124)

Profit and loss account carried forward
  
10,953,377
9,201,116

  
10,955,377
9,203,116


Page 14

 
TBS Group Holdings Ltd
Registered number:11231415
    
Company Balance Sheet (continued)
As at 30 June 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 March 2025.


___________________________
S Sirianni
Director

The notes on pages 21 to 46 form part of these financial statements.

Page 15

 
TBS Group Holdings Ltd
 

Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2024


Called up share capital
Other reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£
£


At 1 July 2022
2,000
6,555,586
10,707,198
17,264,784
(155,514)
17,109,270



Profit for the year
-
-
6,705,377
6,705,377
210,733
6,916,110

Other reserve adjustment
-
-
(11,253)
(11,253)
11,253
-

Equity dividends paid
-
-
(1,745,124)
(1,745,124)
(25,402)
(1,770,526)



At 1 July 2023
2,000
6,555,586
15,656,198
22,213,784
41,070
22,254,854



Profit for the year
-
-
3,906,745
3,906,745
342,936
4,249,681

Other reserve adjustment
-
-
(54,305)
(54,305)
54,305
-

Equity dividends paid
-
-
(1,451,281)
(1,451,281)
(56,182)
(1,507,463)


At 30 June 2024
2,000
6,555,586
18,057,357
24,614,943
382,129
24,997,072


The notes on pages 21 to 46 form part of these financial statements.

Page 16

 
TBS Group Holdings Ltd
 

Company Statement of Changes in Equity
For the Year Ended 30 June 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2022
2,000
7,908,481
7,910,481


Comprehensive income for the year

Profit for the year
-
3,037,759
3,037,759

Equity dividends paid
-
(1,745,124)
(1,745,124)



At 1 July 2023
2,000
9,201,116
9,203,116


Comprehensive income for the year

Profit for the year
-
3,203,542
3,203,542

Equity dividends paid
-
(1,451,281)
(1,451,281)


At 30 June 2024
2,000
10,953,377
10,955,377


The notes on pages 21 to 46 form part of these financial statements.

Page 17

 
TBS Group Holdings Ltd
 

Consolidated Statement of Cash Flows
For the Year Ended 30 June 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
4,249,681
6,916,110

Adjustments for:

Amortisation of intangible assets
60,290
54,575

Depreciation of tangible assets
439,934
346,975

Loss on disposal of tangible assets
(535)
(6,953)

Interest paid
12,424
6,131

Interest received
(39,928)
(1,277)

Taxation charge
1,449,095
1,678,746

Decrease/(increase) in stocks
1,311,866
(4,970,403)

(Increase) in debtors
(959,332)
(2,717,848)

Increase in creditors
223,338
1,639,432

Corporation tax (paid)
(1,534,024)
(1,566,606)

Net cash generated from operating activities

5,212,809
1,378,882


Cash flows from investing activities

Purchase of intangible fixed assets
(29,752)
(72,700)

Purchase of tangible fixed assets
(3,295,174)
(792,772)

Sale of tangible fixed assets
3,300
12,175

Interest received
39,928
1,277

Net cash from investing activities

(3,281,698)
(852,020)
Page 18

 
TBS Group Holdings Ltd
 

Consolidated Statement of Cash Flows (continued)
For the Year Ended 30 June 2024


2024
2023

£
£



Cash flows from financing activities

Repayment of loans
(9,965)
(10,000)

Repayment of/new finance leases
(59,712)
(63,635)

Dividends paid
(1,451,281)
(1,745,124)

Interest paid
(12,424)
(6,131)

Dividends paid to non-controlling interests
(56,182)
(25,401)

Net cash used in financing activities
(1,589,564)
(1,850,291)

Net increase/(decrease) in cash and cash equivalents
341,547
(1,323,429)

Cash and cash equivalents at beginning of year
5,534,463
6,857,892

Cash and cash equivalents at the end of year
5,876,010
5,534,463


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
5,876,010
5,534,463


The notes on pages 21 to 46 form part of these financial statements.

Page 19

 
TBS Group Holdings Ltd
 

Consolidated Analysis of Net Debt
For the Year Ended 30 June 2024






At 1 July 2023
Cash flows
New finance leases
Other non-cash changes
At 30 June 2024
£

£

£

£

£

Cash at bank and in hand

5,534,463

341,547

-

-

5,876,010

Debt due after 1 year

(20,752)

-

-

11,112

(9,640)

Debt due within 1 year

(10,915)

9,965

-

(11,112)

(12,062)

Finance leases

(180,039)

59,712

(140,350)

-

(260,677)


5,322,757
411,224
(140,350)
-
5,593,631

The notes on pages 21 to 46 form part of these financial statements.

Page 20

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

1.


General information

TBS Group Holdings Ltd is a private company limited by shares, incorporated in the United Kingdom under the Companies Act and registered in England and Wales.
The registered number and address of the registered office are given on the Company Information page.
The principal activity of the Company is that of a holding company. The principal activity of the Group is that of the wholesale and supply of bricks, roofing tiles and solar panel units for private dwellings, electrical wholesale and the manufacture and distribution of brick cladding

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 judgement 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 Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

 
2.3

Going concern

The trading performance for the group has been strong and therefore this has translated to the group having strong cash balances. Having produced cashflow forecasts and projections taking account of reasonably possible changes in trading performance, the directors believe that the company should be able to operate within these facilities. As such the directors consider that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

Page 21

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

2.Accounting policies (continued)

 
2.4

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.

 
2.5

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.

 The estimated useful lives range as follows:

Website development and software
-
3-5 years
Trademarks
-
3 years
Goodwill
-
10 years

Page 22

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

2.Accounting policies (continued)

 
2.6

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method and reducing balance methods.

Depreciation is provided on the following basis:

Freehold property and improvements
-
2% reducing balance
Plant and machinery
-
20% & 25% reducing balance
Motor vehicles
-
20% & 25% reducing balance
Fixtures, fittings and equipment
-
20% & 25% reducing balance
Computer equipment
-
33% reducing balance and straight line

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.

The freehold property held by the Company is occupied by other group members.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

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 & weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 23

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

2.Accounting policies (continued)

 
2.9

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.

 
2.10

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.

 
2.11

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.

 
2.12

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.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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, 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.


 
Page 24

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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

Financial assets are assessed for indicators of impairment at each reporting date.

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.

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 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.
 
Page 25

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

2.Accounting policies (continued)


2.12
Financial instruments (continued)


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 26

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

2.Accounting policies (continued)

 
2.13

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP. The financial statements are presented in pounds sterling.

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'.

 
2.14

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.

 
2.15

Dividends

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

 
2.16

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.

Page 27

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

2.Accounting policies (continued)

 
2.17

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.18

Interest income

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

 
2.19

Borrowing costs

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

 
2.20

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.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 28

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

2.Accounting policies (continued)

 
2.21

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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 29

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements have had the most significant effect on amounts recognised in the financial statements.
Goodwill and intangible assets
The Group establishes a reliable estimate of the useful life of goodwill and intangible assets arising on business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.
Rebates and retrospective discounts
The group provided and received retrospective discounts and directors have reviewed the likely discounts attributable for the year based on estimated amounts of trading activity and concluded they are reasonable and adequate.
Depreciation and tangible assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual values consider such things as future market conditions, the remaining life of the asset and projected disposal values.
I
mpairment of investments
Investments in subsidiaries are valued at cost and reviewed for impairment on an annual basis. The estimate is based on the performance of the subsidiaries together with the expected future cash inflows to review whether the investment is impaired.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the Group.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
55,580,832
57,016,739

Rest of Europe
190,060
70,172

55,770,892
57,086,911


Page 30

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

5.


Other operating income

2024
2023
£
£

Net rents receivable
48,750
-

48,750
-



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
439,934
346,975

Amortisation of intangible assets
60,290
54,578

Exchange differences
12,626
(25,974)

Operating lease rentals - land and buildings
437,368
421,887

Operating lease rentals - motor vehicle leasing
427,262
272,092


7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2024
2023
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
57,875
53,600

Fees payable to the Company's auditor and its associates in respect of:

Taxation compliance services
11,000
10,000

Page 31

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

8.


Employees

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


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


Wages and salaries
4,042,250
3,700,823
-
-

Social security costs
272,501
396,067
-
-

Cost of defined contribution scheme
351,200
135,199
-
-

4,665,951
4,232,089
-
-


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Selling and distribution
74
58
4
4



Administrator
32
32
-
-

106
90
4
4


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
170,436
169,292

Group contributions to defined contribution pension schemes
44,721
4,300

215,157
173,592


During the year retirement benefits were accruing to 4 directors (2023 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £64,328 (2023 - £60,150).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,522 (2023 - £3,522).

Page 32

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

10.


Interest receivable

2024
2023
£
£


Other interest receivable
39,928
1,277


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
12,424
6,131


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,285,886
1,674,463

Adjustments in respect of previous periods
209
9,283

1,286,095
1,683,746

Deferred tax


Origination and reversal of timing differences
163,000
(5,000)

Total deferred tax
163,000
(5,000)


Tax on profit
1,449,095
1,678,746
Page 33

 
TBS Group Holdings Ltd
 
 
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 higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 20.5%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
5,698,776
8,594,856


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%)
1,424,694
1,761,945

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
62,307
34,593

Capital allowances for year in excess of depreciation
14,147
5,312

Income not taxable for tax purposes
(4,838)
5,471

Adjustments to tax charge in respect of prior periods
209
9,283

Remeasurement of deferred tax for changes in tax rates
-
29,195

Deferred tax not recognised
(47,424)
(167,053)

Total tax charge for the year
1,449,095
1,678,746


Factors that may affect future tax charges

From 1 April 2023, the corporation tax rate increased from 19% to 25% on profits over £250,000. The rate for small profits under £50,000 remains at 19%. When a company's profits fall between £50,000 and £250,000, the lower and upper limits, it will be able to claim an amount of marginal relief providing a gradual increase in corporation tax rate.
The deferred taxes have been remeasured using the rates expected to apply in the reporting periods when the timing differences reverse.
The Group has tax losses arising in the UK of £Nil (2023: £568,084) that are available indefinitely for offset against future taxable profits of those companies in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group.

Page 34

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

13.


Intangible assets

Group





Website development and software
Trademarks
Goodwill
Total

£
£
£
£



Cost


At 1 July 2023
191,227
940
290,664
482,831


Additions
26,335
3,417
-
29,752



At 30 June 2024

217,562
4,357
290,664
512,583



Amortisation


At 1 July 2023
79,640
940
149,207
229,787


Charge for the year on owned assets
30,845
376
29,069
60,290



At 30 June 2024

110,485
1,316
178,276
290,077



Net book value



At 30 June 2024
107,077
3,041
112,388
222,506



At 30 June 2023
111,587
-
141,457
253,044



Page 35

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024
 
           13.Intangible assets (continued)

Company




Computer software

£



Cost


Additions
5,650



At 30 June 2024

5,650






Net book value



At 30 June 2024
5,650



At 30 June 2023
-

Page 36

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

14.


Tangible fixed assets

Group






Freehold property & Property improvements
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 July 2023
1,949,884
454,977
702,099
698,795
144,820
3,950,575


Additions
2,817,601
51,270
402,776
152,958
10,919
3,435,524


Disposals
-
(5,850)
-
(23,193)
-
(29,043)



At 30 June 2024

4,767,485
500,397
1,104,875
828,560
155,739
7,357,056



Depreciation


At 1 July 2023
213,213
252,779
253,576
457,481
119,162
1,296,211


Charge for the year on owned assets
54,544
62,523
86,496
155,574
11,658
370,795


Charge for the year on financed assets
-
-
69,139
-
-
69,139


Disposals
-
(3,085)
-
(23,193)
-
(26,278)



At 30 June 2024

267,757
312,217
409,211
589,862
130,820
1,709,867



Net book value



At 30 June 2024
4,499,728
188,180
695,664
238,698
24,919
5,647,189



At 30 June 2023
1,736,671
202,198
448,523
241,314
25,658
2,654,364

Page 37

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

           14.Tangible fixed assets (continued)

Included within freehold property and improvements are assets with a net book value of £4,282,556 (2023 - £1,516,207) which are rented to group undertakings. The Company has chosen to account for these properties at historical cost less depreciation and impairment
The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£


Motor vehicles
248,440
200,274


Company






Freehold property & property improvements

£

Cost or valuation


At 1 July 2023
1,582,964


Additions
2,810,982



At 30 June 2024

4,393,946



Depreciation


At 1 July 2023
66,757


Charge for the year on owned assets
44,633



At 30 June 2024

111,390



Net book value



At 30 June 2024
4,282,556



At 30 June 2023
1,516,207






Page 38

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2023
3,715,075



At 30 June 2024
3,715,075





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Traditional Brick & Stone Ltd
England and Wales
Ordinary
100%
TBS Specialist Products Ltd
England and Wales
Ordinary
75%
TBS Cladding Solutions Ltd
England and Wales
Ordinary
90%
Central Electrical Distributors Ltd
England and Wales
Ordinary
75%


16.


Stocks

Group
Group
2024
2023
£
£

Finished goods and goods for resale
9,777,014
11,088,880


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

Page 39

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

17.


Debtors

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

Trade debtors
12,935,354
12,308,702
-
-

Amounts owed by group undertakings
-
-
890,244
737,081

Other debtors
665,881
186,150
(37,967)
(33,450)

Called up share capital not paid
3,140
3,140
1,950
1,950

Prepayments and accrued income
359,949
257,911
18,900
17,285

Tax recoverable
-
7,475
-
-

13,964,324
12,763,378
873,127
722,866



18.


Cash and cash equivalents

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

Cash at bank and in hand
5,876,010
5,534,463
2,196,528
3,278,361



19.


Creditors: Amounts falling due within one year

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

Bank loans
12,062
10,915
-
-

Trade creditors
7,236,228
7,702,839
4,007
4,007

Corporation tax
-
6,315
-
-

Other taxation and social security
1,327,042
1,337,104
52,322
-

Obligations under finance lease and hire purchase contracts
59,919
47,409
-
-

Other creditors
41,401
44,949
590
590

Accruals and deferred income
1,338,921
635,362
8,640
7,796

10,015,573
9,784,893
65,559
12,393


Page 40

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

20.


Creditors: Amounts falling due after more than one year

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

Bank loans
9,640
20,752
-
-

Net obligations under finance leases and hire purchase contracts
200,758
132,630
-
-

210,398
153,382
-
-


The bank loan and overdrafts and are secured by a fixed and floating charge over the subsidiaries assets to which they relate to and a charge over the book debts.
Obligations under finance lease and hire purchase contracts are secured against the asset to which they relate to.
The bank loan comprises a government Bounce Back Loan which is being repaid in 72 monthly installments. Interest of 2.5% is payable on the outstanding principal amount of the loan and applicable until the final repayment date.


21.


Loans

Analysis of the maturity of loans is given below:


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

Amounts falling due within one year

Bank loans
12,062
10,915
-
-

Amounts falling due 1-2 years

Bank loans
9,640
11,112
-
-

Amounts falling due 2-5 years

Bank loans
-
9,640
-
-

21,702
31,667
-
-


Page 41

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
59,919
47,409

Between 1-5 years
200,758
132,630

260,677
180,039


23.


Financial instruments

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

Financial assets

Financial assets measured at undiscounted amounts receivable
18,814,504
17,846,305
3,088,722
4,017,392


Financial liabilities

Financial liabilities measured at undiscounted amounts payable
(8,616,550)
(8,382,490)
(13,237)
(12,393)

Financial liabilities measured at amortised cost
(282,379)
(211,706)
-
-

(8,898,929)
(8,594,196)
(13,237)
(12,393)


Financial assets measured at undiscounted amounts receivable comprise cash at bank, trade and other debtors, unpaid share capital and for the company disclosure amounts owed by group undertakings


Financial liabilities measured at undiscounted amounts payable comprise trade and other creditors and accruals  for the company disclosure amounts owed to group undertakings.


Financial liabilities measured at amortised cost comprise bank loans, overdrafts and obligations under hire purchase agreements.

Page 42

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

24.


Deferred taxation


Group



2024
2023


£

£



At beginning of year
(101,000)
(106,000)


Charged to profit or loss
(163,000)
5,000



At end of year
(264,000)
(101,000)

Company


2024
2023


£

£



At beginning of year
(17,000)
(27,000)


Charged to profit or loss
(35,000)
10,000



At end of year
(52,000)
(17,000)

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

Accelerated capital allowances
(267,000)
(200,000)
(52,000)
(17,000)

Tax losses carried forward
-
97,000
-
-

Short term timing differences
3,000
2,000
-
-

(264,000)
(101,000)
(52,000)
(17,000)

Page 43

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



800 (2023 - 800) A Ordinary shares of £1.00 each
800
800
100 (2023 - 100) B Ordinary shares of £1.00 each
100
100
100 (2023 - 100) C Ordinary shares of £1.00 each
100
100
900 (2023 - 900) E Ordinary shares of £1.00 each
900
900
100 (2023 - 100) F Ordinary shares of £1.00 each
100
100

2,000

2,000

All shares rank pari passu in all aspects.



26.


Reserves

Other reserves

The other reserve is comprised of the difference between the nominal value of the shares issued less the carrying value of assets acquired in connection with the business combination. For consolidation purposes, other reserve movements comprise of adjustments between controlling and non-controlling interests to reflect value transfering between group parties.

Profit and loss account

The profit and loss reserve is comprised of cumulative profits and losses to date, net of dividends paid and other adjustments.


27.


Contingent liabilities

At the balance sheet date, a subsidiary company has given a guarantee in respect of certain lease agreements with another fellow subsidiary of the group. The outstanding commitments covered by this guarantee amount to
£509,000.


28.


Pension commitments

The Group operates 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 £200,570 (2023 - £135,199). Contributions totaling £23,791 (2023 - £20,518) were payable to the fund at the balance sheet date.

Page 44

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

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
2023
2023
£
£

Others

Not later than 1 year
180,273
108,078

Later than 1 year and not later than 5 years
257,360
88,559

437,633
196,637

Group
Group
2024
2023
£
£

Land and buildings

Not later than 1 year
343,250
246,000

Later than 1 year and not later than 5 years
801,000
239,000

1,144,250
485,000


30.


Transactions with directors

During the year, the Company sold currency to the Directors. The total value of currency sold amounted to £35,785 (2023: £94,864). There were no outstanding balances with the Directors at the balance sheet date.


31.


Related party transactions

The Group has taken advantage of the exemption conferred by section 33 of Financial Reporting Standard 102 not to disclose transactions between the parent and wholly owned subsidiaries.
During the year the Group entered into transactions, in the ordinary course of business, with other group companies, not wholly owned. Transactions entered into, and trading balances outstanding at 30 June are as follows:
During the year, sales were made between group companies of £1,279,341 (2023: £1,024,670) and purchases between the, companies of £609,805 (2023: £478,865). The group charged the companies £118,805 (2023: £93,000) for management services, recharged the companies £177,000 (2023: £45,561) and rents of £37,500 (2023: £30,000) during the year. At the balance sheet date, amounts owed between the companies within the group were £6,127,293 (2023: £5,524,682).

Page 45

 
TBS Group Holdings Ltd
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2024

32.


Post balance sheet events

Following 30 June 2024, TBS Cladding Solutions Ltd acquired the entire issued share capital of Kayser (UK) Limited. The purchase consideration was financed through a loan received from its parent company, TBS Group Holdings Ltd. This event has no impact on the recognition or measurement of assets and liabilities as at 30 June 2024.


33.


Controlling party

At 30 June 2024,  the Directors considered there to be no ultimate controlling party.

 
Page 46