The directors present their strategic report and financial statements in respect of J. & D. Wilkie (Holding Company) Limited ("the company") for the year ended 30 June 2024. The company is part of the Wilkie Technical Textiles (Holding Company) Limited group, so any references to "group" represent the wider corporate family the company belongs to and operates within.
Principal activity and fair review of the business
The company has acted as a holding company and has incurred administration expenses and management fee income associated with this. There were no dividends received from wholly owned subsidiaries. The company reported a profit before tax of £10.8k (2023: loss before tax of £22.9k). The net assets at 30 June 2024 were £5.7m (2023: £5.7m).
Group operations
Given the nature of the company's activities, the directors are of the opinion that further analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.
Inflation
We continue to monitor the energy market as this continues to be a major driver of uncertainty for the group business, both in terms of our operations, but also those of our suppliers, customers and the impact of energy prices on our employees.
Labour costs continue to increase at rates beyond CPI in the UK. We continue to review pay and conditions to ensure the balance between business needs and those of our employees are protected.
Carbon Neutrality
A key element of our Carbon Neutral sustainability strategy will be realised with the acquisition and move to the new site at Michelin Scotland Innovation Parc for the UK business.
We are actively engaged in several national R&D projects related to sustainable textiles and recycling technologies in the UK.
The move to carbon neutrality is becoming a larger area of focus for the subsidiaries of the company, with polymers being the starting point of most raw materials. The subsidiaries are actively engaging in opportunities to reduce their direct carbon footprint. A significant portion of the products manufactured by Wilkie play a key role in reducing pollutants entering the air and the subsidiaries are actively involved within the industry in seeking greener alternatives within the supply chain.
The company acts as an intermediary holding company and does not trade. All transactions are therefore intercompany in nature. The company’s parent company will make funds available as and when required and intercompany loans due to other subsidiaries will not be recalled to this effect, where it would call into question the company's going concern status.
The company acts as an intermediary holding company and does not trade. The principal risks relate to the carrying value of its investment in subsidiaries and the performance of those subsidiaries. The company seeks to manage this risk through oversight and involvement with the subsidiaries management teams.
Future developments
The company will continue as an intermediate holding company and no change in activity is envisaged by the directors.
Section 172 (1) Companies Act 2006
The directors are aware of their duty under s.172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the company and its subsidiaries (collectively known as "the group") for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) 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 relationships with suppliers, customers and others;
The impact of the group’s operations on the community and the environment; and
The desirability of the group maintaining a reputation for high standards of business conduct.
The directors work to promote the success of the group, by considering the impact that their decisions may have on the group, along with the group’s stakeholders. The issues and factors which have guided the directors’ decisions are outlined in the ‘review of business’ and the ‘principal risks and uncertainties’ sections within this report.
Reputation is of key importance to the group and the directors always consider the reputational impact in taking decisions and encourage high standards of business conduct.
The group’s key stakeholders include, but are not limited to:
Employees;
Customers;
Suppliers;
Local communities and environment in which the group is based; and
Shareholders.
The directors of the group promote good governance, which is key to drive the success of the group. The directors also aim to achieve the overall strategic objectives of the group, as well as continuing good relationships with all key stakeholders who are critical to the long-term success of the group. Opportunities for further professional and career development are on offer for employees through relevant training courses and qualifications.
Having regard to employees’ interests
The directors attach great importance to the skills and experience of the management and employees of the group. Their aim is to retain the best talent and believes that they will benefit from the opportunities within the group.
The directors are committed to consulting, as appropriate, with relevant employees and employee representatives on a regular basis and has worked hard to ensure effective communication with all employees during the year.
The group has a number of initiatives including a commitment to create a working environment where everyone has the opportunity to learn, develop and contribute to the success of the group, whilst working within a common set of values. Regular updates on business performance KPIs through various channels are provided and an element of employee reward is linked to the financial success of the group, amongst other appraisal criteria. Appropriate whistleblowing procedure are available that employees are comfortable using.
Fostering business relationships
The group aims to be to the first choice for customers’ needs, enabling them to enjoy the full value of their relationship with the business. The group builds long term customer relationships by providing unrivalled levels of service and an offering which is unmatched in its flexibility. We maintain strong relationships across our supply chain through regular contact and meetings with our suppliers. We encourage our customers and suppliers to raise any issues or concerns they have over their relationship with the group, incorporating all aspects (legal, commercial, operational etc.) and offering dedicated points of contact within our team to promote the building of long-term business relationships.
These relationships contribute to the group’s competitive advantage. They not only enable us to execute our strategy efficiently, but also help customers and suppliers plan their business, managing cash flow and production. The group also engages actively with suppliers to make sure they fully comply with our code of conduct for suppliers and partners, which includes provisions on human rights and environmental standards.
Impact on community and environment
The group values the communities in which it operates, and its aim is for its business activities to have a positive impact on them.
The group will continue to promote green technology and initiatives to protect our environment, as well as being a contributor to the economies it operates in. We continue to seek to reduce the environmental impact of our business. The business is committed to delivering a corporate social responsibility strategy that sets the overall aim to be environmentally responsible, a good neighbour and a great place to work.
Shareholders
The shareholders actively work within the business in order to support strategic aims and ultimately provide a sustainable business for the benefit of all stakeholders.
Maintaining high standards of business conduct
The directors are committed to operating the group in a responsible manner, operating with high standards of business conduct and good governance.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 June 2024.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The results for the year are set out on page 10.
Ordinary interim dividends were paid amounting to £nil (2023 - £nil). The directors do not recommend payment of a further dividend (2023: £nil).
On 10 January 2025, the group publicly announced its intention to acquire a majority shareholding in the Michelin Scotland Innovation Parc (MSIP), Dundee. While the exact details of the acquisition are still to be finalised at the time of authorising these financial statements, the announcement highlights the group's strategic plans for growth. Additionally, the acquisition is expected to result in the relocation of its operations from the group's current base in Kirriemuir to Dundee.
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Streamlined Energy and Carbon Report (SECR)
The company is an investment holding company for a number of subsidiaries (collectively known as “the group”) with no active trade or employees. Although the group qualifies as large and as such is potentially required to disclose SECR, none of its subsidiaries are required to make their own SECR disclosures, either because they do not meet the individual size criteria or are non-UK based subsidiaries. The company’s energy use was less than 40,000 kwh during the year. As such, the group is exempt from reporting on energy and carbon.
Employee involvement and engagement
The group's policy is to consult and discuss with employees, through relevant unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
An element of employee reward is linked to the financial success of the group, amongst other appraisal criteria as a means of further encouraging the involvement of employees in the group's performance.
Further information on employee engagement is provided within the strategic report under section 172 (1) of the Companies Act 2006 and it forms part of this report through cross-reference.
Strategic report
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Group'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 future developments, financial risk management and engagement with suppliers, customers and others.
We have audited the financial statements of J. & D. Wilkie (Holding Company) Limited ('the company') for the year ended 30 June 2024 which comprise the statement of comprehensive income, balance sheet, statement of changes in equity 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).
Basis for 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 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:
Management override of controls
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries during the year and subsequent to the balance sheet date and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgments made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
Use of our report
This report is made solely to the company's member 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 member 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 member for our audit work, for this report, or for the opinions we have formed.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
J. & D. Wilkie (Holding Company) Limited is a private company limited by shares incorporated in Scotland. The registered office is Marywell Works, Marywell Brae, Kirriemuir, DD8 4BJ.
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 pound (£).
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:
The requirement of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17(d); and
The requirement of Section 33 Related Party Disclosures paragraph 33.7.
The financial statements of the company are consolidated in the financial statements of Wilkie Technical Textiles (Holding Company) Limited. These consolidated financial statements are available from Companies House, 4th Floor, Edinburgh Quay 2, 139 Fountainbridge, Edinburgh, EH3 9FF.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.
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 company after deducting all of its liabilities.
Basic financial liabilities, including creditors, 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.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company 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 company.
In the application of the company’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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Management have considered the carrying value of investments at 30 June 2024 (note 7) and, taking into account the net assets and profitability of the underlying entities, have judged that there are no indicators of impairment at the balance sheet date. A full impairment review has not therefore been considered necessary.
An analysis of the company's income is as follows:
The company has no employees other than the directors. The remuneration for the directors is paid from one of the subsidiary undertakings.
The actual charge 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:
Details of the company's subsidiaries at 30 June 2024 are as follows:
Amounts owed by group undertakings are interest free and repayable on demand.
Amounts due to group undertakings are interest free and repayable on demand.
Ordinary shares have full rights in the company with respect to voting, dividends and distributions.
The capital redemption reserve is a non-distributable reserve and represents redeemed share capital.
The profit and loss reserve account represents the accumulated comprehensive income for the period and prior periods, less distributions.
The company has a cross guarantee in place covering the bank borrowings of other group companies. The potential liability to the company at 30 June 2024 was £7,901,625 (2023 - £8,068,077).
On 10 January 2025, the group publicly announced its intention to acquire a majority shareholding in the Michelin Scotland Innovation Parc (MSIP), Dundee. While the exact details of the acquisition are still to be finalised at the time of authorising these financial statements, the announcement highlights the group's strategic plans for growth. Additionally, the acquisition is expected to result in the relocation of its operations from the group's current base in Kirriemuir to Dundee.
The company has taken advantage of the exemption within FRS 102 Section 33 paragraph 33.1A from the requirement to disclose transactions with other wholly owned companies in the same group.