| REGISTERED NUMBER: 10909109 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| SPL J HOLDINGS LIMITED |
| REGISTERED NUMBER: 10909109 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| SPL J HOLDINGS LIMITED |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 5 |
| Consolidated Income Statement | 8 |
| Consolidated Other Comprehensive Income | 9 |
| Consolidated Balance Sheet | 10 |
| Company Balance Sheet | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Cash Flow Statement | 14 |
| Notes to the Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Financial Statements | 16 |
| SPL J HOLDINGS LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| 4th Floor |
| Charles House |
| 108-110 Finchley Road |
| London |
| NW3 5JJ |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| The directors present their strategic report of the company and the group for the year ended 31 August 2024. |
| REVIEW OF BUSINESS |
| The principal activity of the group is the wholesale and retail supply of fashion and optical frames and goods in global markets. |
| The group previously reacted to past events by reducing costs and restructuring where possible and controlling the costs with the growth post these events. This is reflected in the revenue rising in a positive direction. |
| The group showed positive improvements with the optical and luxury markets. |
| The results in 2025 are expected to show continued improvements with global market confidence in the group and the brand. |
| The group's key performance indicators are: |
| Sales: £13,648,128 (2023: £11,711,033) |
| Gross profit: £7,248,845 (2023: £6,267,532) |
| Net profit before tax: £1,047,624 (2023: £835,976) |
| EBITDA: £1,139,784 (2023: £922,194) |
| These indicators indicate an overall improvement from the prior period. |
| Other key performance indicators are customer satisfaction and human resource development. These are considered excellent. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risks associated with this industry relate to the market cycle as driven by the general economic performance of the UK and overseas. This manifests itself in dramatic changes in the seasonal cycle which are regularly reviewed by the senior management team to limit the consequent impact on resource productivity and group profitability. Improved buying and season planning policies are expected to vastly improve future performance. |
| Although the group and industry have adjusted accordingly in relation to recent global factors, uncertainties relating to conflict and political/economic situations in certain territories may remain a potential risk for the period. |
| FINANCIAL RISK |
| The group's operations expose it to a number of financial risks including changes in price risks, credit risks, liquidity risks, interest rate risks. The group has a risk management policy that seeks to limit financial risk by monitoring debt and credit risks. The group does not use any derivative financial instruments to manage interest rate costs and as such no hedge accounting is applied. |
| Given the size of the business, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board and thereby the board implements the group's finance policy. |
| PRICE RISK |
| The group is exposed to price risk due to normal inflationary increases in prices of goods and services. |
| CREDIT RISK |
| The group implements policies that require appropriate credit checks on potential customers before credit is afforded to those customers. The amount of exposure is subject to specific limits set by these metrics and the board. |
| LIQUIDITY RISK |
| The group operates within the confines of its banking facilities, with the group's shareholders providing long-term finance to ensure flexibility and the availability of sufficient funds for operations and expansion. |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| INTEREST RATE RISK |
| The group has limited interest bearing liabilities. The directors regularly review the interest rate policies in light of changes or expected changes in the group's operations. |
| BUSINESS RISK |
| Business risks, which the group faces, mainly coming from its competitors and general economic conditions including conflict in territories and global economic issues. |
| ON BEHALF OF THE BOARD: |
| 22 May 2025 |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 August 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the year under review was that of a holding company owning and controlling various UK and foreign trading subsidiaries, which are engaged in the wholesale and retail supply of fashion and optical frames and goods. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 August 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 September 2023 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Numera Partners LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SPL J HOLDINGS LIMITED |
| Opinion |
| We have audited the financial statements of SPL J Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 August 2024 and of the group's profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SPL J HOLDINGS LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' 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 a Report of the Auditors 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. |
| We consider that our procedures are highly capable of detecting irregularities, including fraud. The engagement team collectively have the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. |
| During the planning of the audit, discussions were held with key entity staff to ensure: |
| - An understanding of the legal and regulatory framework, |
| - The entity's policies and procedures on compliance with laws and regulations, |
| - The entity's policies and procedures on fraud risk including knowledge of any actual, suspected or alleged fraud. |
| Audit procedures to detect material misstatements in respect of irregularities are outlined below: |
| - Enquiry of management, those charged with governance and the entity's solicitors around actual and potential litigation and claims. |
| - Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
| - Auditing the risk of management override of controls, including sample testing on the posting of journals and reviewing accounting estimates for bias. |
| Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the Financial Statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
| These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations. |
| 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 Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SPL J HOLDINGS LIMITED |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditors |
| 4th Floor |
| Charles House |
| 108-110 Finchley Road |
| London |
| NW3 5JJ |
| Note: |
| Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| CONSOLIDATED |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ | £ |
| TURNOVER | 3 | 13,648,128 | 11,711,033 |
| Cost of sales | 6,399,283 | 5,443,501 |
| GROSS PROFIT | 7,248,845 | 6,267,532 |
| Distribution costs | 5,915 | 9,588 |
| Administrative expenses | 6,277,475 | 5,436,287 |
| 6,283,390 | 5,445,875 |
| 965,455 | 821,657 |
| Other operating income | 82,491 | 15,787 |
| OPERATING PROFIT | 5 | 1,047,946 | 837,444 |
| Interest payable and similar expenses | 7 | 322 | 1,465 |
| PROFIT BEFORE TAXATION | 1,047,624 | 835,979 |
| Tax on profit | 8 | 7,253 | - |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 1,040,371 | 835,979 |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 1,040,371 | 835,979 |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,040,371 |
835,979 |
| Total comprehensive income attributable to: |
| Owners of the parent | 1,040,371 | 835,979 |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| CONSOLIDATED BALANCE SHEET |
| 31 AUGUST 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 | 147,000 | 165,000 |
| Tangible assets | 11 | 227,829 | 227,460 |
| Investments | 12 | - | - |
| 374,829 | 392,460 |
| CURRENT ASSETS |
| Stocks | 13 | 2,211,235 | 1,795,539 |
| Debtors | 14 | 1,819,180 | 992,092 |
| Cash at bank and in hand | 2,885,771 | 2,535,958 |
| 6,916,186 | 5,323,589 |
| CREDITORS |
| Amounts falling due within one year | 15 | 1,889,297 | 1,354,699 |
| NET CURRENT ASSETS | 5,026,889 | 3,968,890 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
5,401,718 |
4,361,350 |
| PROVISIONS FOR LIABILITIES | 17 | 11,666 | 11,666 |
| NET ASSETS | 5,390,052 | 4,349,684 |
| CAPITAL AND RESERVES |
| Called up share capital | 18 | 206 | 206 |
| Share premium | 19 | 4,999,897 | 4,999,897 |
| Retained earnings | 19 | 389,949 | (650,419 | ) |
| SHAREHOLDERS' FUNDS | 5,390,052 | 4,349,684 |
| The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2025 and were signed on its behalf by: |
| S Jablon - Director |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| COMPANY BALANCE SHEET |
| 31 AUGUST 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 14 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 15 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Share premium | 19 |
| Retained earnings | 19 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| Company's loss for the financial year | (12,821 | ) | (57,770 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 September 2022 | 103 | (1,486,398 | ) | - | (1,486,295 | ) |
| Changes in equity |
| Profit for the year | - | 835,979 | - | 835,979 |
| Total comprehensive income | - | 835,979 | - | 835,979 |
| Issue of share capital | 103 | - | 4,999,897 | 5,000,000 |
| Balance at 31 August 2023 | 206 | (650,419 | ) | 4,999,897 | 4,349,684 |
| Changes in equity |
| Profit for the year | - | 1,040,371 | - | 1,040,371 |
| Total comprehensive income | - | 1,040,371 | - | 1,040,371 |
| Balance at 31 August 2024 | 206 | 389,952 | 4,999,897 | 5,390,055 |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 September 2022 | ( |
) | ( |
) |
| Changes in equity |
| Deficit for the year | - | (57,770 | ) | - | (57,770 | ) |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Issue of share capital | - |
| Balance at 31 August 2023 | ( |
) |
| Changes in equity |
| Deficit for the year | - | (12,821 | ) | - | (12,821 | ) |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 August 2024 | ( |
) |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 587,819 | 1,511,350 |
| Tax paid | (369 | ) | (9,411 | ) |
| Net cash from operating activities | 587,450 | 1,501,939 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | - | (180,000 | ) |
| Purchase of tangible fixed assets | (73,934 | ) | (79,504 | ) |
| Net cash from investing activities | (73,934 | ) | (259,504 | ) |
| Cash flows from financing activities |
| Share issue | - | 103 |
| Intercompany loan movement | (163,381 | ) | - |
| Interest paid | (322 | ) | (1,465 | ) |
| Interest paid on convertible loan | - | (210,000 | ) |
| Net cash from financing activities | (163,703 | ) | (211,362 | ) |
| Increase in cash and cash equivalents | 349,813 | 1,031,073 |
| Cash and cash equivalents at beginning of year | 2 | 2,535,958 | 1,504,885 |
| Cash and cash equivalents at end of year | 2 | 2,885,771 | 2,535,958 |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Profit before taxation | 1,047,624 | 835,979 |
| Depreciation charges | 91,838 | 84,753 |
| (Profit)/loss on disposal of fixed assets | (67,286 | ) | 2,156 |
| Finance costs | 322 | 1,465 |
| 1,072,498 | 924,353 |
| (Increase)/decrease in stocks | (415,696 | ) | 93,827 |
| (Increase)/decrease in trade and other debtors | (664,012 | ) | 843,916 |
| Increase/(decrease) in trade and other creditors | 595,029 | (350,746 | ) |
| Cash generated from operations | 587,819 | 1,511,350 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 August 2024 |
| 31.8.24 | 1.9.23 |
| £ | £ |
| Cash and cash equivalents | 2,885,771 | 2,535,958 |
| Year ended 31 August 2023 |
| 31.8.23 | 1.9.22 |
| £ | £ |
| Cash and cash equivalents | 2,535,958 | 1,504,885 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.9.23 | Cash flow | At 31.8.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 2,535,958 | 349,813 | 2,885,771 |
| 2,535,958 | 349,813 | 2,885,771 |
| Total | 2,535,958 | 349,813 | 2,885,771 |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 1. | STATUTORY INFORMATION |
| SPL J Holdings Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£), rounded to the nearest Pound. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The consolidated financial statements of the group include the financial statements of the company and its direct and indirect subsidiary undertakings made up to 31 August 2024. The results of subsidiaries acquired are included in the consolidated profit and loss account from the date control passes. Intra group sales and profits are eliminated fully on consolidation. |
| Critical accounting judgements and key sources of estimation uncertainty |
| The directors consider that the critical accounting policies where judgements and estimations have been applied relate to tangible asset lives, stock and amounts due from group entities and trade debtors. In respect of the life of tangible fixed assets, judgements are made on the useful economic life and residual values. The directors have concluded that the asset values and residual values are appropriate. |
| Stock provision has been calculated on the basis of the age of the stock and likelihood of sale and at what price after the period end. The director is satisfied that stock is valued on an appropriate basis. |
| The remaining balance of amounts due from group companies and trade debtors are considered recoverable. This is based on profit projections and expectations of growth of those companies. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Short leasehold | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| 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 balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the profit or loss account. |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| 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. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. |
| Financial instruments |
| The company has elected to apply the provisions of section 11 'basic financial instruments' and section 12 'other financial instruments issues' of FRS 102 to all of its financial instruments. |
| Financial instruments are recognised in the company's balance sheet when the company becomes party to contractual provisions of the instruments. |
| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Basic financial assets |
| Basic financial instruments, 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. |
| 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. |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Basic financial liabilities |
| Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest method. |
| Trade creditors are obligations to pay for goods and 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. |
| Cash and cash equivalents |
| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
| Fixed asset investments |
| Investments in subsidiaries are carried at cost less impairment. |
| Going concern |
| The director has considered the company's performance as well as forecasts and projections for the next 12 months from the date of this report and has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to prepare its financial statements on a going concern basis. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by geographical market is given below: |
| 31.8.24 | 31.8.23 |
| £ | £ |
| United Kingdom | 2,081,079 | 2,678,294 |
| Rest of the world | 11,567,049 | 9,032,739 |
| 13,648,128 | 11,711,033 |
| 4. | EMPLOYEES AND DIRECTORS |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Wages and salaries | 3,151,655 | 2,642,828 |
| Social security costs | 326,313 | 275,664 |
| Other pension costs | 53,385 | 55,010 |
| 3,531,353 | 2,973,502 |
| The average number of employees during the year was as follows: |
| 31.8.24 | 31.8.23 |
| Employees |
| The average number of employees by undertakings that were proportionately consolidated during the year was 59 (2023 - 54 ) . |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Directors' remuneration | 529,139 | 265,000 |
| Directors' pension contributions to money purchase schemes | 2,642 | 1,321 |
| Information regarding the highest paid director is as follows: |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Emoluments etc | 334,139 | 265,000 |
| Pension contributions to money purchase schemes | 1,321 | 1,321 |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Hire of plant and machinery | 6,317 | 4,579 |
| Other operating leases | 498,517 | 402,710 |
| Depreciation - owned assets | 73,563 | 69,752 |
| (Profit)/loss on disposal of fixed assets | (67,286 | ) | 2,156 |
| Patents and licences amortisation | 18,000 | 15,000 |
| Auditors' remuneration | 42,179 | 52,998 |
| Foreign exchange differences | 7,390 | 4,722 |
| 6. | EXCEPTIONAL ITEMS |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Exceptional items | - | 12,961 |
| Within exceptional items is intercompany balances written off |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Bank loan interest | 322 | 1,465 |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Current tax: |
| Overseas tax | 7,253 | - |
| Tax on profit | 7,253 | - |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 8. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Profit before tax | 1,047,624 | 835,979 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
261,906 |
208,995 |
| Effects of: |
| Expenses not deductible for tax purposes | 8,156 | 18,697 |
| Income not taxable for tax purposes | (19,003 | ) | - |
| Capital allowances in excess of depreciation | - | (1,909 | ) |
| Depreciation in excess of capital allowances | 13,480 | - |
| Utilisation of tax losses | (251,789 | ) | (227,059 | ) |
| Overseas subsidiaries tax differences | (5,497 | ) | 1,276 |
| Total tax charge | 7,253 | - |
| 9. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 10. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and | Computer |
| licences | software | Totals |
| £ | £ | £ |
| COST |
| At 1 September 2023 |
| and 31 August 2024 | 180,000 | 14,500 | 194,500 |
| AMORTISATION |
| At 1 September 2023 | 15,000 | 14,500 | 29,500 |
| Amortisation for year | 18,000 | - | 18,000 |
| At 31 August 2024 | 33,000 | 14,500 | 47,500 |
| NET BOOK VALUE |
| At 31 August 2024 | 147,000 | - | 147,000 |
| At 31 August 2023 | 165,000 | - | 165,000 |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 10. | INTANGIBLE FIXED ASSETS - continued |
| Company |
| Patents |
| and |
| licences |
| £ |
| COST |
| At 1 September 2023 |
| and 31 August 2024 |
| AMORTISATION |
| At 1 September 2023 |
| Amortisation for year |
| At 31 August 2024 |
| NET BOOK VALUE |
| At 31 August 2024 |
| At 31 August 2023 |
| Included within intangible fixed assets is intellectual property relating to the Linda Farrow brand, which is being amortised over 10 years. The previous year amortisation charge of £15,000 is for 10 months, due to the IP being assigned to the company on 31 October 2022. |
| 11. | TANGIBLE FIXED ASSETS |
| Group |
| Short | Long | Plant and |
| leasehold | leasehold | machinery |
| £ | £ | £ |
| COST |
| At 1 September 2023 | 182,605 | 2,179 | 27,200 |
| Additions | 16,401 | - | 538 |
| Disposals | (40,620 | ) | - | (8,158 | ) |
| At 31 August 2024 | 158,386 | 2,179 | 19,580 |
| DEPRECIATION |
| At 1 September 2023 | 115,522 | 2,179 | 24,103 |
| Charge for year | 14,363 | - | 864 |
| Eliminated on disposal | (40,620 | ) | - | (8,157 | ) |
| At 31 August 2024 | 89,265 | 2,179 | 16,810 |
| NET BOOK VALUE |
| At 31 August 2024 | 69,121 | - | 2,770 |
| At 31 August 2023 | 67,083 | - | 3,097 |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 11. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Fixtures |
| and | Motor |
| fittings | vehicles | Totals |
| £ | £ | £ |
| COST |
| At 1 September 2023 | 1,229,588 | 6,585 | 1,448,157 |
| Additions | 56,995 | - | 73,934 |
| Disposals | (15,088 | ) | - | (63,866 | ) |
| At 31 August 2024 | 1,271,495 | 6,585 | 1,458,225 |
| DEPRECIATION |
| At 1 September 2023 | 1,072,308 | 6,585 | 1,220,697 |
| Charge for year | 58,336 | - | 73,563 |
| Eliminated on disposal | (15,087 | ) | - | (63,864 | ) |
| At 31 August 2024 | 1,115,557 | 6,585 | 1,230,396 |
| NET BOOK VALUE |
| At 31 August 2024 | 155,938 | - | 227,829 |
| At 31 August 2023 | 157,280 | - | 227,460 |
| 12. | FIXED ASSET INVESTMENTS |
| Company |
| Unlisted |
| investments |
| £ |
| COST |
| At 1 September 2023 |
| Disposals | ( |
) |
| At 31 August 2024 |
| NET BOOK VALUE |
| At 31 August 2024 |
| At 31 August 2023 |
| The company's investment at the balance sheet date in the share capital of companies includes the following: |
| Name of Company | Nature of business | Class of share | Holding % |
| Bally Sunglass & Optical Company Limited | Wholesale supply of optical frames | Ordinary | 100 |
| JKC Retail Limited | Retail supply of optical frames | Ordinary | 100 |
| JKC US LLC | Retail supply of optical frames | Ordinary | 100 |
| Linda Farrow Global Logistics Limited | Supply of optical frames | Ordinary | 100 |
| JKC Retail GmbH* | Dormant | Ordinary | 100 |
| * - held through an intermediate company |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 13. | STOCKS |
| Group |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Stocks | 2,211,235 | 1,795,539 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.8.24 | 31.8.23 | 31.8.24 | 31.8.23 |
| £ | £ | £ | £ |
| Trade debtors | 1,351,100 | 771,478 |
| Amounts owed by group undertakings | 163,381 | - |
| Other debtors | 115,356 | 81,188 |
| Prepayments and accrued income | 189,343 | 139,426 |
| 1,819,180 | 992,092 |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.8.24 | 31.8.23 | 31.8.24 | 31.8.23 |
| £ | £ | £ | £ |
| Trade creditors | 850,832 | 657,761 |
| Amounts owed to group undertakings | - | - |
| Tax | 6,046 | (838 | ) |
| Social security and other taxes | 97,705 | 78,317 |
| VAT | 58,867 | 61,294 | 4,000 | 3,000 |
| Other creditors | 17 | 2,069 |
| Net wages | 3,743 | 1,861 | - | - |
| Accrued expenses | 872,087 | 554,235 |
| 1,889,297 | 1,354,699 |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable operating | leases |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Within one year | 527,904 | 527,904 |
| Between one and five years | 994,593 | 1,104,593 |
| In more than five years | 562,500 | 562,500 |
| 2,084,997 | 2,194,997 |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 17. | PROVISIONS FOR LIABILITIES |
| Group |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Deferred tax | 11,666 | 11,666 |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 September 2023 | 11,666 |
| Balance at 31 August 2024 | 11,666 |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.8.24 | 31.8.23 |
| value: | £ | £ |
| Ordinary A | £0.01 | 95 | 95 |
| Ordinary B | £0.01 | 8 | 8 |
| Preferred | £0.01 | 103 | 103 |
| 206 | 206 |
| 19. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 September 2023 | (650,422 | ) | 4,999,897 | 4,349,475 |
| Profit for the year | 1,040,371 | 1,040,371 |
| At 31 August 2024 | 389,949 | 4,999,897 | 5,389,846 |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 September 2023 | ( |
) | 4,919,227 |
| Deficit for the year | ( |
) | ( |
) |
| At 31 August 2024 | ( |
) | 4,906,406 |
| 20. | PENSION COMMITMENTS |
| The group operates a defined contribution 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 group to the fund and amounted to £53,385 (2023: £55,010). |
| SPL J HOLDINGS LIMITED (REGISTERED NUMBER: 10909109) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 21. | ULTIMATE PARENT COMPANY |
| The ultimate parent company is Puyi Group Limited, which is incorporated in Hong Kong with a registered office at Units 14-16, 11F, North Tower, Concordia Plaza, No. 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong. |
| 22. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to a director subsisted during the years ended 31 August 2024 and 31 August 2023: |
| 31.8.24 | 31.8.23 |
| £ | £ |
| S Jablon |
| Balance outstanding at start of year | - | 72,067 |
| Amounts advanced | - | 107,933 |
| Amounts repaid | - | (180,000 | ) |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year | - | - |
| 23. | RELATED PARTY DISCLOSURES |
| The group has taken advantage of the exemption conferred by section 33.1A of Financial Reporting Standards 102: Related Party Disclosures, from the requirement to disclose transactions with wholly-owned group companies. |
| During the year, a subsidiary company paid rent for warehouse space of £50,000 (2023: £50,000) to L Jablon, who is directly related to the director S Jablon. |
| During the year, a subsidiary company rented out office space to a connected party for £12,000 (2023: £12,000), who is directly related to the director S Jablon. |
| During the year, the company is owed by a connected party £100,284 (2023: £63,506), who is directly related to the SPL J Holdings Limited. |
| During the year, a total of key management personnel compensation of £ 529,334 was paid. |