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Registered number: 08480249
















NEPTUNE HOLDCO LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024


































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NEPTUNE HOLDCO LIMITED

 
COMPANY INFORMATION


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




REGISTERED NUMBER
08480249



REGISTERED OFFICE
Neptune
Frankland Road

Blagrove

Swindon

England

SN5 8YG




INDEPENDENT AUDITORS
Bishop Fleming Audit Limited
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






NEPTUNE HOLDCO LIMITED


CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 5
Directors' responsibilities statement
 
6
Independent auditors' report
 
7 - 10
Consolidated income statement
 
11
Consolidated statement of comprehensive income
 
12
Consolidated statement of financial position
 
13
Company statement of financial position
 
14
Consolidated statement of changes in equity
 
15 - 16
Company statement of changes in equity
 
17
Consolidated statement of cash flows
 
18 - 19
Consolidated analysis of net debt
 
19
Notes to the financial statements
 
20 - 42



NEPTUNE HOLDCO LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

BUSINESS REVIEW
 
FY24 was a pivotal year for Neptune, marking important progress in our journey toward long-term, sustainable profitability. While Group turnover remained stable at £73.4m (vs £73.6m 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 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 Group operating profit of £0.6m. While this compares to £1.9m in FY23, the prior year included a one-off gain of £2.6m from negative goodwill. On an underlying basis, this reflects a material improvement, from a £0.7m operating loss in FY23 to a £0.6m profit in FY24.
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 Neptune’s turnaround strategy, moving us from stabilisation into positive momentum. The Board is particularly encouraged by the continued improvement in financial performance into H1 FY25, with EBITDA nearly doubling that 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.

PRINCIPAL RISKS AND UNCERTAINTIES
 
The company is exposed to the following risks and uncertainties and mitigates them as follows:
Foreign Exchange Risk
The group 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 group has bank borrowings and is therefore exposed to interest rate and liquidity risk. The directors closely monitor borrowing facilities in order to mitigate this risk.
Technology Risk
The group will continue to invest in research and development in order to ensure its products and internal processes remain competitive.

FUTURE DEVELOPMENTS
 
The directors objective for the group is to continue its growth through expanding market share and its product ranges despite the tough economic environment.

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE GROUP
 
The directors of the group 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 group for the benefit of all stakeholders of the group 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 HOLDCO LIMITED


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


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



W J Kernan
Director

Date: 25 June 2025

Page 2


NEPTUNE HOLDCO LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

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

PRINCIPAL ACTIVITY

The principal activity of the group is the design, retail and wholesale supply of interior, kitchen and garden furniture.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £1,121,056 (2023:profit £875,370).

No dividends were declared in the year (2023: Nil).

DIRECTORS

The directors who served during the year were:

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

ENGAGEMENT WITH EMPLOYEES

The group'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 group's performance.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The group 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 group 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 group 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.

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 has subsequently delivered a significant improvement in performance during the first half of FY25. Moreover, the Group 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 3


NEPTUNE HOLDCO LIMITED
 
 
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 group 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 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

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

Page 4


NEPTUNE HOLDCO LIMITED
 
 
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

Neptune
Frankland Road
Blagrove
Swindon
England
SN5 8YG

Page 5


NEPTUNE HOLDCO LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

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 2006They 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.

Page 6


NEPTUNE HOLDCO LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE HOLDCO LIMITED
OPINION


We have audited the financial statements of Neptune Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2024, which comprise the Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity, the Consolidated statement of net debt 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 Group's and of the parent Company's affairs as at 30 September 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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.


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 HOLDCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE HOLDCO LIMITED (CONTINUED)

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

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


the information given in the 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
 

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
 

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 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


NEPTUNE HOLDCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE HOLDCO LIMITED (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, we considered the following:
 
We have considered the nature of the industry and sector, control environment, and business performance;
We have considered the results of enquiries with management and the directors in relation to their own identification and assessment of the risks of irregularities within the entity;
We have reviewed the documentation of key processes and controls and performed walkthroughs of transactions to confirm that the systems are operating effectively, in line with documentation.
Any matters we identified having obtained and reviewed the Company and Group's documentation of their policies and procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
The matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
 
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 and Group 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 and the Group’s ability to operate or avoid a material penalty. These included data protection and health and safety legislation.
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;
Enquiring of management in relation to actual and potential claims or litigation;
Performing analytical procedures to identify unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Reviewing board minutes;
Performing detailed testing in relation to the recognition of revenue with a particular focus around the year end cut off;
Reviewing acquisitions made in the period to consider the appropriateness of management's assumptions and accompanying journal postings; and
Page 9


NEPTUNE HOLDCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE HOLDCO LIMITED (CONTINUED)

In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgments made in accounting estimates are indicative of potential bias; and evaluating the business rationale of significant transactions that are unusual or outside the normal course of business.
 
We also communicated identified laws and regulations and potential fraud risks to all members of the engagement team and remained alert to possible indicators 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 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 HOLDCO LIMITED

 
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
73,436,984
73,596,311

Cost of sales
  
(30,687,651)
(35,984,763)

Gross profit
  
42,749,333
37,611,548

Distribution costs
  
(15,631,951)
(15,071,611)

Administrative expenses
  
(26,427,174)
(20,445,267)

Exceptional administrative expenses
 11 
(133,028)
(155,644)

Operating profit
 5 
557,180
1,939,026

Income from shares in associated undertakings
  
(12,036)
3,170

Interest receivable and similar income
 8 
-
5,784

Interest payable and similar expenses
 9 
(1,731,711)
(1,510,979)

(Loss)/profit before tax
  
(1,186,567)
437,001

Tax on (loss)/profit
 10 
65,511
438,369

(Loss)/profit for the financial year
  
(1,121,056)
875,370

  

  

The notes on pages 20 to 42 form part of these financial statements.

Page 11


NEPTUNE HOLDCO LIMITED


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
£
£


(Loss)/profit for the financial year

  

(1,121,056)
875,370

Other comprehensive income
  


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

Movements on foreign currency
  
(756,674)
-

Other comprehensive income for the year
  
(1,013,307)
(248,415)

Total comprehensive (loss)/income for the year
  
(2,134,363)
626,955

  

The notes on pages 20 to 42 form part of these financial statements.

Page 12


NEPTUNE HOLDCO LIMITED
REGISTERED NUMBER:08480249

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
2,259,821
2,794,985

Tangible assets
 13 
8,126,785
9,935,572

Investments
 14 
276,018
288,054

  
10,662,624
13,018,611

Current assets
  

Stocks
 15 
18,041,455
18,063,414

Debtors: amounts falling due within one year
 16 
11,142,943
12,967,246

Cash at bank and in hand
 17 
7,692,012
20,048,553

  
36,876,410
51,079,213

Creditors: amounts falling due within one year
 18 
(35,552,202)
(49,930,273)

Net current assets
  
 
 
1,324,208
 
 
1,148,940

Total assets less current liabilities
  
11,986,832
14,167,551

Provisions for liabilities
  

Other provisions
 21 
(972,234)
(1,020,291)

  
 
 
(972,234)
 
 
(1,020,291)

Net assets
  
11,014,598
13,147,260


Capital and reserves
  

Called up share capital 
 23 
2,047
2,027

Share premium account
 24 
2,517,922
2,516,241

Capital redemption reserve
 24 
36
36

Foreign exchange reserve
 24 
(756,674)
-

Other reserves
 24 
(174,828)
81,805

Merger reserve
 24 
9,117,458
9,117,458

Profit and loss account
 24 
308,637
1,429,693

  
11,014,598
13,147,260


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



W J Kernan
Director

Date: 25 June 2025

The notes on pages 20 to 42 form part of these financial statements.

Page 13


NEPTUNE HOLDCO LIMITED
REGISTERED NUMBER:08480249

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
1,815,133
1,815,133

  
1,815,133
1,815,133

Current assets
  

Debtors: amounts falling due within one year
 16 
12,295,393
12,905,379

Cash at bank and in hand
 17 
1,517,299
1,924,153

  
13,812,692
14,829,532

Creditors: amounts falling due within one year
 18 
(13,539,075)
(13,683,101)

Net current assets
  
 
 
273,617
 
 
1,146,431

Total assets less current liabilities
  
2,088,750
2,961,564

  

  

Net assets
  
2,088,750
2,961,564


Capital and reserves
  

Called up share capital 
 23 
2,047
2,027

Share premium account
 24 
4,065,968
4,064,287

Capital redemption reserve
 24 
36
36

Merger reserve
 24 
6
6

Profit and loss account
 24 
(1,979,307)
(1,104,792)

  
2,088,750
2,961,564


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





W J Kernan
Director

Date: 25 June 2025

The notes on pages 20 to 42 form part of these financial statements.

Page 14

NEPTUNE HOLDCO LIMITED



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



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


£
£
£
£
£
£
£
£


At 1 October 2023
2,027
2,516,241
36
-
81,805
9,117,458
1,429,693
13,147,260





Loss for the year
-
-
-
-
-
-
(1,121,056)
(1,121,056)


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


Movement on foreign currency
-
-
-
(756,674)
-
-
-
(756,674)


Shares issued during the year
20
1,681
-
-
-
-
-
1,701



At 30 September 2024
2,047
2,517,922
36
(756,674)
(174,828)
9,117,458
308,637
11,014,598



The notes on pages 20 to 42 form part of these financial statements.

Page 15


NEPTUNE HOLDCO LIMITED



CONSOLIDATED 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
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£
£
£


At 1 October 2022
1,036
-
-
330,220
418,098
554,323
1,303,677





Profit for the year
-
-
-
-
-
875,370
875,370


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


Merger reserve on issue of shares to acquire subsidiary
-
-
-
-
8,699,360
-
8,699,360


Purchase of own shares
-
-
36
-
-
-
36


Shares issued during the year
1,027
2,516,241
-
-
-
-
2,517,268


Shares cancelled during the year
(36)
-
-
-
-
-
(36)



At 30 September 2023
2,027
2,516,241
36
81,805
9,117,458
1,429,693
13,147,260



The notes on pages 20 to 42 form part of these financial statements.

Page 16


NEPTUNE HOLDCO LIMITED



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



Called up share capital
Share premium account
Capital redemption reserve
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£
£


At 1 October 2023
2,027
4,064,287
36
6
(1,104,792)
2,961,564





Loss for the year
-
-
-
-
(874,515)
(874,515)


Shares issued during the year
20
1,681
-
-
-
1,701



At 30 September 2024
2,047
4,065,968
36
6
(1,979,307)
2,088,750



The notes on pages 20 to 42 form part of these financial statements.


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



Called up share capital
Share premium account
Capital redemption reserve
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£
£


At 1 October 2022
1,036
1,548,046
-
6
(255,277)
1,293,811





Loss for the year
-
-
-
-
(849,515)
(849,515)


Purchase of own shares
-
-
36
-
-
36


Shares issued during the year
1,027
2,516,241
-
-
-
2,517,268


Shares cancelled during the year
(36)
-
-
-
-
(36)



At 30 September 2023
2,027
4,064,287
36
6
(1,104,792)
2,961,564



The notes on pages 20 to 42 form part of these financial statements.

Page 17

NEPTUNE HOLDCO LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(1,121,056)
875,370

Adjustments for:

Amortisation of intangible assets
535,164
357,800

Depreciation of tangible assets
2,201,409
1,613,854

Interest paid
1,731,711
1,510,979

Interest received
-
(5,784)

Taxation charge
(65,511)
(438,369)

Decrease in stocks
21,959
1,506,726

Decrease/(increase) in debtors
1,824,303
(1,777,682)

(Decrease) in creditors
(187,954)
(3,420,235)

(Decrease)/increase in provisions
(48,057)
203,397

Forex differences
(746,323)
-

Cash on acquisition of subsidiary
-
238,000

Amortisation of negative goodwill
-
(2,616,847)

Net cash generated from operating activities

4,145,645
(1,952,791)


Cash flows from investing activities

Sale of intangible assets
-
41,067

Purchase of tangible fixed assets
(412,747)
(672,348)

Sale of tangible fixed assets
20,125
883,309

Interest received
-
5,784

Cash paid on investments in associates
(12,036)
-

Cash on acquisition of subsidiary
-
630,519

Income from investments in associates
-
3,170

Net cash from investing activities

(404,658)
891,501
Page 18


NEPTUNE HOLDCO LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


2024
2023

£
£



Cash flows from financing activities

Issue of ordinary shares
1,701
2,517,268

Interest paid
(1,731,711)
(1,510,979)

Net cash used in financing activities
(1,730,010)
1,006,289

Net increase/(decrease) in cash and cash equivalents
2,010,977
(55,001)

Cash and cash equivalents at beginning of year
(4,578,273)
(4,523,272)

Cash and cash equivalents at the end of year
(2,567,296)
(4,578,273)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
7,692,012
20,048,553

Bank overdrafts
(10,259,308)
(24,626,826)

(2,567,296)
(4,578,273)



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2024




At 1 October 2023
Cash flows
At 30 September 2024
£

£

£

Cash at bank and in hand

20,048,553

(12,356,541)

7,692,012

Bank overdrafts

(24,626,826)

14,367,518

(10,259,308)

Debt due within 1 year

(10,020,658)

2,363

(10,018,295)

Liquid investments

81,805

(256,633)

(174,828)



(14,517,126)
1,756,707
(12,760,419)

The notes on pages 20 to 42 form part of these financial statements.

Page 19


NEPTUNE HOLDCO LIMITED

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

1.


GENERAL INFORMATION

Neptune Holdco Limited is a limited liability company incorporated in England. The registered office is The Neptune, Frankland Road, Blagrove, Swindon, England, 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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income statement in these financial statements.

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

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

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 Statement of financial position, 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 income statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

 
2.3

ASSOCIATES AND JOINT VENTURES

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated income statement includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated statement of financial position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 20


NEPTUNE HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.4

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 has subsequently delivered a significant improvement in performance during the first half of FY25. Moreover, the Group 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.

 
2.5

TURNOVER

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 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 turnover 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.

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 21


NEPTUNE HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.6

INTANGIBLE ASSETS

GOODWILL

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated income statement over its useful economic life.

OTHER 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.
Negative goodwill has been recognised on the acquisition of Neptune Asia in the prior year.

 
2.7

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:

Long-term leasehold property
-
Over term of lease
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.

Page 22


NEPTUNE HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.8

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated income statement for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.9

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.

 
2.10

DEBTORS

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

 
2.11

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.

 
2.12

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.

Page 23


NEPTUNE HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.13

HEDGE ACCOUNTING

The group uses foreign currency forward contracts to manage its exposure to cashflow risk on its foreign currency exchange. These derivatives are measured at fair value at each balance sheet date.
To the extent the cash flow hedge is effective, movements in fair value of the derivative financial instruments 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 24


NEPTUNE HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.14

FINANCIAL INSTRUMENTS

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 Statement of financial position 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 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

Page 25


NEPTUNE HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.14
FINANCIAL INSTRUMENTS (CONTINUED)

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.

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

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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate.

Page 26


NEPTUNE HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.15

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
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 the Consolidated income statement except when deferred in other comprehensive income as qualifying cash flow hedges.
All foreign exchange gains and losss are presented in the Income statement within 'administrative expenses'.

 
2.16

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.

 
2.17

PENSIONS

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

 
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 27


NEPTUNE HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.19

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 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 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;
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 reporting date.


 
2.20

EXCEPTIONAL ITEMS

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

 
2.21

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 28


NEPTUNE HOLDCO LIMITED

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

3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of the financial statements requires management to make significant judgments and estimates. These items in the financial statements where these judgments and estimates have been made include:
Debtor Provision
The Group recognises a provision against potential bad debts. Management consider the ageing profile and known concerns over recoverability when estabilishing 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 Group.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
66,151,712
65,866,275

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

73,436,984
73,596,311



5.


OPERATING PROFIT

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
2,201,409
1,613,854

Amortisation of intangible assets
535,164
357,800

Amortisation of negative goodwill
-
(2,616,847)

Exchange differences
(103,990)
70,953

Fees payable to the Group's auditor for the audit of the Company and Group financial statements
77,000
59,500

Page 29


NEPTUNE HOLDCO LIMITED

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

6.


EMPLOYEES

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


Group
Group
2024
2023
£
£


Wages and salaries
16,979,735
17,859,517

Social security costs
1,842,200
1,638,485

Cost of defined contribution scheme
339,418
330,122

19,161,353
19,828,124


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


        2024
        2023
            No.
            No.







Employees
571
596


7.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
120,000
120,000

120,000
120,000



8.


INTEREST RECEIVABLE

2024
2023
£
£


Other interest receivable
-
5,784

-
5,784


9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Bank interest payable
1,827,711
1,510,979

Other interest payable
(96,000)
-

1,731,711
1,510,979

Page 30


NEPTUNE HOLDCO LIMITED

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

10.


TAXATION


2024
2023
£
£


FOREIGN TAX


Foreign tax on income for the year
-
(119,605)

-
(119,605)

TOTAL CURRENT TAX
-
(119,605)

DEFERRED TAX


Origination and reversal of timing differences
(79,332)
(169,325)

Changes to tax rates
13,821
(149,439)

TOTAL DEFERRED TAX
(65,511)
(318,764)


TAX ON (LOSS)/PROFIT
(65,511)
(438,369)

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

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

2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(1,186,567)
437,001


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023:22.01%)
(296,642)
96,184

EFFECTS OF:


Deduct non-taxable amortisation of negative goodwill
-
(575,968)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
23,438
57,356

Capital allowances for year in excess of depreciation
99,699
78,268

Adjustments to deferred tax charge in respect of prior periods
13,821
(149,439)

Foreign tax charged at different rate
-
1,588

Capital gains
-
89

Other permanent differences
27,835
4,972

Remeasurement of deferred tax for changes in tax rates
(4,923)
(9,208)

Other differences leading to an increase (decrease) in the tax charge
(36,824)
150,182

Movement in deferred tax not recognised
108,085
(92,393)

TOTAL TAX CHARGE FOR THE YEAR
(65,511)
(438,369)

Page 31


NEPTUNE HOLDCO LIMITED

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


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.


11.


EXCEPTIONAL ITEMS

2024
2023
£
£


Warehouse closure costs
133,028
155,644

133,028
155,644


12.


INTANGIBLE ASSETS

Group





Development expenditure
Trademarks
Goodwill
Negative goodwill
Total

£
£
£
£
£



COST


At 1 October 2023
382,927
180,407
11,500,324
(2,616,847)
9,446,811



At 30 September 2024

382,927
180,407
11,500,324
(2,616,847)
9,446,811



AMORTISATION


At 1 October 2023
-
120,530
9,148,143
(2,616,847)
6,651,826


Charge for the year on owned assets
76,585
17,108
441,471
-
535,164



At 30 September 2024

76,585
137,638
9,589,614
(2,616,847)
7,186,990



NET BOOK VALUE



At 30 September 2024
306,342
42,769
1,910,710
-
2,259,821



At 30 September 2023
382,927
59,877
2,352,181
-
2,794,985

On 1 January 2023 the company acquired the share capital of Neptune Asia. This acquisition generated negative goodwill of £2,616,847, which has been fully amortised in the prior period since acquisition in line with the consumption of the non-monetay assets acquired in the company.



Page 32

NEPTUNE HOLDCO LIMITED



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



13.


TANGIBLE FIXED ASSETS


Group







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

£
£
£
£
£
£



COST OR VALUATION


At 1 October 2023
8,737,950
2,798,470
2,716,912
1,114,753
6,669,702
22,037,787


Additions
99,540
94,329
2,065
-
216,813
412,747


Disposals
-
-
(61,476)
(351,548)
(77,479)
(490,503)



At 30 September 2024

8,837,490
2,892,799
2,657,501
763,205
6,809,036
21,960,031



DEPRECIATION


At 1 October 2023
4,521,848
2,135,184
2,569,010
1,035,657
1,840,516
12,102,215


Charge for the year on owned assets
603,227
350,684
75,182
13,877
1,158,439
2,201,409


Disposals
-
-
(61,476)
(343,547)
(65,355)
(470,378)



At 30 September 2024

5,125,075
2,485,868
2,582,716
705,987
2,933,600
13,833,246



NET BOOK VALUE



At 30 September 2024
3,712,415
406,931
74,785
57,218
3,875,436
8,126,785



At 30 September 2023
4,216,102
663,286
147,902
79,096
4,829,186
9,935,572

Page 33

NEPTUNE HOLDCO LIMITED

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

14.


FIXED ASSET INVESTMENTS

Group





Investments in associates

£



COST OR VALUATION


At 1 October 2023
288,054


Share of profit/(loss)
(12,036)



At 30 September 2024
276,018




Company





Investments in subsidiary companies

£



COST OR VALUATION


At 1 October 2023
1,815,133



At 30 September 2024
1,815,133




On 1 January 2023 Neptune Holdco Limited acquired the share capital of Neptune Asia. The consideration for the acquisition was the issue of shares in Neptune Holdco Limited. This investment qualifies for merger relief and hence the investment has been recognised at the nominal value of the shares issued to acquire the company.

Page 34


NEPTUNE HOLDCO LIMITED

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

SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Neptune (Europe) Limited
Design and supply of furniture
Ordinary
100%
NSD Limited
Provides franchise services
Ordinary
100%
Neptune Retail Limited
Furniture Retail
Ordinary
100%
Provenist Limited
Provision of catering services
Ordinary
100%
Bucton Limited **
Furniture Retail
Ordinary
100%
Design Centre (Suffolk) Limited **
Furniture Retail
Ordinary
100%
Neptune Asia Limited
Furniture Retail
Ordinary
100%
Qingdao Neptune Trading Co. Ltd*
Furniture Retail
Ordinary
100%
Qingdao Neptune Home Furnishing Co. Ltd*
Furniture Retail
Ordinary
100%

* Indirectly owned as a subsidiary of Neptune Asia Limited
** Indirectly owned as a subsidiary of Neptune Retail Limited
UK registered subsidiaries exempt from audit
The following UK subsidiaries have taken advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 30 September 2023 . All subsidiary undertakings are 100% owned either directly or indirectly by Neptune Holdco Limited. The Company will guarantee the debts and liabilities of the UK subsidiaries listed below at the balance sheet date in accordance with section 479C of the Companies Act 2006. The Company has assessed the probability of loss under the guarantee as remote.
ole3da0.png


15.


STOCKS

Group
Group
2024
2023
£
£

Finished goods and goods for resale
18,041,455
18,063,414

18,041,455
18,063,414


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 35


NEPTUNE HOLDCO LIMITED

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

16.


DEBTORS

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
5,289,968
4,821,658
1,663
-

Amounts owed by group undertakings
-
-
12,194,324
12,233,893

Other debtors
1,400,315
3,119,991
67,205
671,486

Prepayments and accrued income
2,087,569
2,644,212
32,201
-

Deferred taxation
2,365,091
2,299,580
-
-

Financial instruments
-
81,805
-
-

11,142,943
12,967,246
12,295,393
12,905,379


Included within other debtors due within one year are loans due from G Redman and J Sims-Hilditch, directors of the company, amounting to £103,702 (2023: £116,149) and £14,806 (2023: £13,668) respectively. The loans made to both directors are unsecured and interest free.
Amounts due from group undertakings are interest free and repayable on demand.
Derivative financial instruments wholly comprise of the fair value of forward foreign currency exchange contracts entered into but not matured at the reporting date. The Company uses foreign currency forward contracts to manage its exposure to fair value risk on its foreign currency exchange. These derivatives are measured at fair value at each balance sheet date.
The fair value of the derivative financial instruments is calculated as the difference between the forward contract rates on contracts which have not matured as the reporting date and the prevailing spot rate on this date. The fair value of the open foreign exchange contracts at the year end was a creditor of £174,828 (2023: Debtor £81,805).
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. Any ineffective portions of those movements are recognised in profit or loss for the year.

Page 36


NEPTUNE HOLDCO LIMITED

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

17.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
7,692,012
20,048,553
1,517,299
1,924,153

Less: bank overdrafts
(10,259,308)
(24,626,826)
-
-

(2,567,296)
(4,578,273)
1,517,299
1,924,153



18.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
10,259,308
24,626,826
-
-

Bank loans
10,000,000
10,000,000
10,000,000
10,000,000

Trade creditors
5,596,434
2,473,362
-
-

Amounts owed to group undertakings
-
-
3,450,100
3,450,200

Corporation tax
11,442
8,869
-
-

Other taxation and social security
2,071,920
1,560,198
-
-

Other creditors
404,978
586,942
3,222
156,444

Accruals and deferred income
7,033,292
10,674,076
85,753
76,457

Financial instruments
174,828
-
-
-

35,552,202
49,930,273
13,539,075
13,683,101


Amounts due to group undertakings are interest free and repayable on demand.
In a previous year the group entered into a revolving loan facility with HSBC Bank Plc. Under this agreement the company is entitled to request loans to a maximum of £10,000,000. At the year end the company had borrowed £10,000,000 using this facility.
The loan and overdraft are secured by way of a fixed and floating charge over all of the assets of the company and interest is charged on the loan at LIBOR + 3%.

Page 37


NEPTUNE HOLDCO LIMITED

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

19.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
10,000,000
10,000,000
10,000,000
10,000,000


10,000,000
10,000,000
10,000,000
10,000,000






20.


FINANCIAL INSTRUMENTS

Group
Group
2024
2023
£
£

FINANCIAL ASSETS

Financial assets measured at fair value through profit or loss
-
81,805



Financial liability measured at fair value through profit or loss
(174,828)
-

-
-


Derivative financial instruments designated as hedges of exchange rate risk comprise the fair value of forward foreign exchange contracts not matured at the reporting date.
The group 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 instrument is calculated as the difference between the forward contract rates on contracts which have not matured as the reporting date and the prevailing spot rate on this date.
The group 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 instrumnets 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.

Page 38


NEPTUNE HOLDCO LIMITED

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

21.


PROVISIONS


Group



Warranty provision
Other provision
Total

£
£
£





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


Charged to profit or 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 commision provisions. 


22.


DEFERRED TAXATION


Group



2024
2023


£

£






At beginning of year
2,299,580
1,980,816


Credited to profit or loss
65,511
318,764



AT END OF YEAR
2,365,091
2,299,580

Page 39


NEPTUNE HOLDCO LIMITED

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

Company


2024
2023






AT END OF YEAR
-
-



Group
Group
2024
2023
£
£

Accelerated capital allowances
192,015
(15,419)

Tax losses carried forward
2,131,902
2,303,387

Short term timing differences
41,174
11,612

2,365,091
2,299,580


23.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



9,029,413 (2023:9,029,412) A Ordinary shares of £0.0001)
903
903
5,777,783 (2023:5,777,783) B Ordinary shares of £0.0001 each
578
578
2,251,784 (2022: 2,047,076) Redeemable C Ordinary shares of £0.0001 each
225
205
3,411,769 (2022: Nil3,411,769) D Ordinary shares of £0.0001 each
341
341

2,047

2,027

On 8 April 2024 204,708 Redeemable C Ordinary shares of £0.0001 were issued at £0.008, recognising a share premium of £1,642. The Redeemable C Ordinary share are redeemable at the option of the shareholder in certain circumstances.




Page 40


NEPTUNE HOLDCO LIMITED

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

24.


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.

Foreign exchange reserve

This includes translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling.

Merger Reserve

This includes any premiums paid above the nominal value of the share capital acquired on merging with group companies.

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.


25.


CONTINGENT LIABILITIES

A company under common control 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 company had received £10,000,000 of this facility.
These loans are secured by a fixed and floating charge over all assets of Neptune Retail Limited 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 group has guaranteed merchant service facilities. The aggregate amount guaranteed at the year end was £1,516,000 (2023: £1,516,000).
The group guarantees the third party lease commitments of a company under common control. At 30 September 2024, the lease commitments totalled £2,085,00 (2023: £2,085.000).


26.


PENSION COMMITMENTS

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 £339,418 (2023: £330,122). At the year end £64,749 (2022: £70,225) was owing to the group's scheme.

Page 41


NEPTUNE HOLDCO LIMITED

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

27.


COMMITMENTS UNDER OPERATING LEASES

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


Group
Group
2024
2023
£
£

Not later than 1 year
636,000
827,875

Later than 1 year and not later than 5 years
1,461,500
1,783,500

Later than 5 years
779,500
1,093,500

2,877,000
3,704,875
The Company had no commitments under non-cancellable operating leases at the reporting date.


28.


RELATED PARTY TRANSACTIONS


2024
2023
£
£

Amounts owed from directors of the company
118,508
129,817
Amounts owed to companies under common control
-
253,636
Amounts owed from companies under common control
-
1,274,120
Sales to companies under common control
-
58,719
Purchases from companies under common control
-
6,908,843

    
HSBC Bank Plc has provided a collective net overdraft facility of £7,500,000 (2022 £7,500,000) to the group and its associates.
The overdraft facility is secured by a fixed and floating charge over all the assets of the group in favour of the bank as well as an unlimited composite company guarantee between all members of the group and its associates.


29.


CONTROLLING PARTY

There is no ultimate controlling party. The company is controlled equally by the two directors, J G Redman and J Sims - Hilditch.

 
Page 42