Company registration number 03048427 (England and Wales)
CLOTHES2ORDER LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CLOTHES2ORDER LIMITED
COMPANY INFORMATION
Directors
M D Conway
S Jones
S Turner
M Thomas
P D Fairclough
Secretary
M D Conway
Company number
03048427
Registered office
Unit 9 Wheel Forge Way
Off Ashburton Park Road West
Trafford Park
Manchester
M17 1EH
Auditor
Alexander & Co LLP
Centurion House
129 Deansgate
Manchester
M3 3WR
CLOTHES2ORDER LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27
CLOTHES2ORDER LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Business Model
Clothes2order Limited is a leading UK supplier of custom-branded clothing to both retail and business customers.
Company Performance
The company delivered another successful year in a challenging trading environment, reporting a profit before tax of £886,854 (2023: £510,802 before exceptional items).
Key Performance Indicators
The directors monitor a range of financial and operational KPI’s to evaluate the company’s performance against its strategic objectives. The principal KPI’s include:
Revenue: £15,613,205 (2023: £16,064,790)
Despite a modest year-on-year decline in revenue, operating profit increased significantly, reflecting improved efficiency and margin management.
Review of the Business
Our mission is to become the UK’s favourite provider of custom-branded clothing.
In 2024, the company outperformed expectations with strong profitability and asset growth, despite wider economic pressures. This was achieved through:
The directors remain confident in the company’s long-term prospects and believe it is well-positioned for sustainable growth. Continued investment in technology, processes, and people will underpin future efficiency gains and capacity expansion.
Liquidity Risk
The company has access to sufficient resources and banking facilities to meet its short and medium-term working capital needs. Cash flow is monitored closely, with rolling forecasts prepared to identify and mitigate potential risks early.
Credit Risk
The principal credit risk relates to trade receivables. This is managed through a robust credit control policy, including credit checks on new customers and active monitoring of debtor balances.
Operational Risk
The business benefits from reliable internal reporting systems that produce timely and accurate management information. Regular reviews by the directors and key stakeholders ensure strategic and operational risks are proactively addressed.
The company prepares detailed monthly management accounts, including variance analysis against budgets and forecasts, allowing corrective actions to be implemented where necessary.
CLOTHES2ORDER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
M D Conway
Director
19 June 2025
CLOTHES2ORDER LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of the provision of digital printing and embroidery services for clothing.
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £235,000. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M D Conway
S Jones
S Turner
M Thomas
P D Fairclough
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
CLOTHES2ORDER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
M D Conway
Director
19 June 2025
CLOTHES2ORDER LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLOTHES2ORDER LIMITED
- 5 -
Opinion
We have audited the financial statements of Clothes2order Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
CLOTHES2ORDER LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLOTHES2ORDER LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company, we identified that the principal risks of non-compliance with laws and regulations related to breaches of the legal and regulatory framework that the company operates in. We considered the extent to which non-compliance might have a material effect on the financial statements. The key laws and regulations we considered in this context included UK Companies Act 2006, employment law, health and safety and tax legislation.
We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to the posting of inappropriate journal entries to manipulate financial results and potential management bias in accounting estimates.
CLOTHES2ORDER LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLOTHES2ORDER LIMITED (CONTINUED)
- 7 -
As a result of the above, our audit procedures performed included:
Discussions with management and those charged with governance in relation to known or suspected instances of non-compliance with laws and regulation and fraud.
Agreeing financial statements disclosures to underlying supporting documentation and assessing compliance with relevant laws and regulations.
Testing the appropriateness of journal entries and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Reviewing minutes of meetings of those charged with governance.
There are inherent limitations in the audit procedures described above. The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK).
We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors of Clothes2order Limited.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Emma Ball (Senior Statutory Auditor)
For and on behalf of Alexander & Co LLP, Statutory Auditor
Chartered Accountants
Centurion House
129 Deansgate
Manchester
M3 3WR
23 June 2025
CLOTHES2ORDER LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
as restated
Notes
£
£
Turnover
3
15,613,205
16,064,790
Cost of sales
(5,152,251)
(5,827,970)
Gross profit
10,460,954
10,236,820
Distribution costs
(794,111)
(907,027)
Administrative expenses
(8,741,836)
(8,739,778)
Operating profit
5
925,007
590,015
Exceptional items
4
(451,449)
Interest receivable and similar income
8
55,191
16,442
Interest payable and similar expenses
9
(93,344)
(95,655)
Profit before taxation
886,854
59,353
Tax on profit
10
(237,173)
25,202
Profit for the financial year
649,681
84,555
The profit and loss account has been prepared on the basis that all operations are continuing operations.
CLOTHES2ORDER LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£
£
Profit for the year
649,681
84,555
Other comprehensive income
-
-
Total comprehensive income for the year
649,681
84,555
CLOTHES2ORDER LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
12
287,826
2,578
Tangible assets
13
843,199
836,459
Investments
14
1
1,131,025
839,038
Current assets
Stocks
15
450,022
514,289
Debtors
16
1,229,622
1,247,791
Cash at bank and in hand
1,253,963
1,586,753
2,933,607
3,348,833
Creditors: amounts falling due within one year
17
(3,132,464)
(3,851,178)
Net current liabilities
(198,857)
(502,345)
Total assets less current liabilities
932,168
336,693
Creditors: amounts falling due after more than one year
18
(81,456)
(3,889)
Provisions for liabilities
Deferred tax liability
21
244,177
208,249
(244,177)
(208,249)
Net assets
606,535
124,555
Capital and reserves
Called up share capital
23
200
200
Revaluation reserve
67,299
Profit and loss reserves
539,036
124,355
Total equity
606,535
124,555
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 19 June 2025 and are signed on its behalf by:
M D Conway
Director
Company registration number 03048427 (England and Wales)
CLOTHES2ORDER LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance as previously reported at 1 January 2023
200
-
396,386
396,586
Prior year adjustment
3,414
3,414
Balance at 1 January 2023
200
399,800
400,000
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
85,391
85,391
Prior year adjustment
(836)
(836)
Total comprehensive income
-
-
84,555
84,555
Dividends
11
-
-
(360,000)
(360,000)
Balance at 31 December 2023 (as restated)
200
124,355
124,555
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
649,681
649,681
Dividends
11
-
-
(235,000)
(235,000)
Other movements
-
67,299
-
67,299
Balance at 31 December 2024
200
67,299
539,036
606,535
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Clothes2order Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 9 Wheel Forge Way, Off Ashburton Park Road West, Trafford Park, Manchester, M17 1EH.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain intangible assets at fair value. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The financial statements of the company are consolidated in the financial statements of Quayside 2015 Limited. These consolidated financial statements are available from Companies House.
1.2
Prior period restatement
The comparative figures at 31 December 2023 have been restated to include a company owned intangible assets with a NBV £2,578. As a result the profit and loss account for the year ended 31 December 2023 has decreased by £836 and the 2024 brought forward retained earnings has increased by £2,578.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover represents the provision of wholesale clothing and is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
20% straight line
Development costs
20% straight line
Domain
10% straight line
Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings and equipment
15-33% straight line
Computers
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.
1.7
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.9
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.10
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.
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.11
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 the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
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 rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Domain Valuation
Included within intangibles is a domain purchased in a prior year for an amount of £8,362. At the year end the directors have reviewed the item in line with available market information and have assessed that the item should be revalued to £69,877. The directors have utilised readily available information of similar domains and conducted thorough research incorporating details from established search engines.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Provision of digital printing and emboridery services for clothing
15,613,205
16,064,790
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
14,876,262
15,202,915
Europe
337,245
472,800
Rest of the world
399,698
389,075
15,613,205
16,064,790
2024
2023
£
£
Other revenue
Interest income
55,191
16,442
4
Exceptional item
2024
2023
£
£
Expenditure
Exceptional item
-
451,449
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Exceptional item
(Continued)
- 19 -
Exceptional items arose during the prior year due to one off expenditures incurred which are not part of normal trading performance. The costs related to, respectively:
£186,474 write off of software, development and design costs associated with a discontinued project;
£400,000 impairment of an investment in an associated company; and
(£135,025) relating to the release of a liability which is no longer due.
5
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
4,421
695
Fees payable to the company's auditor for the audit of the company's financial statements
23,500
21,000
Depreciation of owned tangible fixed assets
164,511
364,781
Depreciation of tangible fixed assets held under finance leases
42,766
46,025
Profit on disposal of tangible fixed assets
(18,157)
-
Amortisation of intangible assets
18,392
836
Operating lease charges
317,477
291,875
The audit fee includes fees for the audit of the Group, the audit fee for Clothes2order Limited for 2024 was £20,500.
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Warehouse
13
14
Production
102
103
Admin
40
40
Total
155
157
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
4,627,780
4,809,236
Social security costs
480,312
437,185
Pension costs
238,830
93,272
5,346,922
5,339,693
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
487,907
463,428
Company pension contributions to defined contribution schemes
129,875
26,129
617,782
489,557
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2023 - 5).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
134,841
141,225
Company pension contributions to defined contribution schemes
84,555
7,613
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
55,191
14,072
Other interest income
2,370
Total income
55,191
16,442
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
14,277
38,684
Interest on finance leases and hire purchase contracts
14,942
1,582
Other interest
64,125
55,389
93,344
95,655
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
201,245
106,777
Adjustments in respect of prior periods
(101,519)
Total current tax
201,245
5,258
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
2024
2023
£
£
(Continued)
- 21 -
Deferred tax
Origination and reversal of timing differences
35,928
(30,460)
Total tax charge/(credit)
237,173
(25,202)
The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
886,854
59,353
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
221,714
14,838
Tax effect of expenses that are not deductible in determining taxable profit
16,716
100,000
Tax effect of utilisation of tax losses not previously recognised
(58,758)
Effect of change in corporation tax rate
(5,589)
Depreciation on assets not qualifying for tax allowances
248
29,269
Amortisation on assets not qualifying for tax allowances
209
Under/(over) provided in prior years
(74,711)
Deferred tax movement
(30,460)
Unrecognised losses
(1,505)
Taxation charge/(credit) for the year
237,173
(25,202)
11
Dividends
2024
2023
£
£
Final paid
235,000
360,000
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
12
Intangible fixed assets
Software
Development costs
Domain
Total
£
£
£
£
Cost
At 1 January 2024
8,362
8,362
Additions
166,651
-
166,651
Revaluation
61,515
61,515
Transfers
69,690
-
69,690
At 31 December 2024
69,690
166,651
69,877
306,218
Amortisation and impairment
At 1 January 2024
5,784
5,784
Amortisation charged for the year
18,392
-
18,392
Eliminated on revaluation
(5,784)
(5,784)
At 31 December 2024
18,392
-
18,392
Carrying amount
At 31 December 2024
51,298
166,651
69,877
287,826
At 31 December 2023
2,578
2,578
During the year, the trade and intangible fixed assets were transferred from Brilliant Tech Limited, a company with a common director, at a consideration of £69,690.
The directors have revalued the intangible domain asset to recognise the obtainable market value of the domain of £69,877. The valuation has been formed in accordance with the judgment and key sources of estimation uncertainty set out in note 2.
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
13
Tangible fixed assets
Fixtures, fittings and equipment
Computers
Total
£
£
£
Cost
At 1 January 2024
2,205,603
2,437
2,208,040
Additions
215,520
215,520
Disposals
(871,822)
(871,822)
Transfers
2,437
(2,437)
At 31 December 2024
1,551,738
1,551,738
Depreciation and impairment
At 1 January 2024
1,370,473
1,108
1,371,581
Depreciation charged in the year
290,689
290,689
Eliminated in respect of disposals
(870,319)
(870,319)
Change in UEL
(83,412)
(83,412)
Transfers
1,108
(1,108)
At 31 December 2024
708,539
708,539
Carrying amount
At 31 December 2024
843,199
843,199
At 31 December 2023
835,130
1,329
836,459
During the year, the useful economic life of twenty eight pieces of machinery were reviewed together with the expected residual value. As a result the current year's depreciation was reduced by £142,294 and a further £83,412 was reversed from previous years.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts:
2024
2023
restated
£
£
Fixtures, fittings and equipment
148,456
69,038
14
Fixed asset investments
2024
2023
£
£
Unlisted investments
1
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Fixed asset investments
(Continued)
- 24 -
Movements in fixed asset investments
Investments
£
Cost or valuation
At 1 January 2024
1
Impairment
(1)
At 31 December 2024
-
Carrying amount
At 31 December 2024
-
At 31 December 2023
1
The impairment in the value of the company's investment in Brilliant Tech Limited was made following the company becoming dormant.
15
Stocks
2024
2023
£
£
Finished goods and goods for resale
450,022
514,289
16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
247,235
432,281
Corporation tax recoverable
39,105
Amounts owed by group undertakings
460,000
460,000
Other debtors
436,113
246,907
Prepayments and accrued income
86,274
69,498
1,229,622
1,247,791
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
17
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
19
3,865
266,667
Obligations under finance leases
20
62,306
3,975
Payments received on account
159,744
155,408
Trade creditors
1,386,757
1,473,520
Amounts owed to group undertakings
2,195
Corporation tax
201,245
Other taxation and social security
1,199,264
1,626,755
Other creditors
22,776
5,257
Accruals and deferred income
94,312
319,596
3,132,464
3,851,178
18
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
19
3,889
Obligations under finance leases
20
81,456
81,456
3,889
19
Loans and overdrafts
2024
2023
£
£
Bank loans
3,865
270,556
Payable within one year
3,865
266,667
Payable after one year
3,889
20
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
62,306
3,975
In two to five years
81,456
143,762
3,975
Finance lease payments represent rentals payable by the company for certain items of fixtures, fittings and equipment. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
21
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
247,192
208,249
Retirement benefit obligations
(3,015)
-
244,177
208,249
2024
Movements in the year:
£
Liability at 1 January 2024
208,249
Charge to profit or loss
35,928
Liability at 31 December 2024
244,177
The deferred tax liability set out above in relation to accelerated capital allowances is expected to reverse within 36 months.
The deferred tax asset set out above relating to retirement benefit obligations is expected to reverse within 12 months.
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
238,830
93,272
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
23
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
200
200
200
200
The company has one class of ordinary shares which carry no right to fixed income.
CLOTHES2ORDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
24
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
247,671
195,674
Between two and five years
185,860
260,156
433,531
455,830
25
Related party transactions
During the year, Clothes2order Limited paid £137,000 (2023: £137,000) in rent to Quayside Property Holdings Limited, a company under common control.
26
Directors' transactions
An overdrawn loan account was outstanding with one of the Directors at the balance sheet date. The loan balance is classified in other debtors and no interest was charged. This amount was cleared post year-end.
Dividends totalling £235,000 (2023 - £360,000) were paid in the year in respect of shares held by the company's directors.
Description
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Director
230,275
366,501
(239,446)
357,330
230,275
366,501
(239,446)
357,330
27
Ultimate controlling party
The immediate parent company is Quayside 2012 Limited, which is a company incorporated in England & Wales.
The ultimate parent company is Quayside 2015 Limited, which is a company incorporated in England & Wales.
The ultimate controlling party of the company is Michael Conway.
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