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Registered number: 03215405
















NEPTUNE (EUROPE) LTD




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024


































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NEPTUNE (EUROPE) LTD

 
COMPANY INFORMATION


DIRECTORS
J E Sims-Hilditch 
J G Redman 
C A Yorke-Long (appointed 8 February 2024,resigned 3 September 2024)
W Coulten (appointed 8 February 2024)
M Clark (appointed 2 September 2024)




REGISTERED NUMBER
03215405



REGISTERED OFFICE
Orion
Frankland Road

Blagrove

Swindon

SN5 8YG




INDEPENDENT AUDITORS
Bishop Fleming Audit Limited
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






NEPTUNE (EUROPE) LTD


CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 5
Directors' responsibilities statement
 
6
Independent auditors' report
 
7 - 10
Income statement
 
11
Statement of comprehensive income
 
12
Statement of financial position
 
13
Statement of changes in equity
 
14
Notes to the financial statements
 
15 - 32



NEPTUNE (EUROPE) LTD

 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

BUSINESS REVIEW
 
The Company is a wholly owned subsidiary of the Neptune Holdco Limited Group (‘The Group’). 
FY24 was a pivotal year for Neptune, marking important progress in our journey toward long-term, sustainable profitability. Whilst Neptune Europe Limited’s turnover remained stable at £60.4m (vs £62.3m in FY23), this performance was achieved against a backdrop of continued significant external headwinds, including category-wide demand softness in the UK and ongoing shipping disruptions arising from conflict in the Middle East.
In response, the business, as part of the wider Neptune group, delivered a broad range of cost reduction and operational efficiency initiatives whilst also making strategic changes to strengthen leadership, most notably through the appointment of our new CEO, Mike Clark. These efforts supported a return to profitability, with Neptune Europe operating profit of £1.3m, in contrast to the £0.6m loss in the prior year. 
Throughout the year, we have remained focused on investing in our brand and sharpening our core product propositions. This renewed focus led to robust kitchen and furniture order books as we exited FY24, positioning us strongly for the year ahead. In parallel, our financing was successfully renewed in August 2024 on terms consistent with prior arrangements, providing continued stability and support for our growth ambitions.
“FY24 represents a clear turning point in the business’ turnaround strategy, moving from stabilisation into positive momentum. The Board is particularly encouraged by the continued improvement in financial performance into H1 FY25, with EBITDA significantly ahead of the same period last year. We are increasingly confident that the business is on track to deliver a much stronger full-year result.
As we look ahead, we do so with a renewed sense of purpose, focus, and optimism. I would like to offer my thanks to the Neptune team whose hard work and determination have been instrumental in navigating the challenges of the past few years and setting new pace and momentum for the business.” Will Kernan, Executive Chairman

PRINCIPAL RISKS AND UNCERTAINTIES
 
The company is exposed to the following risks and uncertainties and mitigates them as follows:
Foreign exchange risk
The company transacts in different currencies. The directors closely monitor foreign exchange rates in order to mitigate this risk and use forward exchange contracts to hedge against this risk.
Interest rate and liquidity risk
The company has bank borrowings and is therefore exposted to interest rate and liquidity risk. The directors closely monitor borrowing facilities in order to mitigate this risk.
Technology risk
The company will continue to invest in research and development in order to ensure its products and internal processes remain competitive.

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY
 
The directors of the company consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of all stakeholders of the company including its shareholders, employees, customers and the wider community. By managing the business responsibly the directors intend to support a financially stable and rewarding organisation which looks to deliver value for all stakeholders.

Page 1


NEPTUNE (EUROPE) LTD


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


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



W Coulten
Director

Date: 25 June 2025

Page 2


NEPTUNE (EUROPE) LTD

 
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.

PRINCIPAL ACTIVITY

The principal activity of the company continued to be the design and wholesale supply of interior, kitchen and garden furniture.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £249,999 (2023: loss £1,288,917).

Dividends of £Nil (2023: £Nil) were declared and paid in the year.

DIRECTORS

The directors who served during the year were:

J E Sims-Hilditch 
J G Redman 
C A Yorke-Long (appointed 8 February 2024, resigned 3 September 2024)
W Coulten (appointed 8 February 2024)
M Clark (appointed 2 September 2024)

GOING CONCERN

The retail environment in the UK remains challenging and therefore represents an ongoing risk to the business. However, the business delivered a number of transformation initiatives during the year and the business has the wider support of the Neptune Group, which has delivered a step change in performance during the first half of FY25. As part of the Neptune Group, the business continues to have ongoing funding support. As a result, the Group’s projections, after considering reasonable possible changes in performance, show that the Group is able to operate within its financing levels and therefore management deem that the accounts should be made on a going concern basis.

FUTURE DEVELOPMENTS

The directors firmly believe the strength of the brand and product quality stands the business in good stead to pursue its strategic objectives around growing sustainably. 

ENGAGEMENT WITH EMPLOYEES

The Company's policy is to consult and discuss with employees matters likely to affect their interests.
Information on matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company's performance.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The Company has continued to foster relationships with both customers and suppliers, using regular meetings and updates to provide information on any major decisions that would impact them.

DISABLED EMPLOYEES

The Company gives every consideration to applications for employment from disabled persons where the requirements of the job may be adequately covered by a disabled person. With regard to existing disabled employees and those who have become disabled during the year, the Company has continued to examine ways and means of providing continuing employment under normal terms and conditions and to provide training, career development and promotion wherever appropriate.

Page 3


NEPTUNE (EUROPE) LTD
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION

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 2021 UK Government's Conversion Factors for Company Reporting.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per person, the recommended ratio for the sector.

Measures taken to improve energy efficiency
We educate staff to be energy aware and have installed technology to control our lighting and heating to reduce the time they are on and thus the energy used. We have also made significant strides in reducing CO2 emissions from our distribution fleet by improving delivery efficiency, enabling the business to significantly reduce the number of vehicles in operation and stem mileage.
The increase in the intensity ratio is due to headcount cost reduction initiatives in the business during the year. 

Notes:
Transport fuel use/emissions have not been included as the amount of business travel is negligible. 
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MATTERS COVERED IN THE STRATEGIC REPORT

The company has included mandatory directors' report disclosures within the strategic report as they are considered by the directors to be of strategic importance.

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

There have been no events since the balance sheet date that required disclosure in these financial statements.

Page 4


NEPTUNE (EUROPE) LTD
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
AUDITORS

The auditorsBishop Fleming Audit 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.
 






W Coulten
Director

Date: 25 June 2025

Orion
Frankland Road
Blagrove
Swindon
SN5 8YG

Page 5


NEPTUNE (EUROPE) LTD

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

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 judgments 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.

Page 6


NEPTUNE (EUROPE) LTD

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE (EUROPE) LTD
OPINION


We have audited the financial statements of Neptune (Europe) Limited (the 'Company') for the year ended 30 September 2024, which comprise the Income statement, the Statement of comprehensive income, the Statement of financial position, 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


NEPTUNE (EUROPE) LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE (EUROPE) LTD (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 6, 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


NEPTUNE (EUROPE) LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE (EUROPE) LTD (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:

We have considered the nature of the sector, control environment and financial performance;
We have considered the results of enquiries with management and directors in relation to their own identification and assessment of the risk of irregularities within the entity; and
We have reviewed the documentation of key processes and controls and performed walkthroughs of transactions to confirm that the systems are operating in line with documentation.
As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut-off. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.
 
We have also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the Financial Statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the Financial Statements but compliance with which may be fundamental to the Company’s ability to operate or avoid a material penalty. These included data protection legislation, health and safety regulations, and employment law.
Audit response to risks identified
We identified recognition of revenue as a key audit matter related to the potential risk of fraud, our procedures to respond to risks identified included the following:

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Performing various substantive tests of detail related to the recognition of revenue; 
Enquiring of management concerning actual and potential litigation claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; 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.
 
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.
As a result of the inherent limitations of an audit, there is a risk that not all irregularities, including a material misstatement in the Financial Statements or non-compliance with regulation, will be detected by us. This risk increases the further removed compliance with a law and regulation is from the events and transactions reflected in the Financial Statements, given we will be less likely to be aware of it, or should the irregularity occur as a
Page 9


NEPTUNE (EUROPE) LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE (EUROPE) LTD (CONTINUED)

result of fraud rather than a one off error, as this may involve intentional concealment, forgery, collusion, omission or misrepresentation.


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.






Ria Burridge FCCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming Audit Limited
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

27 June 2025
Page 10


NEPTUNE (EUROPE) LTD

 
INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
60,432,459
62,327,954

Cost of sales
  
(31,207,968)
(36,008,418)

Gross profit
  
29,224,491
26,319,536

Distribution costs
  
(15,556,419)
(15,197,570)

Administrative expenses
  
(12,241,618)
(11,596,347)

Exceptional administrative expenses
 12 
(106,557)
(155,644)

Other operating income
 5 
24,000
24,000

Operating profit/(loss)
 6 
1,343,897
(606,025)

Interest receivable and similar income
 9 
2,029
3,380

Interest payable and similar expenses
 10 
(1,000,873)
(979,086)

Profit/(loss) before tax
  
345,053
(1,581,731)

Tax on profit/(loss)
 11 
(95,054)
292,814

Profit/(loss) for the financial year
  
249,999
(1,288,917)

The notes on pages 15 to 32 form part of these financial statements.

Page 11


NEPTUNE (EUROPE) LTD


STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£


Profit/(loss) for the financial year

  

249,999
(1,288,917)

Other comprehensive (expenditure)/income
  


Fair value movements on derivative financial instruments
  
(256,633)
(248,415)

Other comprehensive (expenditure)/income for the year
  
(256,633)
(248,415)

Total comprehensive income/(loss) for the year
  
(6,634)
(1,537,332)

The notes on pages 15 to 32 form part of these financial statements.

Page 12


NEPTUNE (EUROPE) LTD
REGISTERED NUMBER:03215405

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
349,111
442,804

Tangible assets
 14 
864,586
1,295,926

  
1,213,697
1,738,730

Current assets
  

Stocks
 15 
11,638,918
11,854,008

Debtors: amounts falling due within one year
 16 
10,725,143
9,908,631

Cash at bank and in hand
 17 
583,823
11,336,070

  
22,947,884
33,098,709

Creditors: amounts falling due within one year
 18 
(28,852,532)
(39,473,699)

Net current liabilities
  
 
 
(5,904,648)
 
 
(6,374,990)

Total assets less current liabilities
  
(4,690,951)
(4,636,260)

Provisions for liabilities
  

Warrant and other provisions
 21 
(972,234)
(1,020,291)

  
 
 
(972,234)
 
 
(1,020,291)

Net liabilities
  
(5,663,185)
(5,656,551)


Capital and reserves
  

Called up share capital 
 22 
12,886
12,886

Share premium account
 23 
403,114
403,114

Capital redemption reserve
 23 
8,536
8,536

Other reserves
 23 
(174,828)
81,805

Profit and loss account
 23 
(5,912,893)
(6,162,892)

  
(5,663,185)
(5,656,551)


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





W Coulten
Director

Date: 25 June 2025

The notes on pages 15 to 32 form part of these financial statements.

Page 13


NEPTUNE (EUROPE) LTD


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Share premium account
Capital redemption reserve
Cash flow hedge reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 October 2023
12,886
403,114
8,536
81,805
(6,162,892)
(5,656,551)



Profit for the year
-
-
-
-
249,999
249,999

Fair value movements on derivative financial instruments
-
-
-
(256,633)
-
(256,633)


At 30 September 2024
12,886
403,114
8,536
(174,828)
(5,912,893)
(5,663,185)


The notes on pages 15 to 32 form part of these financial statements.


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Cash flow hedge reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 October 2022
12,886
403,114
8,536
330,220
(4,873,975)
(4,119,219)



Loss for the year
-
-
-
-
(1,288,917)
(1,288,917)

Fair value movements on derivative financial instruments
-
-
-
(248,415)
-
(248,415)


At 30 September 2023
12,886
403,114
8,536
81,805
(6,162,892)
(5,656,551)


The notes on pages 15 to 32 form part of these financial statements.

Page 14


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


GENERAL INFORMATION

Neptune (Europe) Limited is a limited liability company incorporated in England and Wales. The registered office is Orion, Frankland Road, Blagrove, Swindon, SN5 8YG. 

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 judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

  
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
- the requirements of Section 7 Statement of Cash Flows;
- the requirements of Section 33 Related Party Disclosures as per Section 33.1A.
This information is included in the consolidated financial statements of Neptune Holdco Limited as at 30 September 2024.

 
2.3

GOING CONCERN

The retail environment in the UK remains challenging and therefore represents an ongoing risk to the business. However, the business delivered a number of transformation initiatives during the year and the business has the wider support of the Neptune Group, which has delivered a step change in performance during the first half of FY25. As part of the Neptune Group, the business continues to have ongoing funding support. As a result, the Group’s projections, after considering reasonable possible changes in performance, show that the Group is able to operate within its financing levels and therefore management deem that the accounts should be made on a going concern basis.

Page 15


NEPTUNE (EUROPE) LTD

 
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.

The Company makes use of forward contract hedging and recognises a balance sheet item for the current value of this with movements being recognised in the Cashflow Hedge Reserve. 

 
2.5

TURNOVER

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover 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 turnover 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

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 16


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.7

INTEREST INCOME

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

 
2.8

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.

 
2.9

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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

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 reporting 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 reporting 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 reporting date.


 
2.11

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.

Page 17


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.12

INTANGIBLE ASSETS

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.

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

 
2.13

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.

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:

Short-term leasehold property
-
33%
straight line
Plant and machinery
-
25%
straight line
Motor vehicles
-
25%
straight line
Fixtures and fittings
-
25%
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.

 
2.14

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 reporting 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.

 
2.15

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.

Page 18


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.16

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.

 
2.17

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.

 
2.18

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 19


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.19

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 Statement of financial position 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 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 Company's cash and cash equivalents, trade and most other debtors 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

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.

Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity is instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
 
Page 20


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)


2.19
FINANCIAL INSTRUMENTS (CONTINUED)

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
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
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.

 
2.20

HEDGE ACCOUNTING

The Company uses foreign currency forward contracts to manage its exposure to cash flow risk on its foreign current exchange. These derivatives are measured at fair value at each reporting 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.

Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the year. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.

Page 21


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparations of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where significant judgments and estimates have been made include:
Debtor Provision
The Company recognises a provision against potential bad debts. Management consider the ageing profile and known concerns over recoverability when establishing this provision.
Stock Provision
The year end stock provision seeks to provide against any old, slow moving or damaged stock. Management performs a detailed assessment of the stock and considers ageing reports in establishing this provision.
Warranty Provision
The year end warranty provision seeks to provide against faults occurring in goods that are sold with a warranty. Management perform a detailed assessment of warranty sales and the proportion of faulty goods in establishing this provision.


4.


TURNOVER

The whole of the turnover is attributable to the principal activity of the business.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
53,147,187
54,597,918

Rest of the world
7,285,272
7,730,036

60,432,459
62,327,954



5.


OTHER OPERATING INCOME

2024
2023
£
£

Other operating income
24,000
24,000

24,000
24,000


Page 22


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

6.


OPERATING PROFIT/(LOSS)

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

2024
2023
£
£

Depreciation of tangible fixed assets
597,111
640,180

Exchange differences
(103,990)
32,771

Fee payable to the company's auditor for the audit of the company's annual financial statements
23,000
19,000

Defined contribution pension cost
241,056
235,929


7.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
11,853,156
12,860,384

Social security costs
1,371,427
1,207,106

Cost of defined contribution scheme
250,432
235,929

13,475,015
14,303,419


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


        2024
        2023
            No.
            No.







Production and administrative staff
351
388


8.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
545,998
100,000

Company contributions to defined contribution pension schemes
9,376
-

555,374
100,000


The highest paid director received remuneration of £399,844 (2023: £50,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £5,156 (2023: £NIL).

Page 23


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

9.


INTEREST RECEIVABLE

2024
2023
£
£


Other interest receivable
2,029
3,380

2,029
3,380


10.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Bank interest payable
1,000,873
979,086

1,000,873
979,086


11.


TAXATION


2024
2023
£
£



TOTAL CURRENT TAX
-
-

DEFERRED TAX


Origination and reversal of timing differences
82,100
(139,126)

Adjustments in respect of prior periods
12,954
(153,688)

TOTAL DEFERRED TAX
95,054
(292,814)


TAX ON PROFIT/(LOSS)
95,054
(292,814)
Page 24


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
11.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 22.01%). The differences are explained below:

2024
2023
£
£


Profit/(loss) on ordinary activities before tax
345,053
(1,581,731)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 22.01%)
86,263
(348,139)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
8,780

Adjustments to tax charge in respect of prior periods - deferred tax
12,954
(153,688)

Remeasurement of deferred tax for changes in tax rates
-
(16,650)

Other permanent differences
-
4,972

Adjustments to brought forward values
(5,130)
-

Other differences leading to an increase (decrease) in the tax charge
-
150,301

Group relief
-
78,610

Fixed asset differences
967
(17,000)

TOTAL TAX CHARGE FOR THE YEAR
95,054
(292,814)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.


12.


EXCEPTIONAL ITEMS

2024
2023
£
£


Warehouse closure costs
106,557
155,644

106,557
155,644

Page 25


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

13.


INTANGIBLE ASSETS




Software development
Domain Name
Total

£
£
£



COST


At 1 October 2023
382,927
180,407
563,334



At 30 September 2024

382,927
180,407
563,334



AMORTISATION


At 1 October 2023
-
120,530
120,530


Charge for the year on owned assets
76,585
17,108
93,693



At 30 September 2024

76,585
137,638
214,223



NET BOOK VALUE



At 30 September 2024
306,342
42,769
349,111



At 30 September 2023
382,927
59,877
442,804



Page 26


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

14.


TANGIBLE FIXED ASSETS





Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



COST


At 1 October 2023
2,774,208
2,631,783
1,030,667
1,104,724
7,541,382


Additions
94,329
-
-
79,443
173,772


Disposals
-
-
(267,462)
-
(267,462)



At 30 September 2024

2,868,537
2,631,783
763,205
1,184,167
7,447,692



DEPRECIATION


At 1 October 2023
2,114,168
2,489,798
948,321
693,169
6,245,456


Charge for the year on owned assets
346,737
70,013
13,014
167,347
597,111


Disposals
-
-
(259,461)
-
(259,461)



At 30 September 2024

2,460,905
2,559,811
701,874
860,516
6,583,106



NET BOOK VALUE



At 30 September 2024
407,632
71,972
61,331
323,651
864,586



At 30 September 2023
660,040
141,985
82,346
411,555
1,295,926


15.


STOCKS

2024
2023
£
£

Finished goods and goods for resale
11,638,918
11,854,008

11,638,918
11,854,008


Page 27


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

16.


DEBTORS

2024
2023
£
£


Trade debtors
4,005,420
4,199,890

Amounts owed by group undertakings
2,090,959
641,691

Other debtors
897,301
1,208,877

Prepayments and accrued income
1,306,901
1,256,752

Deferred taxation
2,424,562
2,519,616

Other financial instruments
-
81,805

10,725,143
9,908,631


Included within other debtors due within one year are loans due from G Redman and J Sims-Hilditch, directors of the company, amounting to £Nil (2023: £105,702) and £14,806 (2023: £13,668) respectively. The loans made to both directors are unsecured and interest free.
Amounts owed by group undertakings are interest free and repayable on demand.


17.


CASH AND CASH EQUIVALENTS

2024
2023
£
£

Cash at bank and in hand
583,823
11,336,070

Less: bank overdrafts
(972,019)
(13,363,670)

(388,196)
(2,027,600)



18.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Bank overdrafts
972,019
13,363,670

Trade creditors
4,420,761
3,812,293

Amounts owed to group undertakings
15,724,580
11,669,848

Other taxation and social security
1,735,034
797,315

Other creditors
374,617
5,120,848

Accruals and deferred income
5,450,693
4,709,725

Other financial instruments
174,828
-

28,852,532
39,473,699


Amounts owed to group undertakings are interest free and repayable on demand.

Page 28


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

19.


FINANCIAL INSTRUMENTS

2024
2023
£
£

FINANCIAL ASSETS


Derivative financial instruments designated as hedges of exchange rate risk
-
81,805


FINANCIAL LIABILITIES


Derivative financial instruments measured at fair value through profit or loss held as part of a trading portfolio
(174,828)
-


Derivative financial instruments designated as hedges of cashflow risk comprise the fair value of forward foreign exchange contracts not matured at the reporting date.
The company is exposed to currency exchange rate risk due to a significant proportion of its liabilities being denominated in non-Sterling currencies. The net exposure of each currency is monitored and managed by the use of forward foreign exchange contracts. The forward foreign exchange contracts all mature within 12 months.
The fair value of the derivative financial instruments is calculated as the difference between the forward contract rates on contracts which have not matured at the reporting date and the prevailing spot rate on this date.
The company has fulfilled all of the conditions for, and chosen to elect, to hedge account for the fair value movement on the derivative financial instruments. To the extent the cash flow hedge is effective, movements in fair value of the derivative financial instruments are recognised in other comprehensive income and presented in a separate cash flow hedge reserve with any remaining movement recognised in profit or loss for the year.


20.


DEFERRED TAXATION




2024
2023


£

£






At beginning of year
2,519,616
2,226,802


Credited to profit or loss
(95,054)
292,814



AT END OF YEAR
2,424,562
2,519,616

Page 29


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
20.DEFERRED TAXATION (CONTINUED)

The deferred tax asset is made up as follows:

2024
2023
£
£


Accelerated capital allowances
245,479
211,177

Short term timing differences
47,180
5,052

Losses and other deductions
2,131,903
2,303,387

2,424,562
2,519,616


21.


PROVISIONS




Warranty Provision
Other Provisions
Total

£
£
£





At 1 October 2023
263,108
757,183
1,020,291


Credited to profit and loss
-
(48,057)
(48,057)



AT 30 SEPTEMBER 2024
263,108
709,126
972,234

WARRANTY PROVISION
The warranty provision is a provision made against future cost of customer returns under warranty.
OTHER PROVISIONS
Other provisions include provisions against future redemption of voucher issues, credit note provisions and sales partner commission provisions.


22.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



128,864 (2023: 128,864) Ordinary shares of £0.10 each
12,886
12,886


Page 30


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

23.


RESERVES

Share premium account

This includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve

The capital redemption reserve the nominal value of share repurchased by the company.

Profit and loss account

This includes all current and prior period retained profits and losses and is considered to be distributable.

Cash flow hedge reserve
This includes all movements on the fair value of forward foreign exchange contracts which are accounted for as derivative financial instruments. To the extent the cash flow hedge is effective, movements in fair value of the derivative financial instruments are recognised in other comprehensive income and presented in a seperate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.


24.


CONTINGENT LIABILITIES

A company under common ownership has entered into the following agreements with HSBC Bank Plc:
 
Revolving credit facility - under the terms of this agreement Neptune Holdco Limited is entitled to request loans of up to £10,000,000. At the year end the parent company had received £10,000,000 (2023: £10,000,000) of this facility.
 
These loans are secured by a fixed and floating charge over all assets of Neptune (Europe) Ltd in favour of the bank as well as an unlimited composite company guarantee between all members of the group and its associates.
In addition, the following group company banking facilities are supported by the unlimited composite company guarantee between all members of the group in favour of HSBC Bank Plc: Forward contracts & currency options £5,950,440 (2023: £12,410,034).
The company guarantees the third party lease commitments of a company under common control. At 30 September 2024, the lease commitments totalled £840,000 (2023: £2,085,000).


25.


PENSION COMMITMENTS

The Company operates a defined contribution 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 £241,056 (2023: £235,929). Contributions totalling £45,275 (2023: £47,989) were payable to the fund at the reporting date.

Page 31


NEPTUNE (EUROPE) LTD

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

26.


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
112,000
112,000

Later than 1 year and not later than 5 years
448,000
448,000

Later than 5 years
280,000
392,000

840,000
952,000


27.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the FRS102, Section 33, exemption not to disclose related party
transactions and balances with wholly owned subsidiaries within the Neptune HoldCo Limited group.

Amounts owed from directors of the company at the year end totalled £14,806 (2023: £119,370). Amounts owed from the company to directors at the year end totalled £3,974 (2023: £Nil). Amount owed to companies under common control at the year end totalled £15,724,580 (2023: 16,659,205). Amounts owed from companies under common control at the year end totalled £24,903 (2023: £1,277,447).

HSBC Bank Plc has provided a collective net overdraft facility of £7,500,000 (2023: £7,500,000) to the group, including Neptune (Europe) Ltd and its associates.
The overdraft facility is secured by a fixed and floating charge over all the assets of Neptune (Europe) Ltd in favour of the bank as well as an unlimited composite company guarantee between all members of the group and its associates.
Key management personnel consist only of the directors of the Company, of which remuneration is disclosed in note 8.


28.


CONTROLLING PARTY

The ultimate parent undertaking is Neptune Holdco Limited, a company incorporated in England and Wales. The smallest and largest group for which group financial statements are prepared is Neptune Holdco Limited. Copies of the group financial statements are available from Companies House. 
There is no ultimate controlling party. The company is controlled equally by the two directors, J G Redman and J E Sims-Hilditch.

 
Page 32