|
Basis of 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
|
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
|
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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The other information comprises the information included in the report and financial statements, other than the financial statements and our auditor's report thereon. The director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. |
We have nothing to report in this regard. |
|
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
● |
the information given in the 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. |
|
Matters on which we are required to report by exception |
|
|
Investments |
|
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
|
|
Stocks |
|
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. |
|
|
Debtors |
|
Trade and other debtors 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. |
|
|
Creditors |
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
|
|
Impairment of fixed Assets |
|
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. |
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
|
|
Provisions |
|
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
|
|
Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
|
|
Going concern |
|
The director is required to consider the company's going concern status on an ongoing basis and at the time of approving and signing off the financial statements, considering a period of no less than 12 months from the date of approval. At 31 July 2024, the company had net current assets of £8,775,946 (2023: £8,775,685) and a net profit after tax of £261 (2023: Loss £141,985). The financial statements have been prepared on a going concern basis. As part of the going concern assessment, the director has carefully reviewed the forecasts and considered the company's ability to raise additional funds and consequently reduce its debt profile. The director is satisfied that appropriate enquiries have been made, all available information has been considered, and the company's current and forecast trading situation has been assessed in the going concern assessment. As a result, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the director has continued to adopt the going concern basis in preparing the financial statements. |
|
|
Leases |
|
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. |
|
|
Pensions |
|
Contributions to defined contribution plans are expensed in the period to which they relate. |
|
|
Basis of consolidation |
|
The consolidated financial statements incorporate those of Fleetmill Holdings Ltd and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. All financial statements are made up to 31 July 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
|
Financial instruments |
|
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. Financial instruments are recognised when the group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
|
Basic financial assets |
|
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
|
Impairment of financial assets |
|
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
|
Derecognition of financial assets |
|
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the 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. |
|
Classification of financial liabilities |
|
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payment ts 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. A m ounts 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. |
|
|
Derecognition of financial liabilities |
|
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled. |
|
2 |
Critical judgments in applying the Company's accounting policies |
|
|
In the application of the group’s accounting policies, the director is required to make judgments, 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 recognized 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 critical judgments that the director has made in the process of applying the group's accounting policies that have the most significant effect on the amounts recognized in the statutory financial statements are discussed below: |
|
Assessing indicators of impairment |
|
In assessing whether there have been any indicators of impairment of assets, the director has considered both external and internal sources of information such as market conditions, counterparty credit ratings, and experience of recoverability. There have been no indicators of impairment identified during the current financial year. |
|
3 |
Analysis of turnover |
2024 |
|
2023 |
£ |
£ |
|
|
Sale of goods |
24,305,503 |
|
22,298,011 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
UK |
8,618,496 |
|
8,646,263 |
|
Europe |
2,142,187 |
|
1,646,119 |
|
Rest of world |
13,544,820 |
|
12,005,629 |
|
|
|
|
|
|
24,305,503 |
|
22,298,011 |
|
|
|
|
|
|
|
|
|
|
4 |
Operating profit |
2024 |
|
2023 |
£ |
£ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
23,959 |
|
12,861 |
|
Auditors' remuneration for audit services |
7,500 |
|
7,000 |
|
|
|
|
|
|
|
|
|
|
5 |
Director's emoluments |
2024 |
|
2023 |
£ |
£ |
|
|
Emoluments |
111,326 |
|
53,600 |
|
|
|
|
|
|
|
|
|
|
6 |
Staff costs |
2024 |
|
2023 |
£ |
£ |
|
|
Wages and salaries |
1,242,914 |
|
1,441,753 |
|
Social security costs |
117,803 |
|
138,383 |
|
Other pension costs |
6,929 |
|
12,148 |
|
|
|
|
|
|
1,367,646 |
|
1,592,284 |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
Number |
Number |
|
|
Administration |
10 |
|
10 |
|
Distribution |
14 |
|
31 |
|
Sales |
8 |
|
8 |
|
|
|
|
|
|
32 |
|
49 |
|
|
|
|
|
|
|
|
|
|
7 |
Interest payable |
2024 |
|
2023 |
£ |
£ |
|
|
Other loans |
28,571 |
|
- |
|
|
|
|
|
|
|
|
|
|
8 |
Individual statement of comprehensive income |
|
|
As permitted by S408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £261 (2023 - £141,984 loss). |
|
|
9 |
Taxation |
2024 |
|
2023 |
£ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
93,974 |
|
94,150 |
|
|
|
|
|
|
|
|
|
|
Deferred tax: |
|
Origination and reversal of timing differences |
32,247 |
|
(12,188) |
|
|
|
|
|
|
|
|
|
|
Adjustment: |
|
R&D tax credit of previous periods |
42,198 |
|
Tax on profit on ordinary activities |
168,419 |
|
81,962 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2024 |
|
2023 |
£ |
£ |
|
Profit on ordinary activities before tax |
437,852 |
|
294,599 |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
25% |
|
21% |
|
£ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
109,463 |
|
61,866 |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
14 |
|
32,284 |
|
Capital allowances for period in excess of depreciation |
(15,242) |
|
- |
|
Trading tax losses |
(261) |
|
- |
|
|
Current tax charge for period |
93,974 |
|
94,150 |
|
|
|
|
|
|
|
|
|
|
10 |
Tangible fixed assets |
|
|
|
|
Land and buildings |
|
Fixtures, fittings, tools and equipment |
|
Total |
|
|
|
|
At cost |
|
At cost |
£ |
£ |
£ |
|
Cost or valuation |
|
At 1 August 2023 |
11,972 |
|
427,185 |
|
439,157 |
|
Additions |
- |
|
85,656 |
|
85,656 |
|
At 31 July 2024 |
11,972 |
|
512,841 |
|
524,813 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 August 2023 |
1,197 |
|
361,092 |
|
362,289 |
|
Charge for the year |
1,197 |
|
22,762 |
|
23,959 |
|
At 31 July 2024 |
2,394 |
|
383,854 |
|
386,248 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 July 2024 |
9,578 |
|
128,987 |
|
138,565 |
|
At 31 July 2023 |
10,775 |
|
66,093 |
|
76,868 |
|
|
|
|
|
|
|
|
|
|
|
11 |
Investments |
Investments in |
subsidiary |
Other |
undertakings |
investments |
Total |
£ |
£ |
£ |
|
Cost |
1,000 |
|
- |
|
1,000 |
|
|
At 31 July 2024 |
1,000 |
|
- |
|
1,000 |
|
|
The company holds 100% share capital of the following companies: |
|
Capital and |
Profit (loss) |
|
Company |
Shares held |
reserves |
for the year |
|
|
Class |
% |
£ |
£ |
|
Fleetmill Ltd |
Ordinary |
100 |
|
3,600,990 |
|
267,172 |
|
|
12 |
Stocks |
2024 |
|
2023 |
£ |
£ |
|
|
Finished goods and goods for resale |
7,238,710 |
|
7,823,573 |
|
|
|
|
|
|
|
|
|
Company |
Company |
Group |
Group |
13 |
Debtors |
2024 |
|
2023 |
|
2024 |
|
2023 |
£ |
£ |
£ |
£ |
|
|
Trade debtors |
- |
|
- |
|
925,529 |
|
1,361,551 |
|
Amounts owed by group undertakings and undertakings in which the company has a participating interest |
8,513,383 |
|
8,737,266 |
|
- |
|
- |
|
Other debtors |
4,231 |
|
- |
|
77,854 |
|
122,406 |
|
Prepayments and accrued income |
- |
|
- |
|
152,393 |
|
176,577 |
|
Amounts due from related parties |
- |
|
- |
|
4,925,489 |
|
2,910,876 |
|
|
8,517,614 |
|
8,737,266 |
|
6,081,265 |
|
4,571,410 |
|
|
|
|
|
|
|
|
|
|
Company |
Company |
Group |
Group |
14 |
Creditors: amounts falling due within one year |
2024 |
|
2023 |
|
2024 |
|
2023 |
£ |
£ |
|
|
Bank loans |
- |
|
- |
|
5,323 |
|
4,980 |
|
Trade creditors |
60 |
|
7,200 |
|
1,928,764 |
|
1,991,426 |
|
Corporation tax |
- |
|
- |
|
93,974 |
|
94,150 |
|
Other taxes and social security costs |
- |
|
- |
|
57,253 |
|
206,801 |
|
Other creditors |
- |
|
- |
|
131,597 |
|
569,151 |
|
Accruals and deferred income |
9,875 |
|
9,751 |
|
9,874 |
|
9,749 |
|
|
9,935 |
|
16,951 |
|
2,226,785 |
|
2,876,257 |
|
|
|
|
|
|
|
|
|
|
15 |
Lease Agreements |
|
|
Minimum lease payments under non-cancellable opreating leases fall due as follows: |
|
|
|
|
|
|
2024 |
|
2023 |
£ |
£ |
|
|
Amounts payable: |
|
Within one year |
587,100 |
|
807,172 |
|
Within two to five years |
2,312,900 |
|
2,176,757 |
|
After five years |
1,671,117 |
|
1,696,717 |
|
|
|
|
|
|
4,571,117 |
|
4,680,646 |
|
|
|
|
|
|
|
|
|
|
|
16 |
Deferred taxation |
2024 |
|
2023 |
£ |
£ |
|
|
Accelerated capital allowances |
32,247 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
£ |
£ |
|
|
At 1 August |
- |
|
12,188 |
|
Charged/(credited) to the profit and loss account |
32,247 |
|
(12,188) |
|
|
At 31 July |
32,247 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
17 |
Share capital |
Nominal |
|
2024 |
|
2024 |
|
2023 |
value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£1 each |
|
2,000 |
|
2,000 |
|
2,000 |
|
|
|
|
|
|
|
|
|
|
18 |
Profit and loss account |
2024 |
|
2023 |
£ |
£ |
|
|
At 1 August |
12,105,198 |
|
11,892,561 |
|
Profit for the financial year |
269,433 |
|
212,637 |
|
|
At 31 July |
12,374,631 |
|
12,105,198 |
|
|
|
|
|
|
|
|
|
|
19 |
Dividends |
2024 |
|
2023 |
£ |
£ |
|
|
Dividends on ordinary shares (note 18) |
- |
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
20 |
Audit exemption |
|
|
Fleetmill Ltd is eligible for exemption from audit under S479 of the Companies Act 2006. The ultimate parent company. Fleetmill Holdings Ltd, has provided necessary guarantees to the subsidiary so that the latter can avail itself of the audit exemption as above. |
|
|
21 |
Related party transactions |
|
|
|
|
|
|
2024 |
|
2023 |
|
£ |
£ |
|
Rachel Trading Company Ltd |
|
Loan due from the related party |
|
|
|
1,626,705 |
|
(89,809) |
|
|
New Control Ltd |
|
Loan due from the related party |
|
|
|
332,446 |
|
472,446 |
|
|
Fleetmill Properties Ltd |
|
Loan due from the related party |
|
|
|
1,976,197 |
|
2,126,197 |
|
|
BHDN LLP |
|
Loan due from the related party |
|
|
|
990,141 |
|
104,769 |
|
|
|
|
|
|
|
4,925,489 |
|
2,613,603 |
22 |
Controlling party |
|
|
The ultimate controlling party was Hossein Rezvani, 50.1% shareholder of the company. |
|
|
23 |
Presentation currency |
|
|
The financial statements are presented in Sterling. |
|
|
24 |
Legal form of entity and country of incorporation |
|
|
Fleetmill Holdings Ltd is a private company limited by shares and incorporated in England. |
|
|
25 |
Principal place of business |
|
|
The address of the company's registered office is: |
|
|
Unit 10b Lyon Way |
|
Greenford |
|
England |
|
UB6 0BN |