Johnson Tiles Holdings Limited
Annual report and financial statements
For the period ended 30 March 2025
Johnson Tiles Holdings Limited
Company information
Directors
M Birks
(Appointed 23 December 2024)
J Bridges
(Appointed 23 December 2024)
A Cobden
(Appointed 23 December 2024)
S Dixon
(Appointed 23 December 2024)
R Kelsall
(Appointed 23 December 2024)
Company number
16149845
Registered office
Harewood Street
Tunstall
Stoke On Trent
England
ST6 5JZ
Auditor
DJH Audit Limited
The Glades
Festival Way
Festival Park
Stoke on Trent
Staffordshire
ST1 5SQ
Johnson Tiles Holdings Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
Johnson Tiles Holdings Limited
Strategic report
For the period ended 30 March 2025
- 1 -
The directors present the strategic report for the period ended 30 March 2025.
Review of the business
Following the acquisition of the Johnson Tiles division from Norcros plc on 19th May 2024, the business has progressed well. The manufacturing plant was closed in June 2024 and associated costs exited. The switch from UK manufactured product to outsourced production improved gross margins and moved the business to a profitable and cash generative operation. The balance sheet and cash flow are in a stronger position than budgeted due to the operational improvements made. The directors are confident of growing the business further from this sound foundation. In addition, Johnson Tiles Holding Limited purchased a property in the year, funded via a bank facility.
Principal risks and uncertainties
General Economic Risk
The group is not immune from the risks and uncertainties facing the wider UK economy. However, given its strong customer service and relationships these risks are minimised.
Foreign Exchange Risks
A significant proportion of the groups purchases are settled in foreign currencies. As a result, there is a potential risk for currency gains or losses. This risk is managed closely by the board to minimise the exposure to currency fluctuations.
Development and performance
The focus of the business on people, service, quality, stock availability and customer relationships coupled with a strong financial base leave it well placed to grow both organically and through targeted acquisitions.
In relation to this, on 6th June 2025, the company has acquired the trade and assets of Total Tiles Ltd for effective consideration of £350,000.
Key performance indicators
The company is focused on profitability growing sales. As such, sales (£21.9m in 2025), gross margin (24.5% in 2025) and adjusted operating profit before goodwill (£0.8m in 2025), are the key measures used by the board to assess performance.
S Dixon
Director
18 July 2025
Johnson Tiles Holdings Limited
Directors' report
For the period ended 30 March 2025
- 2 -
The directors present their annual report and financial statements for the period from incorporation on 23 December 2024 to 30 March 2025. See accounting policies regarding the basis of preparation.
Principal activities
The principal activity of the company and group is the supply of wall and floor tiles.
Results and dividends
The results for the period are set out on page 8.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
M Birks
(Appointed 23 December 2024)
J Bridges
(Appointed 23 December 2024)
A Cobden
(Appointed 23 December 2024)
S Dixon
(Appointed 23 December 2024)
R Kelsall
(Appointed 23 December 2024)
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Strategic report
The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Johnson Tiles Holdings Limited
Directors' report (continued)
For the period ended 30 March 2025
- 3 -
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
S Dixon
Director
18 July 2025
Johnson Tiles Holdings Limited
Independent auditor's report
To the members of Johnson Tiles Holdings Limited
- 4 -
Opinion
We have audited the financial statements of Johnson Tiles Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 30 March 2025 and of the group's profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Johnson Tiles Holdings Limited
Independent auditor's report (continued)
To the members of Johnson Tiles Holdings Limited
- 5 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period 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 group and the parent company and their 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 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, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Johnson Tiles Holdings Limited
Independent auditor's report (continued)
To the members of Johnson Tiles Holdings Limited
- 6 -
The extent to which the audit was considered capable of detecting irregularities including fraud
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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the group and parent company through discussions with directors and other management, and from our commercial knowledge and experience of the group;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries posted during the period and at the period end to identify unusual transactions;
investigated the rationale behind significant or unusual transactions; and
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims;
reviewing correspondence with HMRC and the company’s legal advisors; and
reviewing legal and professional fees incurred during the period.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Johnson Tiles Holdings Limited
Independent auditor's report (continued)
To the members of Johnson Tiles Holdings Limited
- 7 -
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Nicola Johnson (Senior Statutory Auditor)
For and on behalf of
21 July 2025
DJH Audit Limited
Accountants
Statutory Auditor
The Glades
Festival Way
Festival Park
Stoke on Trent
Staffordshire
ST1 5SQ
Johnson Tiles Holdings Limited
Group statement of comprehensive income
For the period ended 30 March 2025
- 8 -
Period
ended
30 March
2025
Notes
£000's
Turnover
3
21,948
Cost of sales
(16,583)
Gross profit
5,365
Administrative expenses
791
Other operating income
76
Operating profit
4
6,232
Interest payable and similar expenses
7
(241)
Profit before taxation
5,991
Tax on profit
8
(100)
Profit for the financial period
5,891
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
Johnson Tiles Holdings Limited
Group balance sheet
As at 30 March 2025
30 March 2025
- 9 -
2025
Notes
£000's
£000's
Fixed assets
Negative goodwill
9
(2,149)
Other intangible assets
9
37
Total intangible assets
(2,112)
Tangible assets
10
4,125
2,013
Current assets
Stocks
13
6,985
Debtors
14
5,130
Cash at bank and in hand
1,926
14,041
Creditors: amounts falling due within one year
15
(9,368)
Net current assets
4,673
Total assets less current liabilities
6,686
Creditors: amounts falling due after more than one year
16
(719)
Provisions for liabilities
Deferred tax liability
18
(76)
(76)
Net assets
5,891
Capital and reserves
Called up share capital
20
Profit and loss reserves
5,891
Total equity
5,891
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 18 July 2025 and are signed on its behalf by:
18 July 2025
S Dixon
Director
Company registration number 16149845 (England and Wales)
Johnson Tiles Holdings Limited
Company balance sheet
As at 30 March 2025
30 March 2025
- 10 -
2025
Notes
£000's
£000's
Fixed assets
Tangible assets
10
3,704
Current assets
Debtors
14
18
Creditors: amounts falling due within one year
15
(2)
Net current assets
16
Total assets less current liabilities
3,720
Creditors: amounts falling due after more than one year
16
(3,711)
Net assets
9
Capital and reserves
Called up share capital
20
Profit and loss reserves
9
Total equity
9
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £9,000.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 18 July 2025 and are signed on its behalf by:
18 July 2025
S Dixon
Director
Company registration number 16149845 (England and Wales)
Johnson Tiles Holdings Limited
Group statement of changes in equity
For the period ended 30 March 2025
- 11 -
Share capital
Profit and loss reserves
Total
£000's
£000's
£000's
Balance at 23 December 2024
-
-
-
Period ended 30 March 2025:
Profit and total comprehensive income
-
5,891
5,891
Balance at 30 March 2025
-
5,891
5,891
Johnson Tiles Holdings Limited
Company statement of changes in equity
For the period ended 30 March 2025
- 12 -
Share capital
Profit and loss reserves
Total
£000's
£000's
£000's
Balance at 23 December 2024
-
-
-
Period ended 30 March 2025:
Profit and total comprehensive income
-
9
9
Balance at 30 March 2025
9
9
Johnson Tiles Holdings Limited
Group statement of cash flows
For the period ended 30 March 2025
- 13 -
2025
Notes
£000's
£000's
Cash flows from operating activities
Cash generated from/(absorbed by) operations
24
3,295
Investing activities
Purchase of intangible assets
(49)
Purchase of tangible fixed assets
(4,010)
Net cash used in investing activities
(4,059)
Financing activities
Proceeds from new bank facility
5,000
Repayment of bank facility
(2,129)
Net interest paid
(181)
Net cash generated from/(used in) financing activities
2,690
Net increase in cash and cash equivalents
1,926
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
1,926
Johnson Tiles Holdings Limited
Notes to the group financial statements
For the period ended 30 March 2025
- 14 -
1
Accounting policies
Company information
Johnson Tiles Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Harewood Street, Tunstall, Stoke On Trent, England, ST6 5JZ.
The group consists of Johnson Tiles Holdings Limited and all of its subsidiaries.
1.1
Reporting period
These are the first period of accounts for the company and are therefore presented for the period from 23 December 2024 to 30 March 2025.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000's.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The Company was incorporated on 23 December 2024 and took control of its subsidiary, Johnson Tiles Limited, on 7 March 2025 who were both owned by the same shareholders.
Because the ultimate shareholder was the same before and after the transaction, the acquisition of the investment by Johnson Tiles Holdings Limited is not accounted for as a business combination under FRS102. Instead, it is accounted for using the merger accounting method.
The carrying amount of the assets and liabilities of the subsidiary were not adjusted to fair value. In the current period, their results and cash flows have been brought into the combined entity for the whole of the subsidiary's first period of account (being the period from incorporation on 28 March 2024 to 31 March 2025), as if the Group had always existed in its current form; in order to give the most meaningful information to users of the Group's financial statements.
The share capital in the consolidated financial statements is that of Johnson Tiles Holdings Limited and the other reserves represent the combined reserves of this company and the acquired subsidiaries.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.4
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Johnson Tiles Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.5
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.6
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
1
Accounting policies
(Continued)
- 16 -
1.7
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.8
Intangible fixed assets - goodwill
In accordance with FRS102 if the acquirer’s interest in the net amount of the identifiable assets, liabilities and provisions for contingent liabilities recognised exceeds the cost of the business combination (also referred to as ‘negative goodwill’), the acquirer shall:
(a) Reassess the identification and measurement of the acquiree’s assets, liabilities and provisions for contingent liabilities and the measurement of the cost of the combination.
(b) Recognise and separately disclose the resulting excess on the face of the statement of financial position on the acquisition date, immediately below goodwill, and followed by a subtotal of the net amount of goodwill and the excess.
(c) Recognise subsequently the excess up to the fair value of non-monetary assets acquired in profit or loss in the periods in which the non-monetary assets are recovered. Any excess exceeding the fair value of non-monetary assets acquired shall be recognised in profit or loss in the periods expected to be benefited.
The excess is expected to release within 1-2 years.
1.9
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
Between 2 and 3 years straight line
1.10
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land
Not depreciated
Freehold buildings
50 years straight line
Improvements to property
10 years straight line
Plant and equipment
Between 1 and 10 years straight line
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
1
Accounting policies
(Continued)
- 17 -
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Assets under construction are not depreciated and will commence depreciation when they become in use.
Investment property utilised in the trade of the business is treated as PPE under the cost model.
1.11
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.12
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.13
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to sell.
Cost is calculated using a standard costing method comprising cost of goods and, where applicable, duty and carriage costs incurred in bringing the stocks to their present location and condition. At each reporting date, management recalculate the standard costing amounts to be used.
At each reporting date, an assessment is made for impairment using both net realisable value and ageing as methods for impairment scrutiny. Management calculate a rolling average selling price and stock movement for each line item over the last 12 months which is used to estimate the net realisable value of the items. As items in stock can be held for longer periods, a separate impairment calculation is completed to reflect management's expectation that stock should be sold within 6 months and after this point the selling price would likely be significantly reduced. Any excess of the carrying amount of stocks over its estimated selling price less costs to sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.14
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
1
Accounting policies
(Continued)
- 18 -
1.15
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.16
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.17
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
1
Accounting policies
(Continued)
- 20 -
1.18
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.19
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.20
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.21
Expenditure classification
The company has elected to classify costs commonly associated as distribution costs as cost of sales due to the policy of goods being sold on a delivered basis.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Negative goodwill
Negative goodwill has arisen due to the cost of the business combination being less than the fair value of the interest acquired in identifiable assets and liabilities. The directors have used their experience and judgement to calculate the fair value of the stock acquired. This has then been used as the basis for the release of the negative goodwill, this being the useful life of the non-monetary asset it relates to.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Stock provisions
The directors have established procedures (see stock accounting policy) to monitor stock line items considered to be slow moving or likely to be sold at a discount on cost, to ensure that the carrying value of these items remains recoverable. Where considered appropriate, a provision is recognised for items where the recoverable value is estimated to be lower than the carrying value.
Deferred consideration
Deferred consideration has been included at a discounted value using a market rate estimate at the time of the transaction. The company has used a discount rate of 11% based on market research.
3
Turnover
2025
£000's
Turnover analysed by geographical market
United Kingdom
21,737
European Union
88
Rest of world
123
21,948
4
Operating profit
2025
£000's
Operating profit for the period is stated after charging/(crediting):
Exchange losses
136
Research and development costs
1
Fees payable to the group's auditor for the audit of the group's financial statements
5
Depreciation of owned tangible fixed assets
68
Amortisation of intangible assets
12
Release of negative goodwill
(5,450)
Operating lease charges
44
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
- 22 -
5
Employees
The average monthly number of persons (including directors) employed by the group and company during the period was:
Group
Company
2025
2025
Number
Number
Directors
5
5
Sales and distribution staff
81
-
Administration staff
26
-
Total
112
5
Their aggregate remuneration comprised:
Group
Company
2025
2025
£000's
£000's
Wages and salaries
3,935
Social security costs
378
-
Pension costs
233
4,546
6
Directors' remuneration
2025
£000's
Remuneration for qualifying services
686
Company pension contributions to defined contribution schemes
26
712
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
£000's
Remuneration for qualifying services
237
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
- 23 -
7
Interest payable and similar expenses
2025
£000's
Interest on bank overdrafts and loans
181
Other interest on financial liabilities
60
Total finance costs
241
8
Taxation
2025
£000's
Current tax
UK corporation tax on profits for the current period
24
Deferred tax
Origination and reversal of timing differences
76
Total tax charge
100
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
2025
£000's
Profit before taxation
5,991
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
1,498
Tax effect of expenses that are not deductible in determining taxable profit
(64)
Tax effect of income not taxable in determining taxable profit
(1,359)
Permanent capital allowances in excess of depreciation
25
Taxation charge
100
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
- 24 -
9
Intangible fixed assets
Group
Negative goodwill
Software
Total
£000's
£000's
£000's
Cost
At 23 December 2024
Additions
(7,599)
49
(7,550)
At 30 March 2025
(7,599)
49
(7,550)
Amortisation and impairment
At 23 December 2024
Amortisation charged for the period
(5,450)
12
(5,438)
At 30 March 2025
(5,450)
12
(5,438)
Carrying amount
At 30 March 2025
(2,149)
37
(2,112)
The company had no intangible fixed assets at 30 March 2025.
10
Tangible fixed assets
Group
Freehold land and buildings
Improvements to property
Assets under construction
Plant and equipment
Total
£000's
£000's
£000's
£000's
£000's
Cost
At 23 December 2024
Additions
3,704
120
51
318
4,193
At 30 March 2025
3,704
120
51
318
4,193
Depreciation and impairment
At 23 December 2024
Depreciation charged in the period
6
62
68
At 30 March 2025
6
62
68
Carrying amount
At 30 March 2025
3,704
114
51
256
4,125
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
10
Tangible fixed assets
(Continued)
- 25 -
Company
Freehold land and buildings
£000's
Cost
At 23 December 2024
Additions
3,704
At 30 March 2025
3,704
Depreciation and impairment
At 23 December 2024 and 30 March 2025
Carrying amount
At 30 March 2025
3,704
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
- 26 -
11
Fixed asset investments
Group
Company
2025
2025
£000's
£000's
Investments in subsidiaries
12
Company
Shares in subsidiaries
£000's
Cost or valuation
Additions
-
At 30 March 2025
-
Carrying amount
At 30 March 2025
-
12
Subsidiaries
Details of the company's subsidiaries at 30 March 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Johnson Tiles Limited
Harewood Street, Tunstall, Stoke on Trent, ST6 5JZ
Ordinary
100.00
-
Johnson Tiles Property Limited
Harewood Street, Tunstall, Stoke on Trent, ST6 5JZ
Ordinary
0
100.00
13
Stocks
Group
Company
2025
2025
£000's
£000's
Finished goods and goods for resale
6,985
At the year end, stock is stated after provisions for impairment of £6,169,000.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
- 27 -
14
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£000's
£000's
Trade debtors
4,609
Other debtors
125
7
Prepayments and accrued income
396
11
5,130
18
15
Creditors: amounts falling due within one year
Group
Company
2025
2025
Notes
£000's
£000's
Bank facility
17
2,851
Trade creditors
3,539
Corporation tax payable
24
2
Other taxation and social security
1,035
-
Deferred income
84
Other creditors
1,291
Accruals and deferred income
544
9,368
2
16
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£000's
£000's
Amounts owed to group undertakings
17
3,711
Other creditors
719
719
3,711
Amounts due to group undertakings are unsecured and interest free. These loans are expected to be repaid in more than one year as the loan is payable within 12 months and 1 day after written notice is given.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
- 28 -
17
Loans and overdrafts
Group
Company
2025
2025
£000's
£000's
Bank facility
2,851
Amounts owed to group undertakings
3,711
2,851
3,711
Payable within one year
2,851
Payable after one year
3,711
The bank facility is secured by fixed and floating charges over all property and undertakings of the group in favour of Allica Financial Services Limited.
A director of the group has provided a personal guarantee of £100,000 in relation to the facility provided by Allica Financial Services Limited.
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
2025
Group
£000's
Accelerated capital allowances
76
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the period:
£000's
£000's
Asset at 23 December 2024
-
-
Charge to profit or loss
76
-
Liability at 30 March 2025
76
-
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
- 29 -
19
Retirement benefit schemes
2025
Defined contribution schemes
£000's
Charge to profit or loss in respect of defined contribution schemes
233
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
20
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£000's
Ordinary of £1 each
40
-
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
On incorporation, the company issued 8 £1 ordinary shares at par value.
On 7 March 2025, the company issued a further 32 £1 ordinary shares in exchange for shares in Johnson Tiles Limited.
21
Acquisition of a business
On 19 May 2024 the group acquired certain business and assets of Norcros Group (Holdings) Limited.
Book Value
Adjustments
Fair Value
Net assets acquired
£000's
£000's
£000's
Property, plant and equipment
183
-
183
Inventories
11,689
(2,658)
9,031
Trade and other receivables
6,330
(18)
6,312
Cash and cash equivalents
3
-
3
Trade and other payables
(3,333)
(3,432)
(6,765)
Tax liabilities
(506)
-
(506)
Total identifiable net assets
14,366
(6,108)
8,258
Goodwill
(7,599)
Total consideration
659
The consideration was satisfied by:
£000's
Deferred consideration
659
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
21
Acquisition of a business
(Continued)
- 30 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£000's
Turnover
21,949
Profit after tax
5,643
The negative goodwill arising on acquisition is considered to have a useful life of 1-2 years attributable to the value of the non-monetary assets acquired.
22
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2025
2025
£000's
£000's
Within one year
198
-
Between two and five years
300
-
498
-
23
Events after the reporting date
On 6th June 2025, the company has acquired the trade and assets of Total Tiles Ltd for effective consideration of £350,000.
Johnson Tiles Holdings Limited
Notes to the group financial statements (continued)
For the period ended 30 March 2025
- 31 -
24
Cash generated from/(absorbed by) group operations
2025
£000's
Profit for the period after tax
5,891
Adjustments for:
Taxation charged
100
Finance costs
241
Amortisation and impairment of intangible assets
(5,438)
Depreciation and impairment of tangible fixed assets
68
Movements in working capital:
Decrease in stocks
2,046
Decrease in debtors
1,182
Decrease in creditors
(879)
Increase in deferred income
84
Cash generated from/(absorbed by) operations
3,295
25
Analysis of changes in net debt - group
23 December 2024
Cash flows
30 March 2025
£000's
£000's
£000's
Cash at bank and in hand
-
1,926
1,926
Borrowings excluding overdrafts
-
(2,851)
(2,851)
-
(925)
(925)
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