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Registered number: 01689093









Cleland McIver Limited









Annual Report and Financial Statements

For the year ended 30 September 2024

 
Cleland McIver Limited
 
 
Company Information


Directors
J J R McIver 
H L Bostock 
L J Knight 
J K W McIver 
B A McIver 




Company secretary
J McIver



Registered number
01689093



Registered office
Hollingworth Mill
Smithybridge Road

Littleborough

Rochdale

OL15 8QF




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG




Bankers
HSBC Bank plc
1 Centenary Square

Birmingham

B1 1HQ





 
Cleland McIver Limited
 

Contents



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditors' Report
 
7 - 10
Statement of Comprehensive Income
 
11
Balance Sheet
 
12
Statement of Changes in Equity
 
13
Statement of Cash Flows
 
14
Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 37


 
Cleland McIver Limited
 
 
Strategic Report
For the year ended 30 September 2024

Introduction
 
The directors present their strategic report for the year ended 30 September 2024.

Business review
 
Cleland continue to design, develop, and innovate products for the Dunelm Home.
The strategy of the company and its principles remain to support Dunelm, exclusively servicing all platforms of opportunity, co-ordinated imported ranges with UK production.
We continue to invest in our operational sites and loyal supply chain which offer fast track overseas supply.
Turnover in the year was £75.9m (
2023: £80.4m), a decrease of 5.6%. Inflation and higher borrowing rates have increased pressure on consumers and businesses. Despite this, we have continued to invest in our product offering to offer Dunelm’s customers a more extensive range. Dunelm continue to open new stores across the UK, and we expect this to continue into the next financial year. With this in mind, we anticipate a return to turnover growth in 2025. 
Gross profit margin has improved to 24.2% (
2023: 23.7%). This is despite a year of increased freight costs due to ongoing conflicts and has required tight cost controls throughout the business. A loss of £4.1m (2023: £3.0m) was recorded in the Statement of Comprehensive Income. Largely due to a fair value adjustment on the forward contracts in place, following increases in the GBP:USD exchange rate at the year end. 
Higher base interest rates, along with a new bank loan to fund the investment detailed below, have increased interest costs in the year by 10.3% on last year. We anticipate that base rates will reduce during the next financial year. Further information on the new bank loan can be found in note 21.  
During the year, we began the process of consolidating our three operational sites into one, purpose-built site. This has meant incurring exceptional costs outside of the business norm. These costs totalled £522k and have been reported separately in our financial statements. As the project will run over two financial years, there will be further exceptional costs next financial year.  Subsequent to the year end, the Company has completed the sale of one of the operational sites, the financial impact of this will be included in the results of the next financial year.
Profit after Tax was £1.2m (
2023: £2.2m). Despite the disappointing reduction in PAT, we are optimistic about the coming year. Improving consumer confidence, alongside an increased product offering should bolster sales. Whilst the investment in our new operational site should allow us to achieve efficiencies that we’ve not been able to achieve before. Cost control remains pivotal to future success and is a focus throughout the business. 
Stock has fallen by 12.6% from prior year to £13.6m. The Company is showing a net current liability position at 30 September 2024 of £1.3m (
2023: net current assets of £7.9m), largely a result of the fair value of forward contracts, which are shown as a £6.1m liability at year end (2023: asset of £660k), which as noted above is due to the GBP:USD exchange rate. The Company has a healthy net assets potion of £10.2m net assets at the year end (2023: £14.7m) and the balance sheet remains strong, despite the challenges discussed above.

Page 1

 
Cleland McIver Limited
 

Strategic Report (continued)
For the year ended 30 September 2024

Principal risks and uncertainties
 
The Home Furnishing market remains extremely competitive with the key areas being volatility of currency, commodity, and freight. We have worked collectively with Dunelm and our supply chain to creatively support sustainable solutions to meet customer expectations whilst maintaining demand.
Loyal suppliers and an ever-improving Cleland Team enable us to be diverse in our product offer and ways of working to adapt to an ever-improving business that expects a high level of customer service.
Cleland’s colleague long-term service plan and capability incentive scheme gives a genuine reason to stay and develop to support the business passion for succession.
The more you learn the more you earn.
Cleland’s family values are an extremely important part of our one team work ethic. 

Key performance indicators (KPI's)
 
The Company's financial key performance indicators comprise turnover, gross profit and cash flow which are all discussed in the business review above. 
The Company has several non-financial KPI’s that are used to measure performance. Customer service level, measured as the number of orders that are stocked and distributed, is tracked daily. This allows us to track performance against targets set out in service level agreements with customers. 
A supplier scorecard is used to monitor supplier performance against different targets. This helps to ensure that standards are maintained and helps to strengthen relationships with suppliers.
Health and Safety KPI’s are of particular focus and the recording and measurement of accidents and near misses allow us to identify potential issues early and put solutions in place.
An employee engagement survey is undertaken annually to gauge opinions on how employees feel about the company and to understand what is being done well and what can be improved on.

Future developments
 
The Board Of Directors will continue to invest in a robust, structured and Strong Senior Management Team alongside improved processes and systems, we continue to drive sustainability across our business and product offer .
A well organised and structured journey plan supports the business potential, an open and honest approach to the efficiency standards across the business enables us to support efficiency potential .
Cleland will continuously invest in IT, Operation and Stock Management Systems to complement our “Better Informed creates better Decisions” culture. 

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors' compliance with their duty to promote the success of the company is disclosed in detail within the Directors' Report.

Page 2

 
Cleland McIver Limited
 

Strategic Report (continued)
For the year ended 30 September 2024


This report was approved by the board and signed on its behalf.



J J R McIver
Director

Date: 4 March 2025

Page 3

 
Cleland McIver Limited
 
 
 
Directors' Report
For the year ended 30 September 2024

The directors present their report and the financial statements for the year ended 30 September 2024.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,190,023 (2023:£2,213,774).

Dividends of £450,000 (2023: £200,000) were paid during the year. The directors do not recommend the payment of a final dividend. 

Directors

The directors who served during the year were:

J J R McIver 
H L Bostock 
L J Knight 
J K W McIver 
B A McIver 

Future developments

Details of future developments are disclosed in the Strategic Report. 

Page 4

 
Cleland McIver Limited
 
 
 
Directors' Report (continued)
For the year ended 30 September 2024

Engagement with suppliers, customers and others

The Board of Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider would be most likely to promote the success of the Company for the benefit of its members as a whole.
The Board will consider a range of matters when looking at the long term success of the business, and therefore strategic decisions will fully consider the factors associated with s172.
Our employee stakeholders were fundamental to the significant decisions made in the year, with the aim of strengthening the opportunity for long term business success and therefore job security. 
Employee communication is also made formally and informally on a regular basis through noticeboards and a variety of other means.
The business engages with its customer from the new product development phase through to subsequent account management. Meanwhile our production sites are accessible for quality audits, and similarly the same high standards are applied by the company to ensure the suitability and technical capability of our supply partners.
The company is focused on managing and reducing its carbon footprint and energy reduction through a variety of measures on an ongoing basis.
In the community, the business continually employs local skills, and has supported a variety of local causes.
Shareholder value remains at the core of all strategic decision making.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company's greenhouse gas emissions and energy consumption are as follows: 


2024
2023

Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
73
132

Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
199
197

Energy consumed from activities for which the Company is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Company for its own use, including for the purposes of transport, in kWh
1,315,343
1,590,775

This information was compiled by the Directors.

Management have chosen the metric of CO2e per turnover as the most appropriate way to track energy efficiency, calculated as kg of CO2 generated divided by turnover. For the year ended 30 September 2024, this was 0.359% (2023:  0.410%).

Page 5

 
Cleland McIver Limited
 
 
 
Directors' Report (continued)
For the year ended 30 September 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

In January 2025, the Company completed the sale of one of their operational sites, as disclosed in the Strategic Report. There have been no other significant events affecting the Company since the year end

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





J J R McIver
Director

Date: 4 March 2025

Page 6

 
Cleland McIver Limited
 
 
 
Independent Auditors' Report to the Members of Cleland McIver Limited
 

Opinion


We have audited the financial statements of Cleland McIver Limited (the 'Company') for the year ended 30 September 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of cash flows, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 30 September 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 7

 
Cleland McIver Limited
 
 
 
Independent Auditors' Report to the Members of Cleland McIver Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In 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 set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
Cleland McIver Limited
 
 
 
Independent Auditors' Report to the Members of Cleland McIver Limited (continued)


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 an auditors' 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.


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:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector in which the company operates; the control environment and business     performance including key drivers for directors' remuneration, bonus levels and performance targets.
• The outcome of enquiries of  management, including whether management was aware of any instances of 
 non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected,    or alleged fraud. 
• Supporting documentation relating to the Company's policies and procedures for:
    - Identifying, evaluating, and complying with laws and regulations
    - Detecting and responding to the risks of fraud
• The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the    financial statements and any potential indicators of fraud.
• The legal and regulatory framework in which the Company operates, particularly those laws and regulations which    have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or    which had a fundamental effect on the operations of the Company, including General Data Protection requirements,   and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with    the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
• Discussions with management, including consideration of known or suspected instances of non-compliance with    laws and regulations and fraud.
• Evaluation  of management’s controls designed to prevent and detect irregularities.
• Enquiring of management about any actual and potential litigation and claims.
• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of    material misstatement due to fraud.
We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments;
• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the    judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of    business.
 
Page 9

 
Cleland McIver Limited
 
 
 
Independent Auditors' Report to the Members of Cleland McIver Limited (continued)


We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  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.


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 auditors' report.


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 2006Our 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 auditors' 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.





John Glover (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

5 March 2025
Page 10

 
Cleland McIver Limited
 
 
Statement of Comprehensive Income
For the year ended 30 September 2024

2024
2023
Note
£
£

  

Turnover
 4 
75,888,506
80,357,362

Cost of sales
  
(57,536,994)
(61,282,661)

Gross profit
  
18,351,512
19,074,701

Distribution costs
  
(5,544,737)
(5,512,148)

Administrative expenses
  
(9,907,349)
(9,976,909)

Exceptional administrative expenses
 12 
(521,965)
-

Operating profit
 5 
2,377,461
3,585,644

Interest receivable and similar income
  
35,858
23,154

Interest payable and similar expenses
 9 
(785,393)
(711,854)

Profit before tax
  
1,627,926
2,896,944

Tax on profit
 10 
(437,903)
(683,170)

Profit for the financial year
  
1,190,023
2,213,774

Other comprehensive income for the year
  

Fair value movements on cash flow hedging instruments
  
(7,054,342)
(6,932,680)

Tax relating to components of other comprehensive income
  
1,763,586
1,733,170

Movement in fair value of interest rate swap
  
-
28,777

Other comprehensive income for the year
  
(5,290,756)
(5,170,733)

Total comprehensive income for the year
  
(4,100,733)
(2,956,959)

The notes on pages 16 to 37 form part of these financial statements.

Page 11

 
Cleland McIver Limited
Registered number: 01689093

Balance Sheet
As at 30 September 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 14 
15,006,823
10,003,282

Investments
 15 
1
1

  
15,006,824
10,003,283

Current assets
  

Stocks
 16 
13,552,034
15,509,780

Debtors: amounts falling due after more than one year
 17 
675,760
-

Debtors: amounts falling due within one year
 17 
7,546,175
9,147,552

Cash at bank and in hand
 18 
706,482
2,645,975

  
22,480,451
27,303,307

Creditors: amounts falling due within one year
 19 
(23,743,434)
(19,434,611)

Net current (liabilities)/assets
  
 
 
(1,262,983)
 
 
7,868,696

Total assets less current liabilities
  
13,743,841
17,871,979

Creditors: amounts falling due after more than one year
 20 
(3,577,414)
(2,391,741)

Provisions for liabilities
  

Deferred tax
  
-
(763,078)

Net assets
  
10,166,427
14,717,160


Capital and reserves
  

Called up share capital 
 24 
70,800
70,800

Revaluation reserve
 25 
60,019
60,019

Other reserves
 25 
(4,642,867)
647,889

Profit and loss account
 25 
14,678,475
13,938,452

  
10,166,427
14,717,160


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J J R McIver
H L Bostock
Director
Director


Date: 4 March 2025

The notes on pages 16 to 37 form part of these financial statements.

Page 12

 
Cleland McIver Limited
 

Statement of Changes in Equity
For the year ended 30 September 2024


Called up share capital
Revaluation reserve
Fair value reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 October 2022
70,800
60,019
5,818,622
11,924,678
17,874,119


Comprehensive income for the year

Profit for the year
-
-
-
2,213,774
2,213,774

Movement in fair value of foreign currency contracts
-
-
(6,932,680)
-
(6,932,680)

Taxation in respect of items of other comprehensive income
-
-
1,733,170
-
1,733,170

Movement in fair value of interest rate swap
-
-
28,777
-
28,777
Total comprehensive income for the year
-
-
(5,170,733)
2,213,774
(2,956,959)


Contributions by and distributions to owners

Dividends
-
-
-
(200,000)
(200,000)



At 1 October 2023
70,800
60,019
647,889
13,938,452
14,717,160


Comprehensive income for the year

Profit for the year
-
-
-
1,190,023
1,190,023

Movement in fair value of foreign currency contracts
-
-
(7,054,342)
-
(7,054,342)

Taxation in respect of items of other comprehensive income
-
-
1,763,586
-
1,763,586
Total comprehensive income for the year
-
-
(5,290,756)
1,190,023
(4,100,733)


Contributions by and distributions to owners

Dividends
-
-
-
(450,000)
(450,000)


At 30 September 2024
70,800
60,019
(4,642,867)
14,678,475
10,166,427


The notes on pages 16 to 37 form part of these financial statements.

Page 13

 
Cleland McIver Limited
 

Statement of Cash Flows
For the year ended 30 September 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
1,190,023
2,213,774

Adjustments for:

Depreciation of tangible assets
795,765
759,255

Interest paid
785,393
711,854

Interest received
(35,858)
(23,154)

Taxation charge
437,903
683,170

Decrease/(increase) in stocks
1,957,746
(3,506,238)

Decrease in debtors
943,583
76,869

(Decrease)/increase in creditors
(1,551)
297,186

Corporation tax paid
(598,771)
(548,516)

Net cash generated from operating activities

5,474,233
664,200


Cash flows from investing activities

Purchase of tangible fixed assets
(5,799,306)
(802,990)

Interest received
35,858
23,154

HP interest paid
-
(561)

Net cash used in investing activities

(5,763,448)
(780,397)

Cash flows from financing activities

New secured loans
3,000,000
-

Repayment of loans
(898,666)
(1,046,957)

Repayment of finance leases
-
(9,662)

Movements on invoice discounting
(497,031)
(58,500)

Dividends paid
(450,000)
(200,000)

Interest paid
(785,393)
(711,293)

Net drawdown of trade credit facility
(2,019,188)
3,709,568

Net cash generated from/(used in) financing activities
(1,650,278)
1,683,156

Net (decrease)/increase in cash and cash equivalents
(1,939,493)
1,566,959

Cash and cash equivalents at beginning of year
2,645,975
1,079,016

Cash and cash equivalents at the end of year
706,482
2,645,975


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
706,482
2,645,975


Page 14

 
Cleland McIver Limited
 

Analysis of Net Debt
For the year ended 30 September 2024





At 1 October 2023
Cash flows
Other non-cash changes
At 30 September 2024
£

£

£

£

Cash at bank and in hand

2,645,975

(1,939,493)

-

706,482

Debt due after 1 year

(2,207,737)

(3,000,000)

1,796,322

(3,411,415)

Debt due within 1 year

(9,344,634)

2,711,795

(1,796,322)

(8,429,161)

Invoice financing

(1,499,081)

497,031

-

(1,002,050)

Financial instruments

863,853

-

(7,054,342)

(6,190,489)


(9,541,624)
(1,730,667)
(7,054,342)
(18,326,633)

The notes on pages 16 to 37 form part of these financial statements.

Page 15

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

1.


General information

The company is a private company limited by shares, registered in England and Wales, registered number 01689093. The address of the registered office and principal place of business is Hollingworth Mill, Smithy Bridge Road, Littleborough, OL15 8QF. 
The principal activity of the company during the year was as a distributor of home textile products. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are dormant, and are deemed immaterial.

 
2.3

Going concern

The Company has net current liabilities of £1,262,983 (2023: assets of £7,868,696). 
The company net current liability position is a result of accounting for the financial instruments which is a non-cash/non-trading item and therefore excluding this the company has a net current asset position.
Detailed forecasts which cover the foreseeable future have been prepared. The forecasts prepared show that the Company will operate within its available facilities now agreed with the bank. Astute cash flow management will ensure that the Company remains a strong and viable business. 
As a result of the above, the Directors have prepared the accounts on a going concern basis.

Page 16

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 17

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

2.Accounting policies (continued)

 
2.7

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 18

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 19

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

2.Accounting policies (continued)


2.14
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2%
straight line
Plant and machinery
-
10%
straight line
Fixtures and fittings
-
10%
straight line
Computer equipment
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Freehold land is not depreciated. 
Assets subject to a finance lease have been depreciated over the length of the finance lease. 

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Page 20

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

2.Accounting policies (continued)

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 21

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

2.Accounting policies (continued)

 
2.21

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 
Page 22

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

2.Accounting policies (continued)


2.21
Financial instruments (continued)


Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments
With the exception of forward foreign exchange contracts, the Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
 
Page 23

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

2.Accounting policies (continued)


2.21
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.22

Hedge accounting

The Company uses foreign currency forward contracts to manage its exposure to cash flow risk on its overseas purchases. These derivatives are measured at fair value at each balance sheet date.

To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.

 
2.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the company at 30 September 2024 are as follows: 
Provision for obsolete and slow moving stocks
The Company reviews its stock to assess loss on account of obsolescence on a regular basis. In determining whether provision for obsolescence should be recorded in the profit and loss, the company makes judgements as to whether there is any observable data indicating that there is any future saleability of the product and the estimated net realisable value for such product. Accordingly, provision for impairment is made where the net realisable value is less than the cost based on best estimates by management. The provision for obsolescence of stock is based on the ageing and historical sales pattern. The value of stock held at the year end totalled £13,552,034 (2023: £15,509,780), which included impairments of £861,205 (2023: £823,513).

Page 24

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

4.


Turnover

The whole of turnover is attributable to the principal activity of the company. All turnover arose in the United Kingdom. 


5.


Operating profit

The operating profit is stated after charging/(crediting):

2024
2023
£
£

Exchange differences
(857,601)
(6)

Other operating lease rentals
474,027
475,659


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
35,000
35,000

Fees payable to the Company's auditors and their associates in respect of:

All other services
9,281
16,445

Page 25

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

7.


Employees

Staff costs, including agency staff and directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
8,731,153
8,054,839

Social security costs
701,118
696,034

Cost of defined contribution scheme
291,575
190,692

9,723,846
8,941,565


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Production staff
158
170



Administrative staff
66
63

224
233


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
946,881
1,562,645

Company contributions to defined contribution pension schemes
55,480
1,040

1,002,361
1,563,685


During the year retirement benefits were accruing to 2 directors (2023 -1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £658,585 (2023 -£1,189,948).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 (2023 -£NIL).

Page 26

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

9.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
785,393
711,293

Finance leases and hire purchase contracts
-
561

785,393
711,854


10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
116,508
610,598

Adjustments in respect of previous periods
(3,353)
(5,343)


Total current tax
113,155
605,255

Deferred tax


Origination and reversal of timing differences
324,748
77,915

Total deferred tax
324,748
77,915


Taxation on profit on ordinary activities
437,903
683,170
Page 27

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 -lower than) the standard rate of corporation tax in the UK of 25% (2023 -25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
1,627,926
2,896,944


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -25%)
406,982
724,236

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
10,449
34,143

Adjustments to tax charge in respect of prior periods
(3,353)
(5,343)

Other timing differences leading to an increase (decrease) in taxation
23,825
(69,866)

Total tax charge for the year
437,903
683,170


Factors that may affect future tax charges

There are no factors that may affect future tax charges.


11.


Dividends

2024
2023
£
£


Dividends paid
450,000
200,000


12.


Exceptional items

2024
2023
£
£


Relocation costs
521,965
-

During the period, costs were incurred in relation to relocating to a new premises which will be completed in the next financial year.

Page 28

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

13.


Intangible assets




Goodwill

£



Cost


At 1 October 2023
73,863



At 30 September 2024

73,863



Amortisation


At 1 October 2023
73,863



At 30 September 2024

73,863



Net book value



At 30 September 2024
-



At 30 September 2023
-



Page 29

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

14.


Tangible fixed assets





Freehold property
Plant and machinery
Fixtures and fittings
Computer equipment
Asset under construction
Total

£
£
£
£
£
£



Cost


At 1 October 2023
8,407,975
3,040,523
3,531,128
231,105
-
15,210,731


Additions
-
34,163
25,743
271,181
5,468,219
5,799,306



At 30 September 2024

8,407,975
3,074,686
3,556,871
502,286
5,468,219
21,010,037



Depreciation


At 1 October 2023
1,722,764
1,906,110
1,544,985
33,590
-
5,207,449


Charge for the year
133,101
247,004
329,692
85,968
-
795,765



At 30 September 2024

1,855,865
2,153,114
1,874,677
119,558
-
6,003,214



Net book value



At 30 September 2024
6,552,110
921,572
1,682,194
382,728
5,468,219
15,006,823



At 30 September 2023
6,685,211
1,134,413
1,986,143
197,515
-
10,003,282

Page 30

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

15.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 October 2023
1



At 30 September 2024
1





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

J C McIver & Co. Limited
Hollingworth Mill, Smithy Bridge Road, Littleborough, Lancashire, OL15 8QF
Ordinary
100%
Cleland Curtain Company Limited
Hollingworth Mill, Smithy Bridge Road, Littleborough, Lancashire, OL15 8QF
Ordinary
100%

All subsidiaries were dormant throughout the period. 


16.


Stocks

2024
2023
£
£

Raw materials and consumables
296,687
265,832

Finished goods and goods for resale
13,255,347
15,243,948

13,552,034
15,509,780


Page 31

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

17.


Debtors

2024
2023
£
£

Due after more than one year

Deferred tax asset
675,760
-


2024
2023
£
£

Due within one year

Trade debtors
5,776,958
6,735,847

Prepayments and accrued income
577,075
561,769

Trade credit facility in advance
1,192,142
986,083

Financial instruments
-
863,853

7,546,175
9,147,552


Financial instruments measured at fair value through other comprehensive income comprise fair value gains and losses on forward contracts, these are explained further in note 22.


18.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
706,482
2,645,975


Page 32

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

19.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
1,782,628
884,972

Trade creditors
4,586,689
3,426,552

Trade credit facility
6,646,533
8,459,662

Corporation tax
126,995
612,611

Other taxation and social security
1,462,006
3,236,365

Invoice discounting facility
1,002,050
1,499,081

Other creditors
487,856
474,552

Accruals and deferred income
1,458,188
840,816

Financial instruments
6,190,489
-

23,743,434
19,434,611


The trade credit facility is secured on the stock to which the facility relates. 
The invoice discounting facility is secured on the trade debts to which they relate.
Details of the bank loans can be seen in note 21.
Financial instruments measured at fair value through other comprehensive income comprise fair value gains and losses on forward contracts, these are explained further in note 22.


20.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
3,411,415
2,207,737

Government grants received
165,999
184,004

3,577,414
2,391,741


Details of the bank loans can be seen in note 21.

Page 33

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

21.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
1,782,628
884,972

Amounts falling due 1-2 years

Bank loans
2,641,962
610,733

Amounts falling due 2-5 years

Bank loans
769,453
1,597,004


5,194,043
3,092,709


One bank loan is due to be repaid within five years, via monthly installments, plus final installments totaling £1,901,273. Interest is charged at a variable rate, based on a set percentage above the Base rate as set by the Bank of England.
During the period, a further bank loan was taken which is to be fully drawn down on within the next financial year. This loan is to be repaid in installments over the 18 months from the initial draw down in July 2024 with a final repayment to be made in January 2026. Interest is charged at a variable rate, based on a set percentage above the Base rate as set by the Bank of England.
The bank loans are secured by a fixed and floating charge over all present and future assets of the Company.


22.


Financial instruments

2024
2023
£
£

Financial assets


Financial instruments measured at fair value through other comprehensive income
-
863,853


Financial liabilities


Financial instruments measured at fair value through other comprehensive income
(6,190,489)
-


Financial assets and liabilities measured at fair value through other comprehensive income comprise fair value gains and losses on forward contracts. The Company is hedging against exchange rate risk on future currency stock purchases by using forward exchange contracts. The fair value gain or loss on contracts in place at each year end is held in reserves. The periods over which the cash flows are expected to occur are in line with planned stock purchases in 2024 and 2025.

Page 34

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

23.


Deferred taxation




2024
2023


£

£






Liability at beginning of year
(763,078)
(2,418,333)


(Charged) to profit or loss
(324,748)
(77,915)


Credited to other comprehensive income
1,763,586
1,733,170



Asset /(liability) at end of year
675,760
(763,078)

The deferred taxation balance is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(886,142)
(564,461)

Arising on derivative contracts
1,547,622
(215,963)

Other timing differences
14,280
17,346

675,760
(763,078)


24.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



40,214 (2023 - 0) Ordinary A shares of £1 each
40,214
-
17,948 (2023 - 0) Ordinary B shares of £1 each
17,948
-
7,328 (2023 - 0) Ordinary C shares of £1 each
7,328
-
4,380 (2023 - 0) Ordinary D shares of £1 each
4,380
-
930 (2023 - 0) Ordinary E shares of £1 each
930
-
0 (2023 -70,800) Ordinary shares of £1 each
-
70,800

70,800

70,800

During the period, 70,800 Ordinary shares of £1 each were re-designated as follows: 
- 40,214 A Ordinary Shares of £1 each
- 17,948 B Ordinary Shares of £1 each
- 7,328 C Ordinary Shares of £1 each
- 4,380 D Ordinary Shares of £1 each
- 930 E Ordinary Shares of £1 each
The A, B, C, D, E Ordinary shares rank pari passu in all respects and are regarded as separate classes of shares for the purposes of dividends only.


Page 35

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

25.


Reserves

Revaluation reserve

The revaluation reserve includes all revaluation surpluses and deficits in the revaluation of property, plant and equipment. 
Fair value reserve
The fair value reserve includes all gains and losses made on forward contracts net of deferred tax. 

Profit and loss account

The profit and loss account reserve records retained earnings and accumulated losses. 


26.


Capital commitments


At 30 September 2024 the Company had capital commitments as follows:

2024
2023
£
£


Contracted for but not provided in these financial statements
2,383,103
-


27.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £291,575 (2023: £190,692) . Contributions totalling £27,860 (2023: £24,978) were payable to the fund at the balance sheet date and are included in creditors.


28.


Commitments under operating leases

At 30 September 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
2,281,860
721,885

Later than 1 year and not later than 5 years
8,249,852
2,475,681

Later than 5 years
16,365,290
1,017,398

26,897,002
4,214,964


29.Other financial commitments

The bank have provided a guarantee in favour of H M Revenue & Customs limited to £800,000 (2023: £800,000).

Page 36

 
Cleland McIver Limited
 
 
 
Notes to the Financial Statements
For the year ended 30 September 2024

30.


Related party transactions

During the year, dividends totalling £450,000 (2023: £200,000) were paid to directors. 


31.


Controlling party

The company is under the control of Mr J J R McIver by virtue of his majority shareholding in the company. 
 
Page 37