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Registered number: NI662181
J & H GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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J & H GROUP LTD
COMPANY INFORMATION
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Veronica Mackle (appointed 4 December 2024, resigned 24 March 2025)
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Charlotte Ann Mackle (appointed 4 December 2024)
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Stephen Anthony Jordan (appointed 4 December 2024)
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Elaine Fiona Hall (appointed 4 December 2024)
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Philip Hamilton (appointed 4 December 2024)
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AAB Group Accountants Limited
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J & H GROUP LTD
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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J & H GROUP LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the strategic report for the year ended 31 December 2024.
The principal activity of the group is that of a holding company and manufacturing of pet food.
There has been no significant change in these activities during the year ended 31 December 2024.
The group has recorded a 2.7% increase in turnover, with a gross margin of 27.3% (2023: 23.4%). The group are reporting a profit before tax of £3,051,615 (2023: £2,946,440).
Principal risks and uncertainties
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The principal risks and uncertainties affecting the Group are controlling raw material costs and maintaining sales levels. The Group's management endeavours to mitigate these risks by implementing regular strategic and operational reviews.
The Group's operations expose it to a variety of financial risk that are analysed under separate subheadings below.
The Group has a risk management programme in place that seeks to limit the adverse effects of these risks on the financial performance of the Group.
Currency Risk
The group's principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does note demand that these exposures be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.
Finance and interest rate risk
The group's objective in relation to interest rate management is to minimise the impact of interest rate volatility on interest costs in order to protect recorded profitability. A long term strategy for the management of the exposure considers the amounts of floating rate debt that is anticipated over the period and the sensitivity of the interest charge on this debt to changes in interest rates, and the resultant impact on reported profitability.
Liquidity and cash flow risk
The group's objective is to maintain a balance between the continuity of funding and flexibility through the use of borrowings with a range of maturities. The group's policy is to ensure that sufficient resources are available either from cash balances, cash flows and near liquid investments to ensure all obligations can be met when they fall due.
Credit risk
Customers who wish to trade on credit terms are subject to strict verification procedures in advance of credit being awarded and are continually being monitored.
Inflation risk
As a result of the rising rate of inflation the group has seen the impact of this through rising costs. The company have an economic policy in place to review costs regularly and to minimise the impact of these rising costs where possible.
Page 1
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J & H GROUP LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
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The financial key performance indicators used by the company are turnover level and gross profit margins on sales.
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Profit before tax margin (%)
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Other key performance indicators
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Environment
The company recognises its responsibility to carry out its operations whilst minimising environmental impacts. The directors' continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste whenever possible.
Human resources
The company's most important resource is its people, their knowledge and experience is crucial to meeting customer requirements. Retention of key staff is critical.
Health and safety
The company is committed to achieving the highest practicable standards in health and safety management and strives to make its offices safe environments for employees and customers alike.
Directors' statement of compliance with duty to promote the success of the Group
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The Directors of J & H Group Ltd must act in accordance with their duties under the Companies Act 2006. These include a fundamental duty to promote the success of the group for the benefit of its members as a whole. This duty has been central to the board’s decision-making processes and outcomes for many years and will continue to play a significant part in the decision making. The information which follows below describes how, in performing their duties during the year, the Directors’ have had regard to the matters set out in Section 172 (1) (a) to (f) of the Act and constitutes the Board’s section 172 statement for 2023.
The company's key stakeholders are considered to be:
- Employees
- Customers
- Suppliers
- Community and environment
Employees
The employees of J & H Group Ltd are at the heart of the everything the group does. The board have established and continue to promote a strong family culture in the group to ensure the employees feel valued and part of a stable working environment. During the year, a number of events where held which promoted awareness of mental health and the benefits of exercise. A comprehensive staff survey was performed, and for the first time, the group held a Staff Engagement Day to which all staff were invited. In addition to attractive financial benefits, we provide comprehensive healthcare coverage and wellbeing programs. The Board promote health and safety within the group and ensure a safe working environment exists through regular training, risk assessments, method statements, and compliance with industry standards.
Page 2
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J & H GROUP LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Suppliers
The board recognises the key role suppliers play in ensuring the group delivers a quality product to customers. J & H Group Ltd believe in building long-term relationships with our supply chain, ensuring mutual trust and understanding. The directors maintain strong communication with their supply chain partners by having regular meetings as well as obtaining key information from routine business updates and presentations. We adopt fair practices and recognise the importance of prompt payments, enabling them to sustain their operations, invest in growth, and maintain a stable supply chain.
Customers
The directors maintain strong communication with its customers by having regular update meetings both on and off site. These meetings facilitate a detailed review of their contracts to focus on maintaining strong relationships, which the directors feel is key to the continued success of the business. By consistently delivering on our promises and exceeding expectations, we establish ourselves as a reliable and dependable partner.
Community and environment
J & H Group Ltd value local communities and the environment, especially in the two locations where we operate. We are committed to making a positive impact in these areas. We believe in sustainable growth that benefits not only our business but also the communities in which we operate. One way we demonstrate our commitment is through our apprenticeship and trainee manager programmes. By offering opportunities for skill development and employment, we invest in the future of the local workforce and contribute to the overall prosperity of the community.
We actively engage with local charities by making regular donations and supporting their initiatives. These contributions help address pressing social issues and improve the lives of individuals and families in our community.
The group is also involved with local schools (by undertaking mock interview sessions, and by providing factory tours and company presentations) and with sports clubs by way of sponsorship and prize donations.
Furthermore, our group takes proactive measures to reduce our carbon footprint. We implement sustainable practices, such as recycling, using energy-efficient technologies, and responsible waste management, to ensure that we operate in an environmentally sustainable manner.
This report was approved by the board on 18 June 2025 and signed on its behalf.
Page 3
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J & H GROUP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to £2,101,272 (2023 - £2,238,334).
Ordinary dividends were declared amounting to £400,000. The directors do not recommend payment of a further dividend.
The directors who served during the year and up to the date of signing the financial statements were:
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Veronica Mackle (appointed 4 December 2024, resigned 24 March 2025)
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Charlotte Ann Mackle (appointed 4 December 2024)
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Stephen Anthony Jordan (appointed 4 December 2024)
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Elaine Fiona Hall (appointed 4 December 2024)
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Philip Hamilton (appointed 4 December 2024)
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Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group'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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The company plans to continue its present activities and current trading levels. Employees are kept as fully informed as practicable about developments within the business.
Engagement with employees
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The group's policy is to consult and discuss with employees where appropriate matters likely to affect employees' interests.
Page 4
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J & H GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Engagement with suppliers, customers and others
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See section 172(1) Statement within the Stragetic Report.
Greenhouse gas emissions, energy consumption and energy efficiency action
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Quantification and reporting methodology:
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting.
The table below summarises the GHG emissions for the reporting year: 1 January 2024 to 31 December
2024.
Intensity measurement:
The chosen intensity measurements are the total gross emissions in metric tonnes CO2e:
• per Full Time Equivalent employees (FTE)
• per quantity of tonne produced
Measurements taken to improve efficiency:
We have continued to embed a culture of energy efficiency within the business, with energy reductions measured and compared in quarters. Rewards are given to employees when energy reduction targets are met, which has seen great results. Continued maintenance of plant and machinery to ensure they are running in an efficient manner. Innovation is a core value to Mackle Petfoods, with investment in 2024 in replacing the canning production line with new equipment. Whilst not an efficiency improvement, from July 2024 we have switched to Renewable Electricity to reduce our carbon emissions.
Disclosure of information to auditors
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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 and the Group'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 and the Group's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
Page 5
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J & H GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
AAB Group Accountants Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
This report was approved by the board on 18 June 2025 and signed on its behalf.
Page 6
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J & H GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & H GROUP LTD
We have audited the financial statements of J & H Group Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 7
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J & H GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & H GROUP LTD (CONTINUED)
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 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Page 8
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J & H GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & H GROUP LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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 Group 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:
We obtained an understanding of the legal and regulatory framework applicable to the company through enquiry of management, industry research and the application of cumulative audit knowledge. We identified the following principal laws and regulations relevant to the company – Companies Act 2006 and the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102).
We developed an understanding of the key fraud risks to the entity (including how fraud might occur), the controls in place to help mitigate those risks, and the accounts, balances and disclosures within the financial statements which may be susceptible to management bias. Our understanding was obtained through review of the financial statements for significant accounting estimates, analysis of journal entries, walkthrough of the key controls cycles in place and enquiry of management.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
∙Auditing the risk of management override of controls, including through testing journal entries and toher adjustments for appropriateness, and evaluating the business rationale of significant transactions outsdie the normal course of business.
Page 9
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J & H GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & H GROUP LTD (CONTINUED)
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 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.
Teresa Campbell (Senior Statutory Auditor)
for and on behalf of
AAB Group Accountants Limited
Statutory Auditors
Howard House
30 Northland Row
Dungannon
Co. Tyrone
BT71 6AP
18 June 2025
Page 10
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J & H GROUP LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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Other comprehensive income 1
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Other comprehensive income for the year
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Total comprehensive income for the year
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Profit for the year attributable to:
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Owners of the parent Company
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The notes on pages 19 to 38 form part of these financial statements.
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Page 11
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J & H GROUP LTD
REGISTERED NUMBER: NI662181
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Net assets excluding pension asset
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Capital redemption reserve
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Equity attributable to owners of the parent Company
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 June 2025.
The notes on pages 19 to 38 form part of these financial statements.
Page 12
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J & H GROUP LTD
REGISTERED NUMBER: NI662181
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Net assets excluding pension asset
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Other changes in the profit and loss account
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 June 2025.
The notes on pages 19 to 38 form part of these financial statements.
Page 13
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J & H GROUP LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares issued during the year
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Total transactions with owners
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|
The notes on pages 19 to 38 form part of these financial statements.
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Page 14
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J & H GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Other comprehensive income for the year
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Comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares issued during the year
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Total transactions with owners
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|
The notes on pages 19 to 38 form part of these financial statements.
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Page 15
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|
J & H GROUP LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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|
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Profit for the financial year
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Decrease/(increase) in stocks
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Decrease/(increase) in debtors
|
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(Decrease)/increase in creditors
|
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|
Corporation tax (paid)/received
|
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|
Net cash generated from operating activities
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Cash flows from investing activities
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|
Purchase of tangible fixed assets
|
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|
Sale of tangible fixed assets
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Government grants received
|
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Net cash from investing activities
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Page 16
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|
J & H GROUP LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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Cash flows from financing activities
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Repayment of/new finance leases
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Loans due from/(repaid to) directors
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Movements on invoice discounting
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
|
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Cash and cash equivalents at the end of year
|
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 19 to 38 form part of these financial statements.
|
Page 17
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|
J & H GROUP LTD
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
The notes on pages 19 to 38 form part of these financial statements.
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Page 18
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J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
J & H Group Ltd is a private company limited by shares incorporated in Northern Ireland. The registered office is Keenaghan, Corrigan Hill Road, Dungannon, Co Tyrone, BT71 6SL.
The group consists of J & H Group Ltd and all of its subsidiaries.
2.Accounting policies
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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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
On the 4th December 2024, J&H Group Ltd aquired the share capital of John Mackle (Moy) Limited, Naturo Pet Products Ltd and Mackle Petfoods Inc in a share for share exchange.
The group reconstruction has been accounted for using the merger accounting method as it is considered to meet the requirements of FRS 102.
The concept of merger accounting results in the company's financial statements being prepared as if the group had always exisited and therefore the group financial statements reflect the results of the combined entities for the year ended 31 December 2024 with comparative financial statements for the year end 31 December 2023.
Page 19
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J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group 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 Group 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.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.
Page 20
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|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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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 and the Group operate and generate 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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 21
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|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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|
Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a straight line basis for freehold property and on a reducing balance basis for all other assets.
Depreciation is provided on the following basis:
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8.33% - 15% Reducing balance
|
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
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.
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.
Page 22
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|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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|
|
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 Consolidated 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 Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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|
|
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.
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
Increases in provisions are generally charged as an expense to profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Balance Sheet when the Group 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of
Page 23
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|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
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.
Basic 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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
Page 24
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|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
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.
The whole of the turnover is attributable to the production of pet food.
|
|
No analysis of revenue by geographical area has been provided as, in the opinion of the directors such disclosure would be seriously prejudicial to the interests of the Group.
|
|
|
Government grants receivable
|
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|
|
|
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The operating profit is stated after charging:
|
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|
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Depreciation charged on owned tangible fixed assets
|
|
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Depreciation charged on financed tangible fixed assets
|
|
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|
|
|
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|
Page 25
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|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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|
|
During the year, the Group obtained the following services from the Company's auditors and their associates:
|
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Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
|
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|
Fees payable to the Company's auditors and their associates in respect of:
|
|
|
|
|
All non-audit services not included above
|
|
|
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
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|
|
|
|
|
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|
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|
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|
Cost of defined contribution scheme
|
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|
|
|
|
|
|
|
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|
The average monthly number of employees, including the directors, during the year was as follows:
|
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Administration overheads indirect payroll
|
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|
|
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|
Sales and marketing overheads indirect payroll
|
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|
|
|
|
|
|
|
|
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|
|
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|
Page 26
|
|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
Group contributions to defined contribution pension schemes
|
|
|
|
|
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|
|
|
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|
|
The highest paid director received remuneration of £159,068 (2023 - £166,271).
|
|
|
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).
|
|
|
Other interest receivable
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance leases and hire purchase contracts
|
|
|
|
|
|
|
|
Page 27
|
|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
Page 28
|
|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
|
|
Factors affecting tax charge for the year
|
|
|
The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax
|
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
Capital allowances for year in excess of depreciation
|
|
|
|
|
Utilisation of tax losses
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
|
Other timing differences leading to an increase (decrease) in taxation
|
|
|
|
|
Non-taxable income less expenses not deductible for tax purposes
|
|
|
|
|
Adjustment in research and development tax credit leading to a decrease in the tax charge
|
|
|
|
|
Changes in provisions leading to an increase (decrease) in the tax charge
|
|
|
|
|
Unrelieved tax losses carried forward
|
|
|
|
|
Deferred tax at future rates
|
|
|
|
|
Change in tax rate during the period
|
|
|
|
|
Total tax charge for the year
|
|
|
Page 29
|
|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 30
|
|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
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|
|
|
|
|
|
|
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|
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At 1 January 2024 (as previously stated)
|
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|
At 1 January 2024 (as restated)
|
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|
|
|
|
|
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Charge for the year on owned assets
|
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|
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|
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At 31 December 2023 (as restated)
|
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The net book value of land and buildings may be further analysed as follows:
|
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|
Freehold property includes freehold and leasehold land with a carrying value of £3,534,104 (2023: £3,534,104) which has not been depreciated.
|
|
|
The net book value of plant and equipment include amounts of £384,605 (2023: £136,814) in respect of assets held under asset purchase agreements.
|
Page 31
|
|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Investments in subsidiary companies
|
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The following were subsidiary undertakings of the Company:
|
|
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|
|
|
|
|
|
John Mackle (Moy) Limited
|
Keenaghan, Dungannon, Tyrone, BT71 6SL
|
|
|
|
|
|
40 Corrigan Hill Road, Dungannon, Tyrone, BT71 6SL
|
|
|
|
|
|
|
|
|
|
|
Raw materials and consumables
|
|
|
|
|
Work in progress (goods to be sold)
|
|
|
|
|
Finished goods and goods for resale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying value of stocks are stated net of provision totalling £200,503 (2023 - £213,796).
|
Page 32
|
|
J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by related parties
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade debtors are stated after provisions for impairment of £349,913 (2023: £318,084).
Included within other debtors due within one year is a loan to a director, amounting to £4,309 (2023 - £6,453).
Amounts owed by related parties are interest free, repayable on demand and unsecured.
|
|
|
Cash and cash equivalents
|
|
|
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Page 33
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J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Proceeds of factored debts
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Accruals and deferred income
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Ulster Bank currently hold the following securities:
1. Debenture incorporating fixed and floating charges relating to the assets of the company;
2. First fixed legal charge over the land and properties of the company known as:
- Head office and factory premises at 40 Corrigan Hill Road, Moy, Dungannon / 20 Armagh Road, Moy, Dungannon.
- Moygashel Factory premises at 33 Main Road, Moygashel, Dungannon.
- Alexander House premises at Main Road, Moygashel, Dungannon;
3. Charge/chattel mortgage over the assets of the new production facility;
4. Legal assignment in favour of RBS Invoice Finance Limited over book debts of the company; and
5. Debenture in favour of RBS Invoice Finance Limited incorporation fixed and floating charges relating to the assets of the company.
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Page 34
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J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Accruals and deferred income
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The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
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Bank loans repayable after more than 5 years bear interest of between 2.7% and 3.25% plus Bank base rate and are repayable on quarterly installments.
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
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Page 35
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J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3-5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Asset finance facilities are secured on the assets concerned.
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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Page 36
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J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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517,500 (2023 - 1) A Ordinary shares shares of £0.01 each (2023 - £1)
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127,500 (2023 - Nil) B Ordinary shares shares of £0.01 each
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215,000 (2023 - Nil) C Ordinary shares shares of £0.01 each
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During the year there was a group restructure where the following occurred:
On 2 December 2024, J & H Group Ltd sub-divided its 1 £1 A Ordinary hare into 100 £0.01 A Ordinary shares and allotted 8,500 £0.01 shares.
On 4 December 2024, J & H Group Ltd allotted 508,900 A Ordinary £0.01 shares, 127,500 B Ordinary £0.01 shares and 215,000 C Ordinary £0.01 shares.
On 4 December 2024, J & H Group Ltd allotted 65,450 D Ordinary £0.0001 shares. These shares were fully paid and carry no voting rights.
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At 31 December 2024 the Group and Company had capital commitments as follows:
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Contracted for but not provided in these financial statements
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The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £228,583 (2023: £230,437). Contributions totaling £78,739 (2023: £64,858) were payable to the fund at the balance sheet date and are included in creditors.
Page 37
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J & H GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Commitments under operating leases
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At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The company has taken advantage of the exemption not to disclose related party transactions with other
members of the group under section 33 1A of FRS 102 as it is a wholly owned subsidiary.
During the year the company entered into the following transactions with related parties and the following amounts were outstanding at the reporting end date:
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Birch Heights Company Limited
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The following prior period adjustment was identified and corrected in the current year:
1) Included in plant and machinery was £2,220,848 of additions which had been accrued in error. This resulted in a prior year restatement of fixed asset additions and accruals in respect of the error.
2) Included in distribution costs was £1,085,785 of sales discounts in error. This resulted in a prior year restatement of distribution costs and sales in respect of the error.
The impact of the above has not had any effect on reported profit for the year ended 31 December 2023 nor on total equity as at 31 December 2023.
The smallest and largest undertaking of which the company is a member, and for which group financial statements are prepared is J&H Group Ltd. Group financial statements for this company are prepared and are available to the public from Companies House.
The ultimate controlling party is John Mackle by virtue of his shareholding.
Page 38
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