| REGISTERED NUMBER: 13565802 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements for the Year Ended 31 August 2024 |
| for |
| S and L UK Holdings Limited |
| REGISTERED NUMBER: 13565802 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements for the Year Ended 31 August 2024 |
| for |
| S and L UK Holdings Limited |
| S and L UK Holdings Limited (Registered number: 13565802) |
| 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 Statement of Comprehensive Income | 8 |
| Consolidated Balance Sheet | 9 |
| Company Balance Sheet | 10 |
| Consolidated Statement of Changes in Equity | 11 |
| Company Statement of Changes in Equity | 12 |
| Consolidated Cash Flow Statement | 13 |
| Notes to the Consolidated Cash Flow Statement | 14 |
| Notes to the Consolidated Financial Statements | 15 |
| S and L UK Holdings Limited |
| Company Information |
| for the Year Ended 31 August 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Accountants and Business Advisers |
| West Hill House |
| Allerton Hill |
| Chapel Allerton |
| Leeds |
| West Yorkshire |
| LS7 3QB |
| S and L UK Holdings Limited (Registered number: 13565802) |
| 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 parent company was originally established to consolidate and amalgamate certain former individual shareholdings under one group structure. There have been no changes over the year to any of these previous arrangements. |
| This was a successful year for Express Bi Foldings Doors Limited ("Express"), the main trading subsidiary of the group, despite challenges in the marketplace with high interest rates affecting home owners borrowing to fund projects. |
| We maintained our presence at the Homebuilding, Grand Designs and IDEAL home shows which provides the opportunity to present from our show stand and over the last 12 months continued investment into Brand Awareness, which includes TV advertising campaigns and a large range of digital advertising. |
| We relocated and opened a new impressive showroom in Glasgow, which is now fully established and is generating more revenue than ever before. We're also still actively trying to win back market share in London. |
| The two associated companies were brought into the group during the first trading period and profits shown represent the group's share of the profits, both for the current year and also in the comparative information. The presentation of the results differ significantly from those of Express due to the differences in accounting for subsidiaries and associates. Further details can be seen in the accounting policies and the notes to the financial statements. One associate is a long standing business and the other is a relatively new business. Both associates showed profits for the year and progress continues to be pleasing. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The group is well placed to identify and manage its financial, operational and regulatory compliance risks successfully across all of its business involvements. |
| As the businesses continue to grow, we are acutely aware of the importance of brand reputation, quality of products, service levels and safety aspects in all parts of the operation. Procedures are established to monitor and manage these key strategic areas accordingly. |
| KEY PERFORMANCE INDICATORS |
| Using strong working procedures ensures the group delivers the management information required to monitor performance in key financial and non-financial areas. This enables us to make strategic decisions to maintain and improve; product quality, production efficiency, customer satisfaction, turnover levels, and gross/net margins. |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Group Strategic Report |
| for the Year Ended 31 August 2024 |
| FUTURE DEVELOPMENTS |
| In October 2024, for Express, we opened our first boutique showroom in Bournemouth. The South coast of England is a relatively untapped location for us so the new showroom should be a real positive for the business. |
| We have purchased and commissioned a world leading CNC machine which will significantly increase and speed up our machining capacity and allow us to bring more niche products into our product portfolio. |
| The 2025 year will see us launch a whole host of new products including pivot doors, frameless sliding doors and bioclimatic pergolas. We're also updating some of our core products including reducing the sightlines of our best-selling bi-fold and sliding doors and increasing the thermal performance of our windows in readiness for the upcoming change in building regulations. |
| Because of the 2025 product updates we are significantly redeveloping our Flagship Leeds showroom with its biggest upgrade since opening in 2016. The redevelopment will properly demonstrate our latest products and give us the opportunity to invite homeowners, builders and architects to see our newly improved world class showroom. |
| Once the Leeds update is complete we will carry out similar updates to all our showrooms but on a smaller scale. |
| We are continuing to invest in brand awareness and as part of this policy we have increased our marketing budget and TV campaign by 20% and created a new showroom focused TV advert. We are also building a second exhibition stand so that we can showcase more products at National exhibitions than ever before. We are operating within a challenging and delicate market so are investing in our brand awareness to make sure that we continue to increase our market share and not be adversely affected by external economic factors. |
| Due to an impressive manufacturing and storage capacity, we are continuing and expanding the trade side of our business with an 'express selection' of products that is held in stock and ready for Express delivery. |
| Express is very well placed for another successful twelve months. We look forward to reaping the benefits of our new Glasgow and Bournemouth showrooms and are really excited about the new products that will launch this year. |
| Senior Management are also consulting with Government and industry officials regarding the future homes legislation likely to bring significant changes to the industry in 2025. We already have the product range to suit the regulation changes but will follow developments very closely to ensure we can capitalise on any market shifts. |
| ON BEHALF OF THE BOARD: |
| S and L UK Holdings Limited (Registered number: 13565802) |
| 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. |
| DIVIDENDS |
| The total distribution of dividends for the year ended 31 August 2024 will be £ 707,000 . |
| FUTURE DEVELOPMENTS |
| Likely future developments are discussed in the strategic report. |
| 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). 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. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| S and L UK Holdings Limited |
| Opinion |
| We have audited the financial statements of S and L UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2024 which comprise the Consolidated Statement of 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 |
| S and L UK 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 set out on page four, 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. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We obtained an understanding of the legal and regulatory framework within which the group and company operates, focusing on those laws and regulations that directly effects how material balances are determined and also the disclosures in the financial statements. the laws and regulations considered by us in this context were the Companies Act 2006 and various taxation legislation. |
| We identified the greatest risks of material impact on the financial statements from irregularities, including fraud, to be revenue and cost recognition, override of controls by management and related party transactions. Our audit procedures to respond to revenue and cost recognition risks included sample testing a sample of income/costs across the year to agree to supporting documentation and reviewing income and costs either side of the year end to ensure they have been recognised correctly. Our audit procedures to respond to management override risks included enquiries of management about their own identification and an assessment of the risks of irregularities, reviewing the posting of journals and reviewing the accounting estimates for bias. Our audit procedures to respond to related party transaction risks included enquiries of management about all related parties and the transactions with them, to ensure they are all within the normal course of business. |
| Due 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. |
| 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 |
| S and L UK 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 |
| Accountants and Business Advisers |
| West Hill House |
| Allerton Hill |
| Chapel Allerton |
| Leeds |
| West Yorkshire |
| LS7 3QB |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Consolidated |
| Statement of Comprehensive |
| Income |
| for the Year Ended 31 August 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ | £ |
| TURNOVER | 31,192,893 | 35,457,559 |
| Cost of sales | 21,988,954 | 25,267,148 |
| GROSS PROFIT | 9,203,939 | 10,190,411 |
| Administrative expenses | 8,664,165 | 8,975,917 |
| 539,774 | 1,214,494 |
| Other operating income | 42,000 | 37,000 |
| OPERATING PROFIT | 4 | 581,774 | 1,251,494 |
| Income from interests in |
| associated undertakings |
| net of interest and tax | 793,181 | 803,135 |
| Dividends from associates | 5 | 7,558 | 26,960 |
| Interest receivable and similar income | 210,942 | 85,302 |
| 1,011,681 | 915,397 |
| PROFIT BEFORE TAXATION | 1,593,455 | 2,166,891 |
| Tax on profit | 6 | 69,392 | 182,471 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,524,063 |
1,984,420 |
| Profit attributable to: |
| Owners of the parent | 1,524,063 | 1,984,420 |
| Total comprehensive income attributable to: |
| Owners of the parent | 1,524,063 | 1,984,420 |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Consolidated Balance Sheet |
| 31 August 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 9 | 1,614,453 | 1,431,906 |
| Investments | 10 |
| Interest in associates | 166,736 | 50,103 |
| Investment property | 11 | 845,142 | 845,142 |
| 2,626,331 | 2,327,151 |
| CURRENT ASSETS |
| Stocks | 12 | 4,151,101 | 3,435,080 |
| Debtors | 13 | 2,033,471 | 2,072,600 |
| Cash at bank and in hand | 5,433,686 | 5,596,038 |
| 11,618,258 | 11,103,718 |
| CREDITORS |
| Amounts falling due within one year | 14 | 8,125,778 | 8,166,993 |
| NET CURRENT ASSETS | 3,492,480 | 2,936,725 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
6,118,811 |
5,263,876 |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
(280,434 |
) |
(310,794 |
) |
| PROVISIONS FOR LIABILITIES | 17 | (202,397 | ) | (134,165 | ) |
| NET ASSETS | 5,635,980 | 4,818,917 |
| CAPITAL AND RESERVES |
| Called up share capital | 18 | 149 | 149 |
| Retained earnings | 19 | 5,635,831 | 4,818,768 |
| SHAREHOLDERS' FUNDS | 5,635,980 | 4,818,917 |
| The financial statements were approved by the Board of Directors and authorised for issue on 18 June 2025 and were signed on its behalf by: |
| S Bromberg - Director |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Company Balance Sheet |
| 31 August 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 9 |
| Investments | 10 |
| Investment property | 11 |
| CURRENT ASSETS |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Retained earnings | 19 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 1,023,226 | 1,307,085 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 August 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 September 2022 | 149 | 3,311,848 | 3,311,997 |
| Changes in equity |
| Dividends | - | (477,500 | ) | (477,500 | ) |
| Total comprehensive income | - | 1,984,420 | 1,984,420 |
| Balance at 31 August 2023 | 149 | 4,818,768 | 4,818,917 |
| Changes in equity |
| Dividends | - | (707,000 | ) | (707,000 | ) |
| Total comprehensive income | - | 1,524,063 | 1,524,063 |
| Balance at 31 August 2024 | 149 | 5,635,831 | 5,635,980 |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 August 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 September 2022 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 August 2023 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 August 2024 |
| S and L UK Holdings Limited (Registered number: 13565802) |
| 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 | 310,115 | 1,130,154 |
| Tax paid | (196,816 | ) | (31,029 | ) |
| Net cash from operating activities | 113,299 | 1,099,125 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (680,121 | ) | (365,412 | ) |
| Purchase of investment property | - | (339,650 | ) |
| Sale of tangible fixed assets | 97,205 | 32,700 |
| Loans repayments by associated companies | 55,462 | 59,541 |
| Interest received | 208,803 | 83,101 |
| Dividends received from associates | 750,000 | 500,000 |
| Net cash from investing activities | 431,349 | (29,720 | ) |
| Cash flows from financing activities |
| Equity dividends paid | (707,000 | ) | (477,500 | ) |
| Net cash from financing activities | (707,000 | ) | (477,500 | ) |
| (Decrease)/increase in cash and cash equivalents | (162,352 | ) | 591,905 |
| Cash and cash equivalents at beginning of year |
2 |
5,596,038 |
5,004,133 |
| Cash and cash equivalents at end of year | 2 | 5,433,686 | 5,596,038 |
| S and L UK Holdings Limited (Registered number: 13565802) |
| 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 | 1,593,455 | 2,166,891 |
| Depreciation charges | 426,786 | 558,246 |
| (Profit)/loss on disposal of fixed assets | (26,417 | ) | 35,732 |
| Finance income | (1,011,681 | ) | (915,397 | ) |
| 982,143 | 1,845,472 |
| (Increase)/decrease in stocks | (716,021 | ) | 145,493 |
| (Increase)/decrease in trade and other debtors | (89,826 | ) | 310,869 |
| Increase/(decrease) in trade and other creditors | 133,819 | (1,171,680 | ) |
| Cash generated from operations | 310,115 | 1,130,154 |
| 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 | 5,433,686 | 5,596,038 |
| Year ended 31 August 2023 |
| 31.8.23 | 1.9.22 |
| £ | £ |
| Cash and cash equivalents | 5,596,038 | 5,004,133 |
| 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 | 5,596,038 | (162,352 | ) | 5,433,686 |
| 5,596,038 | (162,352 | ) | 5,433,686 |
| Total | 5,596,038 | (162,352 | ) | 5,433,686 |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 August 2024 |
| 1. | STATUTORY INFORMATION |
| S and L UK Holdings Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The consolidated financial statements incorporate those of S and L UK Holdings Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). |
| All financial statements are made up to 31 August 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the group. |
| All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. |
| The principal subsidiary company was acquired on 28 February 2022 via a group reconstruction which comprised a direct share for share exchange of the shares of the subsidiary for the shares of the new parent company. All of the conditions required for merger accounting were met and hence the consolidation of this subsidiary has been included on this basis since acquisition. |
| Associates and joint ventures |
| An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in, but not to control or jointly control, the financial and operating policy decisions of the investee. A joint venture is an activity that is controlled jointly by the Group and one or more other investors under a contractual arrangement. The Group has two investments in associated companies. |
| Investments in associates and joint ventures are recognised initially in the consolidated statement of financial position at cost (including transaction costs). Subsequently, they are accounted for using the equity method. |
| In the separate financial statements, the Parent Company measures investments in associates and joint ventures at cost less impairment. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Turnover |
| Turnover represents amounts receivable for goods and services provided, net of value added tax. |
| Revenue from the sale of goods is normally recognised on dispatch of goods. This is the point when the significant risks and rewards of ownership are passed to the customer, the amount of revenue can be reliably measured, it is probable that economic benefits associated with the transaction will flow to the entity and that costs incurred can be measured reliably. |
| Revenue from contracts where there is a provision of services involved, is recognised on completion of a contract or, where a contract can be split into definable parts, when each part is fully completed. |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Short leasehold | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| Investments in associates |
| Investments in associate undertakings are recognised at cost. |
| Investment property |
| Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
| Stocks |
| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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. |
| The benefits of lease incentives connected with property leases are recognised in the Statement of Comprehensive Income over the term of the leases. |
| 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. |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 3. | EMPLOYEES AND DIRECTORS |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Wages and salaries | 7,430,860 | 7,911,928 |
| Social security costs | 744,390 | 785,320 |
| Other pension costs | 193,215 | 197,757 |
| 8,368,465 | 8,895,005 |
| The average number of employees during the year was as follows: |
| 31.8.24 | 31.8.23 |
| Directors | 2 | 2 |
| Administration | 17 | 17 |
| Selling and marketing | 33 | 32 |
| Production and installation | 178 | 195 |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Directors' remuneration | 23,537 | 22,841 |
| Directors' pension contributions to money purchase schemes | 8,800 | 4,800 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 | 1 |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Hire of plant and machinery | 100,683 | 84,277 |
| Depreciation - owned assets | 426,786 | 558,247 |
| (Profit)/loss on disposal of fixed assets | (26,417 | ) | 35,732 |
| Auditors' remuneration | 16,200 | 16,100 |
| Other non- audit services | 6,200 | 6,100 |
| Property operating lease rentals | 937,458 | 836,840 |
| Vehicle operating lease rentals | 748,155 | 596,424 |
| 5. | DIVIDENDS FROM ASSOCIATES |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Dividends from associates | 7,558 | 26,960 |
| Income from associates represents the group's share of post acquisition profits after tax. In addition, a dividend has also been recorded as dividends received from associates in the period as the amount paid exceeded the share of the relevant associates share of post acquisition profits. |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 6. | 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: |
| UK corporation tax | 170,647 | 340,735 |
| Prior year over provision | (169,487 | ) | (179,225 | ) |
| Total current tax | 1,160 | 161,510 |
| Deferred tax | 68,232 | 20,961 |
| Tax on profit | 69,392 | 182,471 |
| UK corporation tax has been charged at 25 % (2023 - 21.52 %). |
| 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 | 1,593,455 | 2,166,891 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
398,364 |
541,723 |
| Effects of: |
| Expenses not deductible for tax purposes | 1,740 | 3,375 |
| Depreciation in excess of capital allowances | 40,349 | 79,312 |
| Adjustments to tax charge in respect of previous periods | (170,876 | ) | (179,225 | ) |
| Impact of share of profits of associates already included net of tax * | (198,295 | ) | (200,784 | ) |
| Dividend from associates not taxable | (1,890 | ) | (6,740 | ) |
| Difference in tax rate between headline rate and actual tax rate for the year | - | (55,190 | ) |
| Total tax charge | 69,392 | 182,471 |
| * Due to the equity accounting method for associates, the income statement shows the after-tax results of associates as part of the pre-tax profit of the Group. As a result, a reconciling item is required to then balance the total Group profit using the tax rate of 25% to the total Group tax charge for the period. |
| 7. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| 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. |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 8. | DIVIDENDS |
| 31.8.24 | 31.8.23 |
| £ | £ |
| A ordinary shares of £1 each |
| Interim | 417,000 | 220,000 |
| B ordinary shares of £1 each |
| Interim | 273,000 | 223,000 |
| C ordinary shares of £1 each |
| Interim | 17,000 | 34,500 |
| 707,000 | 477,500 |
| 9. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Short | Plant and | and |
| leasehold | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1 September 2023 | 3,954,884 | 1,052,639 | 937,330 |
| Additions | 288,120 | 137,233 | - |
| Disposals | - | - | - |
| At 31 August 2024 | 4,243,004 | 1,189,872 | 937,330 |
| DEPRECIATION |
| At 1 September 2023 | 3,108,960 | 893,994 | 901,819 |
| Charge for year | 302,984 | 55,170 | 13,668 |
| Eliminated on disposal | - | - | - |
| At 31 August 2024 | 3,411,944 | 949,164 | 915,487 |
| NET BOOK VALUE |
| At 31 August 2024 | 831,060 | 240,708 | 21,843 |
| At 31 August 2023 | 845,924 | 158,645 | 35,511 |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 9. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 September 2023 | 353,881 | 437,361 | 6,736,095 |
| Additions | 31,321 | 223,447 | 680,121 |
| Disposals | (100,608 | ) | - | (100,608 | ) |
| At 31 August 2024 | 284,594 | 660,808 | 7,315,608 |
| DEPRECIATION |
| At 1 September 2023 | 85,221 | 314,195 | 5,304,189 |
| Charge for year | 50,437 | 4,527 | 426,786 |
| Eliminated on disposal | (29,820 | ) | - | (29,820 | ) |
| At 31 August 2024 | 105,838 | 318,722 | 5,701,155 |
| NET BOOK VALUE |
| At 31 August 2024 | 178,756 | 342,086 | 1,614,453 |
| At 31 August 2023 | 268,660 | 123,166 | 1,431,906 |
| 10. | FIXED ASSET INVESTMENTS |
| Group |
| Interest |
| in |
| associates |
| £ |
| COST |
| At 1 September 2023 | 50,103 |
| Share of profit/(loss) | 793,181 |
| Dividends received | (684,106 | ) |
| Surplus dividend received to |
| income statement | 7,558 |
| At 31 August 2024 | 166,736 |
| NET BOOK VALUE |
| At 31 August 2024 | 166,736 |
| At 31 August 2023 | 50,103 |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 10. | FIXED ASSET INVESTMENTS - continued |
| Company |
| Shares in | Interest |
| group | in |
| undertakings | associates | Totals |
| £ | £ | £ |
| COST |
| At 1 September 2023 |
| and 31 August 2024 | 199 |
| NET BOOK VALUE |
| At 31 August 2024 | 199 |
| At 31 August 2023 | 199 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: Unit 23 Millshaw Park Lane, Millshaw Park Industrial Estate, Leeds, LS11 0BL |
| Nature of business: |
| % |
| Class of shares: | holding |
| The subsidiary has been accounted for using merger accounting as described in the accounting policies. |
| Associated companies |
| Registered office: Unit 3 Leeds 27 Industrial Estate Bruntcliffe Way, Morley, Leeds, LS27 0HH |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: 7 Thorntons Arcade, Leeds, West Yorkshire, United Kingdom, LS1 6LQ |
| Nature of business: |
| % |
| Class of shares: | holding |
| Prestigious Watches Limited has a year-end of 30 June 2024 and has not been audited due to audit exemptions available. The results are not material to the group and there are no material differences arising in the two months to 31 August 2024. |
| Based on the circumstances of each company and the relationship with the parent company, both are accounted for as associate companies using the equity method as described in the accounting policies. |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 11. | INVESTMENT PROPERTY |
| Group |
| Total |
| £ |
| FAIR VALUE |
| At 1 September 2023 |
| and 31 August 2024 | 845,142 |
| NET BOOK VALUE |
| At 31 August 2024 | 845,142 |
| At 31 August 2023 | 845,142 |
| The fair value of the investment property has been determined by the director, by reference to recent market prices of similar properties in the area. If the asset was being carried under the cost model, the carrying amount would be £845,142. |
| 12. | STOCKS |
| Group |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Stocks | 2,112,725 | 2,148,183 |
| Work-in-progress | 2,038,376 | 1,286,897 |
| 4,151,101 | 3,435,080 |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.8.24 | 31.8.23 | 31.8.24 | 31.8.23 |
| £ | £ | £ | £ |
| Trade debtors | 420,352 | 384,630 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 12,575 | 30,505 |
| Owed by associated |
| undertakings | 1,003,000 | 1,124,356 | 1,003,000 | 1,124,356 |
| Corporation tax recoverable | 170,747 | 180,485 |
| Prepayments | 426,797 | 352,624 |
| 2,033,471 | 2,072,600 |
| Amounts owed by associated companies are interest free and and have no formal repayment terms. As such they are included in debtors due within one year. |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.8.24 | 31.8.23 | 31.8.24 | 31.8.23 |
| £ | £ | £ | £ |
| Trade creditors | 7,136,499 | 6,409,423 |
| Corporation tax | 43,813 | 249,207 |
| Social security and other taxes | 425,672 | 507,577 |
| Other creditors | 15,233 | 510 |
| Directors' current accounts | 1,787 | 1,753 | 1,527 | 1,493 |
| Accrued expenses | 502,774 | 998,523 |
| 8,125,778 | 8,166,993 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Accruals and deferred income | 280,434 | 310,794 |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable operating | leases |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Within one year | 1,693,306 | 1,524,689 |
| Between one and five years | 3,924,816 | 3,411,670 |
| In more than five years | 1,519,725 | 1,979,136 |
| 7,137,847 | 6,915,495 |
| 17. | PROVISIONS FOR LIABILITIES |
| Group |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Deferred tax | 202,397 | 134,165 |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 September 2023 | 134,165 |
| Charge to Statement of Comprehensive Income during year | 68,232 |
| Balance at 31 August 2024 | 202,397 |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.8.24 | 31.8.23 |
| value: | £ | £ |
| A ordinary | £1 | 50 | 50 |
| B ordinary | £1 | 45 | 45 |
| C ordinary | £1 | 5 | 5 |
| M ordinary | £1 | 49 | 49 |
| 149 | 149 |
| 19. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 1 September 2023 | 4,818,768 |
| Profit for the year | 1,524,063 |
| Dividends | (707,000 | ) |
| At 31 August 2024 | 5,635,831 |
| Company |
| Retained |
| earnings |
| £ |
| At 1 September 2023 |
| Profit for the year |
| Dividends | ( |
) |
| At 31 August 2024 |
| 20. | CAPITAL COMMITMENTS |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Contracted but not provided for in the |
| financial statements | 839,500 | - |
| This represents the cost of a new CNC machine and the cost of a new vehicle for the group, the deposits having both been paid within the year. Both the machine and the vehicle have been delivered post year-end. |
| S and L UK Holdings Limited (Registered number: 13565802) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 August 2024 |
| 21. | RELATED PARTY DISCLOSURES |
| Disclosure re members of the Key Management Personnel: |
| Key Management Personnel compensation £127,059 (2023- £29,280). |
| Dividends paid to Key Management Personnel £707,000 (2023 - £477,500). |
| Balances with Key Management Personnel: Creditors - £1,885 (2023 - £2,263). |
| Transactions with entities either controlled by Key Management Personnel or which have Key Management Personnel in common who control this company: |
| Sales - £nil (2023 - £nil) |
| Purchases - £28,314 (2023 - £204,151) |
| Debtors - £nil (2023 - £25,735) |
| Creditors - £2,148 (2023 - £12,868) |
| 22. | ULTIMATE CONTROLLING PARTY |
| The company and group is controlled by S Bromberg and L Bromberg. |