Rowlinson Knitwear Limited
Registered number: 01072854
Annual report and
financial statements
For the year ended 30 November 2024
|
ROWLINSON KNITWEAR LIMITED
COMPANY INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROWLINSON KNITWEAR LIMITED
CONTENTS
|
|
|
|
|
|
Independent Auditor's Report
|
|
Statement of Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
|
|
Notes to the Financial Statements
|
|
|
ROWLINSON KNITWEAR LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
The directors present their Strategic Report for the year ending 30 November 2024.
Principal activities
The principal activity of the Company is the provision of customised and customisable clothing, within the United Kingdom.
Principal objectives
The objective of the business is to provide high quality, affordable, ethically made clothing with the fastest service levels to maintain its market leading position. The strategies are to continue to build the highest levels of trust and loyalty with all stakeholders and to selectively extend the product range and serve new markets over time.
Business Review
2024 review
The directors are delighted to report strong results against all KPIs: sales turnover, profit margin, customer and colleague satisfaction. Following a successful Back To School period with excellent stock and service levels, a very strong customer net promoter score of 95 was achieved (2023: 85). Positive colleague satisfaction was +97% (2023: +96%). At the end of 2024, every colleague was rewarded with a share of profits and five extra days of holiday to recognise business performance and excellent customer satisfaction.
2024 saw modest growth for the UK economy and inflation was on a downward trend, though consumer spending behaviours remained cautious amid economic uncertainty. Amidst this backdrop, directors are delighted to report sales growth in the year of 9%, with more than 200,000 extra garments sold than in 2023.
Profit before tax for 2024 is £2.2m (2023: £0.7m). However, the directors consider profit before tax before the fair value movement £0.4m and adjustment of the year end stock valuation to spot rate rather than contract rate at time of purchase (£0.8m) to be the most appropriate measure of underlying business profitability. On this basis, our profit for the year would have been £2.5m on turnover of £21.8m compared with £2.1m on a turnover of £20.0m last year. In the background of challenging economic conditions, this is considered a very strong performance.
The cash position increased by £0.6m during the year, due to cash from operations and strong stock management throughout the year.
|
|
|
|
|
|
|
|
|
|
|
|
Profit margins (before tax and fair value movements)
|
|
|
|
|
|
|
|
- 1 -
|
ROWLINSON KNITWEAR LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
Key Developments
In October 2024, Rowlinson Knitwear Limited purchased the assets and business of Gooddies Limited, an online school uniform retailer. This partnership enables One+All to reach schools in areas where they do not have customer representation and also allows for the growth in the drop-shipment operation.
Rowlinson Knitwear Limited now operates under three distinct brands, each aligned with the Company’s shared core values and dedication to quality and ethics.
One+All - Schoolwear wholesaler
The Making Of - Workwear wholesaler
Gooddies - Schoolwear online retailer
Outlook for 2025
There is economic uncertainty for 2025, both in the UK and globally. The impacts of the changing US economic policies are not yet known, and the war in Ukraine has uncertain outcomes.
The UK Government introduced the Children’s Wellbeing and Schools Bill in early 2025, and a key provision of this bill is to limit the number of branded items that schools can require as part of their uniform policy. This is expected to have an adverse impact on the schoolwear industry, with schoolwear retailers facing a reduction in revenue as schools reduce the number of logoed garments.
Despite this backdrop, the Company is forecasting solid sales and profitability for 2025, with a strong customer forward order book already secured for the year.
Directors continue to adopt a risk averse approach, forward booking USD contracts and building continued inflation and higher interest rates into future plans and strategies.
People and Planet
The Company is focusing on five UN Sustainable Development Goals;
1 - No poverty
4 - Quality education
8 - Decent work and economic growth
12 - Responsible consumption and production
13 - Climate action
The Company joined the Better Cotton Initiative (BCI) in January 2022. By December 2023, 83% of cotton was sourced as Better Cotton (2023: 69%). In 2021, we became a Carbon Literate business to Bronze level, with over 90% of colleagues certified.
The Company has been carbon neutral since 2020, which is calculated including the transport of goods from the port of origin. The Company is Planet Mark certified, and continues to track and seek to reduce its footprint, offsetting all emissions.
The Company has been a certified B Corp member since 2020, achieving an initial score of 107. The B Corp assessment is the highest verified standard of environmental and social performance. Directors were delighted that the July 2024 recertification confirmed a score of 136, an increase in score by 29 points due to strong advances made over the past 3 years.
The Company has been an accredited Living Wage employer since 2018 and became a Living Hours employer in 2022. The Resolve Poverty foundation awarded One+All the “Business resolving Poverty” in October 2024, and in February 2025, Stockport Race Equality awarded One+All the CSR award.
- 2 -
|
ROWLINSON KNITWEAR LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
The Company is controlled by the Rowlinson Knitwear Employee Ownership Trust, and became 100% Employee Owned in December 2020. The trustee directors have responsibilities including the appointment and removal of directors. There is an employee council to represent all parts of the business and all employees. The model of indirect employee ownership is helping to improve employee and customer satisfaction through the values of trust, care and being better.
Principal risks and uncertainties
|
The risks are customer failures and continued pressures on household disposable income, in addition to the political risk of policy changes relating to school uniforms, reducing consumer spending. The business is risk averse and books currencies forward to establish certainty in costs. The Company has disaster recovery procedures and strong succession plans.
This report was approved by the board on 29 April 2025 and signed on its behalf.
- 3 -
|
ROWLINSON KNITWEAR LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
The directors present their report and the financial statements for the year ended 30 November 2024.
Directors' responsibilities statement
|
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £1,629,785 (2023 - £235,331).
Dividends of £233,849 were declared in the year (2023 - £224,444).
The directors who served during the year were:
H E Vukomanovic
- 4 -
|
ROWLINSON KNITWEAR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
Going concern
Despite economic risks and legislation changes in schoolwear, the directors expect continued sales growth going forward based on strong relationships with customers, built on service and trust.
Further detail on the use of the going concern basis of preparation is included within note 2.2.
The Company is developing strategies to help customers to improve their business; by helping to reduce stocks and providing a platform to enhance their online capability.
The Company has developed new products which are designed to win market share with long lasting affordable features supported by faster service levels.
The purchase of the business of Gooddies Limited expands market reach.
The Company is continuing to diversify outside of schoolwear, and the launch of ‘The Making Of’ brand marks an entry into the adult workwear and customised garment market.
Matters covered in the Strategic Report
|
The Company has chosen in accordance with Companies Act, s.414C(11) to set out in the Company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report. It has done so in respect of the review of the business, financial performance at the reporting date and financial and non-financial key performance indicators.
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'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's auditor is aware of that information.
Post balance sheet events
|
No material post balance sheet events have been noted.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 29 April 2025 and signed on its behalf.
- 5 -
|
ROWLINSON KNITWEAR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROWLINSON KNITWEAR LIMITED
Opinion
We have audited the financial statements of Rowlinson Knitwear Limited (the ‘Company’) for the year ended 30 November 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 Company’s affairs as at 30 November 2024 and of its 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 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 Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
- 6 -
|
ROWLINSON KNITWEAR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROWLINSON KNITWEAR LIMITED
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.
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
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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.
- 7 -
|
ROWLINSON KNITWEAR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROWLINSON KNITWEAR LIMITED
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 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
- 8 -
|
ROWLINSON KNITWEAR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROWLINSON KNITWEAR LIMITED
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Neil Barton (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
One St. Peter's Square
Manchester
M2 3DE
29 April 2025
- 9 -
|
ROWLINSON KNITWEAR LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
Interest payable and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial year
|
|
|
|
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
|
The notes on pages 15 to 41 form part of these financial statements.
|
- 10 -
|
ROWLINSON KNITWEAR LIMITED
REGISTERED NUMBER: 01072854
STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 April 2025.
The notes on pages 15 to 41 form part of these financial statements.
- 11 -
|
ROWLINSON KNITWEAR LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
Dividends: Equity capital
|
|
|
|
Shares issued during the year
|
|
|
|
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
Dividends: Equity capital
|
|
|
|
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 15 to 41 form part of these financial statements.
|
- 12 -
|
ROWLINSON KNITWEAR LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2024
Cash flows from operating activities
|
|
|
Profit for the financial year
|
|
|
|
|
|
Amortisation of intangible assets
|
|
|
Depreciation of tangible assets
|
|
|
Gain on disposal of tangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/increase in creditors
|
|
|
Net fair value (gains)/losses recognised in P&L
|
|
|
|
|
|
Net cash generated from operating activities
|
|
|
- 13 -
|
ROWLINSON KNITWEAR LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
Purchase of tangible fixed assets
|
|
|
Sale of tangible fixed assets
|
|
|
|
|
|
Purchase of trade and assets net of cash acquired
|
|
|
Net cash used in investing activities
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Repayment of/new finance leases
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
Net increase in cash and cash equivalents
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
Cash and cash equivalents at the end of year
|
|
|
|
|
|
Cash and cash equivalents at the end of year comprise:
|
|
|
|
|
|
|
|
|
|
|
|
- 14 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
Rowlinson Knitwear Limited ("'the Company") is a private limited company, limited by shares and incorporated in the United Kingdom, registered number 01072854.
The address of the registered office is Rowlinson Knitwear Limited, Unit 1a, Discovery Park, Crossley Road, Stockport, SK4 5DZ.
The principal activity of the Company is to provide personalised school specific and corporate uniforms.
2.Accounting policies
|
|
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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
- 15 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
These financial statements have been prepared on a going concern basis. The current economic conditions present risks for all businesses.
In response to such conditions, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projections for a period of 18 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis.
The directors have confirmed that they believe that they have the required funding in place, and have modelled requirements based on a range of forecasts.
The Company has secured long term banking facilities available to them to cover any additional funding requirement they might have as a result of the economic conditions. The Statement of Financial Position is strong, reflecting a positive and growing net current asset position.
Based on this assessment, the directors consider that the Company maintains an appropriate level of liquidity sufficient to meet the demands of the business.
In addition, the Company’s assets are assessed for recoverability on a regular basis, the directors consider that the Company is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.
The demand from existing customers and the Company’s current enquiry level remain strong.
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Company’s ability to continue as a going concern.
Thus the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.
- 16 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentation currency is GBP, rounded to the nearest £.
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 Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company 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 Company 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.
- 17 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
|
|
Operating leases: the Company 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.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
- 18 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Defined benefit pension plan
The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.
The liability recognised in the Statement of Financial Position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date (if any) out of which the obligations are to be settled.
The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').
The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.
The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
a) the increase in net pension benefit liability arising from employee service during the period; and
b) the cost of plan introductions, benefit changes, curtailments and settlements.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.
- 19 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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:
- 20 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
|
|
Associates and joint ventures
|
Associates and Joint Ventures are held at cost less impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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.
- 21 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
|
|
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 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 Company's cash management.
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.
|
|
Provisions for liabilities
|
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company 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 Company's Statement of Financial Position when the Company 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.
- 22 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
|
|
Financial instruments (continued)
|
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables 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.
- 23 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
|
|
Financial instruments (continued)
|
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
- 24 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
Critical judgements in applying the Company's accounting policies
The critical judgements that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
Assessing indicators of impairment
In assessing whether there have been any indicators impairment of assets, the directors have 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 impairments identified during the current financial year.
Key sources of estimation uncertainty
Determining stock provision
The Company includes a stock provision for slow moving and obsolete stock. The directors assess the stock on a regular basis to ensure that stock is correctly valued at the lower of net realisable value and cost price. In assessing the net realisable value there is a certain amount of estimation required. The directors review historic sales and assess the likelihood of selling the item before making their provision.
The stock provision recognised as at 30 November 2024 was £918,451 (2023: £929,845) and has been offset within the stock balances included in note 17.
Analysis of turnover by country of destination:
- 25 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
|
|
The operating profit is stated after charging/(crediting):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation of intangible assets
|
|
|
|
Depreciation of tangible assets
|
|
|
|
Gain on disposal of tangible assets
|
|
|
|
|
|
|
|
|
|
During the year, the Company obtained the following services from the Company's auditor:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditor for the audit of the Company's financial statements
|
|
|
- 26 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts receivable under long-term incentive schemes
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production and warehousing
|
|
|
|
|
Sales and customer services
|
|
|
|
|
Management and administration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts receivable under long-term incentive schemes
|
|
|
|
Company contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
During the year retirement benefits were accruing to 8 directors (2023 - 9) in respect of defined contribution pension schemes.
|
|
The highest paid director received remuneration of £148,328 (2023 - £123,767).
|
|
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,904 (2023 - £9,525).
|
|
During the year the highest paid director accrued £98,861 under the long term incentive schemes (2023 - £34,862).
|
- 27 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
Other interest receivable
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance leases and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
Adjustments in respect of prior periods
|
|
|
|
|
|
|
|
|
|
|
|
Taxation on profit on ordinary activities
|
|
|
- 28 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
12.Taxation (continued)
|
Factors affecting tax charge for the year
|
|
The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23%)
|
|
|
|
|
|
|
|
Income not taxable for tax purposes
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
Adjustments to tax charge in respect of
previous periods - deferred tax
|
|
|
|
Remeasurement of deferred tax for changes
in tax rates
|
|
|
|
Other permanent differences
|
|
|
|
Total tax charge for the year
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
Dividends of £58,201 (2023: £177,723) have been declared but not yet paid at year end, these are included within accruals and deferred income as per note 20.
During the year distributions of £39,792 (2023: £39,792) have been made to Rowlinson Knitwear Employee Ownership Trust.
|
- 29 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 30 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
See note 29 for further information on the acquisition in the year.
|
|
The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture, fittings and equipment
|
|
|
|
|
|
|
- 31 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
|
Investments in associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials and consumables
|
|
|
|
Finished goods and goods for resale
|
|
|
|
|
|
|
|
|
|
|
|
Stock recognised in cost of sales during the year as an expense was £11,459,156 (2023: £11,261,090).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Further information relating to the financial derivative can be seen in note 33.
|
- 32 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
Obligations under finance lease and hire purchase contracts
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The bank overdraft and loans are secured by a fixed and floating charge over the Company's assets and a fixed charge over the Company's freehold land and buildings.
Included within other creditors is £150,000 which relates to deferred consideration as a result of the Gooddies acquisition.
Obligations under finance lease and hire purchase contracts are secured over the assets that they relate, refer note 23.
Further information relating to the financial derivative can be seen in note 33.
|
- 33 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations under finance leases and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
|
The bank loans are secured by a fixed and floating charge over the Company's freehold land and buildings. Bank loans are all repayable over periods between 3-20 years and interest rates of between 3.5% and 6.99%.
Obligations under finance lease and hire purchase contracts are secured over the assets that they relate, refer note 23.
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within one year
|
|
|
|
|
|
|
|
Amounts falling due 1-2 years
|
|
|
|
|
|
|
|
Amounts falling due 2-5 years
|
|
|
|
|
|
|
|
Amounts falling due after more than 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 34 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
Hire purchase and finance leases
|
|
Minimum lease payments under hire purchase fall due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets measured at fair value through the Statement of Comprehensive Income
|
|
|
|
Financial assets that are debt instruments measured at amortised cost
|
|
|
|
Derivative financial instruments measured at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments measured at fair value through profit or loss
|
|
|
|
Financial liabilities measured at amortised cost
|
|
|
|
|
|
|
|
Financial assets measured at fair value through the Statement of Comprehensive Income comprise cash at bank.
Financial assets that are debt instruments measured at amortised cost comprise trade debtors and other debtors.
Derivative financial instruments measured at fair value through profit or loss held as part of a trading portfolio comprise forward contracts.
|
|
Derivative financial instruments measured at fair value through profit or loss held as part of a trading portfolio comprise forward contracts.
|
|
Financial liabilities measured at amortised cost comprise bank overdrafts, bank loans, trade creditors, other creditors, invoice discounting, amounts owed to group undertakings and accruals and deferred income.
|
- 35 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
The deferred taxation balance is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
- 36 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
Allotted, called up and fully paid
|
|
|
|
|
97,720 (2023 - 97,720) Ordinary shares of £1.00 each
|
|
|
|
100 (2023 - 100) A Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) B Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) C Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) E Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) F Ordinary shares of £0.10 each
|
|
|
|
17,260 (2023 - 17,260) G Ordinary shares of £1.00 each
|
|
|
|
20 (2023 - 20) J Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) K Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) L Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) M Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) N Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) P Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) Q Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) S Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) T Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) U Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) V Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) W Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) X Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) Y Ordinary shares of £0.10 each
|
|
|
|
100 (2023 - 100) Z Ordinary shares of £0.10 each
|
|
|
|
|
|
|
The ordinary shares, A shares, C shares and G shares in the company are ordinary shares each having a right to vote, a right to receive income and a right to participate in the capital of the company on a reduction of capital or winding up and shall rank Pari Passu in all respects save as set out in the company’s articles.
The B shares, E shares, F shares, J shares, K shares, L shares, M shares, N shares, P shares, Q shares, S shares, T shares, U shares, V shares, W shares, X shares, Y shares and Z shares in the company are ordinary shares each having a right to vote for every ten shares, a right to receive income and a right to participate in the capital of the company on a reduction of capital or winding up and shall rank Pari Passu in all respects save as set out in the company’s articles.
Profit & loss account
This reserve represents the cumulative profits and losses of the Company.
- 37 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New/
repayment of bank loans
|
New/
repayment of finance leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets/(liabilities)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 38 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
The purchase method of acquisition of the trade and assets of Gooddies Ltd on 16 October 2024 is set out below.
|
Acquisition of the trade and assets of Gooddies Ltd
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
- 39 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
29.Business combinations (continued)
|
Cash outflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
Net cash outflow on acquisition
|
|
|
The fair value adjustment reflects the profit uplift that is expected to be achieved on the future sale of acquired stock.
|
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £283,732 (2023: £241,468). Contributions totalling £21,023 (2023: £17,716) were payable to the fund at the reporting date and are included in creditors.
|
Commitments under operating leases
|
|
At 30 November 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
Transactions with directors
|
During the year, the director entered into the following advances and credits with the company:
|
|
Balance brought forward
£
|
|
|
|
Mr D.C. Moore Year ended 30/11/24
|
|
|
|
|
Mr N. Ward Year ended 30/11/24
|
|
|
|
|
|
|
|
|
- 40 -
|
ROWLINSON KNITWEAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
33.Other financial commitments
The Company enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. The Company is committed to purchase a significant amount in USD but sell in GBP and therefore forwards are obtained for a 2 year period into the future to hedge this currency risk.
|
Related party transactions
|
|
An amount of £15,351 was owed to the associate (2023: £19,283) and is included within other creditors.
During the year the Company entered into trading transactions with related parties who have a common director with Rowlinson Knitwear Limited. The Company made purchases of £23,288 (2023: £15,980) and sales of £5,000 (2023: £16,667).
During the year, the Company entered into trading transactions with an other related party. The Company made sales of £15,241 (2023: £5,655) and as at the year end £875 (2023: £730) was owed from the other related party.
Key management personnel are deemed to be the directors. Directors' remuneration has been disclosed within note 9.
|
|
Post balance sheet events
|
No material post balance sheet events have been noted.
The Rowlinson Knitwear Employee Ownership Trust is the Company's controlling party by virtue of its majority shareholding.
- 41 -
|