Company registration number 01530567 (England and Wales)
totes Isotoner (UK) Limited
Annual report and financial statements
for the period ended 31 December 2024
totes Isotoner (UK) Limited
Company information
Directors
Justin Spiegel
(Appointed 31 May 2024)
Jeffrey Spiegel
(Appointed 31 May 2024)
Jay Patel
(Appointed 31 May 2024)
Secretary
Brian Walshe
Company number
01530567
Registered office
Eastman House
Radford Crescent
Billericay
CM12 0DN
Auditor
Henderson Loggie LLP
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
totes Isotoner (UK) Limited
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 26
totes Isotoner (UK) Limited
Strategic report
for the period ended 31 December 2024
- 1 -
The directors present the strategic report for the 17 month period ended 31 December 2024.
Principal activities
The principal activity of the company continued to be the design, packaging, and distribution of rain accessories, footwear, gloves and gifts that are sold to major retail outlets, mainly throughout the United Kingdom.
Review of the business
The company made a pre-tax profit for the 17 month period ended 31 December 2024 of £2,717,682 (2023 (12 months): £798,165) on turnover of £34,729,680 (2023 (12 months): £19,843,192).
Risks and uncertainties
The impact of Wars in Europe and Gaza creates economic and political uncertainty. Ship routing continues to avoid the Red Sea and that increases time and costs of freight. Energy costs continue to be high, while domestic inflation has kept interest rates high and consumer confidence low. The outlook in 2025 signals lower interest rates, and while tariffs by the USA may have limited direct impact, the indirect impact on our Far East suppliers and their production patterns is unknown.
Retailers continue to struggle and while the company mitigates this risk by carrying credit insurance that limits any financial loss, it is limited in that it cannot replace any customers' turnover.
Development and performance
The directors expect the market place in year to 31 December 2025 to be similar to 2024. Great design, strong licences and good working customer relations will continue to put us in a strong position.
Key performance indicators (KPIs)
In the opinion of the directors, at a group level, the main performance indicator is to ensure the business continues to be profitable overall. The directors consider the key performance indicators to be customer and category turnover and net margin, whilst maintaining operating costs within a range of sales.
Jeffrey Spiegel
Director
22 July 2025
totes Isotoner (UK) Limited
Directors' report
for the period ended 31 December 2024
- 2 -
The directors present their annual report and financial statements for the 17 month period ended 31 December 2024.
Results and dividends
The results for the period are set out on page 7.
Ordinary dividends were paid amounting to £575,000 (2023 - £1,000,000). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Justin Spiegel
(Appointed 31 May 2024)
Jeffrey Spiegel
(Appointed 31 May 2024)
Michael Bate
(Resigned 1 January 2025)
Karl Bowden
(Resigned 1 January 2025)
Daniel Rajczak
(Resigned 31 May 2024)
Jay Patel
(Appointed 31 May 2024)
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 company’s auditor 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 company’s auditor is aware of that information.
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
Jeffrey Spiegel
Director
22 July 2025
totes Isotoner (UK) Limited
Directors' responsibilities statement
for the period ended 31 December 2024
- 3 -
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies 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 company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
totes Isotoner (UK) Limited
Independent auditor's report
to the members of totes Isotoner (UK) Limited
- 4 -
Opinion
We have audited the financial statements of totes Isotoner (UK) Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 31 December 2024 and of its 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 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 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.
totes Isotoner (UK) Limited
Independent auditor's report
to the members of totes Isotoner (UK) Limited (continued)
- 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management informed us that there were no instances of known, suspected or alleged fraud;
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Health and Safety; employment law (including the Working Time Directive) and compliance with the UK Companies Act;
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly; and
Using our knowledge of the company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
totes Isotoner (UK) Limited
Independent auditor's report
to the members of totes Isotoner (UK) Limited (continued)
- 6 -
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular the application of accruals and provisions in relation to stock and bad debts;
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness;
Testing key revenue lines, in particular cut-off, for evidence of management bias; and
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The primary responsibility for the prevention and detection of irregularities and fraud rests with the director.
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.
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.
Gavin Black
Senior Statutory Auditor
For and on behalf of Henderson Loggie LLP
22 July 2025
Chartered Accountants
Statutory Auditor
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
totes Isotoner (UK) Limited
Statement of comprehensive income
for the period ended 31 December 2024
- 7 -
Period
Year
ended
ended
31 December
31 July
2024
2023
Notes
£
£
Turnover
3
34,729,680
19,843,192
Cost of sales
(22,679,063)
(14,149,328)
Gross profit
12,050,617
5,693,864
Distribution costs
(6,163,115)
(2,889,395)
Administrative expenses
(3,160,749)
(1,874,855)
Operating profit
4
2,726,753
929,614
Interest receivable and similar income
8
89,212
16,161
Interest payable and similar expenses
9
(98,283)
(147,610)
Profit before taxation
2,717,682
798,165
Tax on profit
10
(276,569)
(336,976)
Profit for the financial period
2,441,113
461,189
Other comprehensive income
Revaluation of tangible fixed assets
(863,893)
1,293,132
Total comprehensive income for the period
1,577,220
1,754,321
The profit and loss account has been prepared on the basis that all operations are continuing operations.
totes Isotoner (UK) Limited
Balance sheet
as at 31 December 2024
31 December 2024
- 8 -
31 December 2024
31 July 2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
618,053
Tangible assets
13
317,630
5,227,824
317,630
5,845,877
Current assets
Stocks
15
6,039,428
6,585,131
Debtors
16
5,463,321
4,306,544
Cash at bank and in hand
6,675,152
694,541
18,177,901
11,586,216
Creditors: amounts falling due within one year
17
(4,069,117)
(3,816,229)
Net current assets
14,108,784
7,769,987
Total assets less current liabilities
14,426,414
13,615,864
Creditors: amounts falling due after more than one year
18
(11,227)
Provisions for liabilities
Deferred tax liability
21
(180,443)
-
(180,443)
Net assets
14,426,414
13,424,194
Capital and reserves
Called up share capital
23
100,000
100,000
Revaluation reserve
3,390,877
Profit and loss reserves
14,326,414
9,933,317
Total equity
14,426,414
13,424,194
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 22 July 2025 and are signed on its behalf by:
Jeffrey Spiegel
Director
Company registration number 01530567 (England and Wales)
totes Isotoner (UK) Limited
Statement of changes in equity
for the period ended 31 December 2024
- 9 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 August 2022
100,000
2,156,233
10,413,640
12,669,873
Year ended 31 July 2023:
Profit
-
-
461,189
461,189
Other comprehensive income:
Revaluation of tangible fixed assets
-
1,293,132
-
1,293,132
Total comprehensive income
-
1,293,132
461,189
1,754,321
Dividends
11
-
-
(1,000,000)
(1,000,000)
Reclassification from revaluation reserve to profit and loss account
-
(58,488)
58,488
-
Balance at 31 July 2023
100,000
3,390,877
9,933,317
13,424,194
Period ended 31 December 2024:
Profit
-
-
2,441,113
2,441,113
Other comprehensive income:
Revaluation of tangible fixed assets
-
(863,893)
-
(863,893)
Total comprehensive income
-
(863,893)
2,441,113
1,577,220
Dividends
11
-
-
(575,000)
(575,000)
Reclassification from revaluation reserve to profit and loss account
-
(2,526,984)
2,526,984
-
Balance at 31 December 2024
100,000
14,326,414
14,426,414
totes Isotoner (UK) Limited
Notes to the financial statements
for the period ended 31 December 2024
- 10 -
1
Accounting policies
Company information
totes Isotoner (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Eastman House, Radford Crescent, Billericay, CM12 0DN.
1.1
Reporting period
The current accounting period runs from 1 August 2023 to 31 December 2024 to bring the period end into alignment with the company's new parent undertaking.
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 £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties. The principal accounting policies adopted are set out below.
This 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:
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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Randa UK Limited. These consolidated financial statements are available from its registered office, Capital House, 25 Chapel Street, London, United Kingdom, NW1 5DH.
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
1
Accounting policies (continued)
- 11 -
1.3
Going concern
The financial statements have been prepared on a going concern basis. The directors have considered relevant information, including the financial projections, forecast future cash flows and the impact of subsequent events in making their assessment. The directors have performed a robust analysis of forecast future cash flows taking into account the potential impact on the business of possible future scenarios. This analysis also considers the effectiveness of available measures to assist in mitigating the impact. true
Based on these assessments and having regard to the resources available to the company, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.
1.4
Turnover
Turnover comprises the value of sales, excluding Value Added Tax and net of returns, discounts and rebates allowed by the company.
The company bases it's estimate of returns on historical results, taking into consideration the type of customer, the type of transaction and the specifies of each arrangement.
Revenue is recognised when a) the significant risks and rewards of ownership have been transferred to the buyer b) the company retains no continuing involvement or control over the goods c) the amount of revenue can be measured reliably and d) when it is probable that future economic benefits will flow to the entity.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.6
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:
Website development
Over 20 years
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
1
Accounting policies (continued)
- 12 -
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, 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 and buildings
2.5% straight line
Plant and equipment
20% to 25% straight line
Office equipment
25% to 33 1/3 % straight line
Motor vehicles
25% straight line
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 credited or charged to profit or loss.
1.8
Impairment of fixed assets
At each reporting period end date, the company 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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
1
Accounting policies (continued)
- 13 -
1.9
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stocks are recognised as an expense in the period in which the related revenue is recognised.
Cost is determined on the first in, first out (FIFO) method. Cost includes the purchase price, including taxes, duties, transport and handling directly attributable to bring inventory to it's present location and condition.
At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of impairment is recognised the impairment charge is reversed, up to the original impairment loss, and is recognised as credit in the profit and loss account.
1.10
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.11
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
1
Accounting policies (continued)
- 14 -
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 company 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
Other financial liabilities
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 finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
1
Accounting policies (continued)
- 15 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the company 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 company.
1.13
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 year. 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 company’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 when the company has 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.
1.14
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.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
1
Accounting policies (continued)
- 16 -
1.16
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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 leases asset are consumed.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Accruals
Management estimate requirements for accruals using post year end information and information available from detailed budgets. This identifies cost and income that are expected to be incurred. Accruals are only released where there is a reasonable expectation that these costs will not be invoiced in the future.
Bad debt provision
During the course of the period and during the period end process management are required to determine whether any debts should be regarded as bad debts. This process is based on their knowledge of the business coupled with post-period end information identifying debts not recovered relating to the previous financial period.
Stock provision
In arriving at the valuation of stock it may be necessary for management to make an assessment over the carrying value of stock items and where applicable apply a provision to amend this carrying value to a more accurate level. These provisions are arrived at using managements knowledge and understanding of the business and the industry in which it operates and focuses on potentially obsolete or old items for which the full value may no longer be recoverable.
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
- 17 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Principal activity
34,729,680
19,843,192
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
33,895,898
19,399,128
Rest of the world
833,782
444,064
34,729,680
19,843,192
2024
2023
£
£
Other revenue
Interest income
89,212
16,161
4
Operating profit
2024
2023
Operating profit for the period is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(54,856)
89,114
Depreciation of owned tangible fixed assets
235,359
156,859
Profit on disposal of tangible fixed assets
(19,809)
(7,500)
Amortisation of intangible assets
73,810
99,221
Loss on disposal of intangible assets
237,330
-
Operating lease charges
22,098
12,821
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
24,000
40,000
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
- 18 -
6
Employees
The average monthly number of persons employed by the company during the period was:
2024
2023
Number
Number
Distribution staff
29
28
Administration staff
6
5
Sales staff
37
38
Directors
3
3
Total
75
74
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
4,693,759
2,620,298
Social security costs
426,416
278,440
Pension costs
169,321
100,139
5,289,496
2,998,877
Included within wages and salaries is redundancy costs totalling £685,423.
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
1,529,336
610,138
Company pension contributions to defined contribution schemes
86,926
40,117
1,616,262
650,255
Included within directors' remuneration figure above is redundancy costs totalling £604,718 for two outgoing directors.
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
1,323,898
487,822
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
- 19 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
35,887
16,161
Other income from investments
Gains on financial instruments measured at fair value through profit or loss
53,325
Total income
89,212
16,161
2024
2023
Investment income includes the following:
£
£
Interest on financial assets measured at fair value through profit or loss
53,325
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
98,283
94,285
Finance costs for financial instruments measured at fair value through profit or loss
53,325
98,283
147,610
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
626,396
336,976
Adjustments in respect of prior periods
9,758
Total current tax
636,154
336,976
Deferred tax
Origination and reversal of timing differences
(323,773)
Adjustment in respect of prior periods
(35,812)
Total deferred tax
(359,585)
Total tax charge
276,569
336,976
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
10
Taxation (continued)
- 20 -
The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
2,717,682
798,165
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2023: 21%)
679,421
167,615
Tax effect of expenses that are not deductible in determining taxable profit
4,874
27,354
Gains not taxable
(123,304)
Change in unrecognised deferred tax assets
(350,658)
Adjustments in respect of prior years
9,758
Effect of change in corporation tax rate
718
Depreciation on assets not qualifying for tax allowances
92,290
Deferred tax adjustments in respect of prior years
(35,812)
141,289
Taxation charge for the period
276,569
336,976
11
Dividends
2024
2023
£
£
Final paid
575,000
1,000,000
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
- 21 -
12
Intangible fixed assets
Goodwill
Website development
Total
£
£
£
Cost
At 1 August 2023
2,020,690
25,000
2,045,690
Disposals
(2,020,690)
(2,020,690)
At 31 December 2024
25,000
25,000
Amortisation and impairment
At 1 August 2023
1,402,637
25,000
1,427,637
Amortisation charged for the period
73,810
73,810
Disposals
(1,476,447)
(1,476,447)
At 31 December 2024
25,000
25,000
Carrying amount
At 31 December 2024
At 31 July 2023
618,053
618,053
Goodwill which consisted of the Just Sheepskin intellectual property and was disposed of on 31 May 2024 to a related party of the new parent undertaking for a sum of £306,913 on a discounted NPV basis.
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
- 22 -
13
Tangible fixed assets
Freehold land and buildings
Assets under construction
Plant and equipment
Office equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 August 2023
5,000,000
4,240
560,604
511,494
231,232
6,307,570
Additions
69,068
18,183
74,616
42,480
28,703
233,050
Disposals
(4,040,000)
(4,240)
(22,517)
(45,479)
(4,112,236)
Revaluation
(960,000)
(960,000)
Transfers
(69,068)
69,068
At 31 December 2024
18,183
681,771
553,974
214,456
1,468,384
Depreciation and impairment
At 1 August 2023
435,950
471,696
172,100
1,079,746
Depreciation charged in the period
96,354
60,046
34,482
44,477
235,359
Eliminated in respect of disposals
(22,518)
(45,479)
(67,997)
Revaluation
(96,354)
(96,354)
At 31 December 2024
473,478
506,178
171,098
1,150,754
Carrying amount
At 31 December 2024
18,183
208,293
47,796
43,358
317,630
At 31 July 2023
5,000,000
4,240
124,654
39,798
59,132
5,227,824
The disposal of Freehold land and buildings occurred on 31 May 2024 and was transferred to a related party company of the new parent undertaking for a value of £4,040,000. A revaluation of the building occurred on the same date resulting in a decrease of £960,000 in value prior to disposal. The historical cost of the building was £2,066,963.
14
Financial instruments
2024
2023
£
£
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
-
53,325
The company enters into forward foreign contracts to mitigate the exchange rate risk for certain foreign currency. At the period end the company committed to buy $nil US Dollars (2023 - $4,500,000 US Dollars).
The forward currency contracts are measured at fair value, which is determined using valuation techniques that utilise observable inputs. The key assumptions used in valuing the derivatives are forward exchange rates.
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
- 23 -
15
Stocks
2024
2023
£
£
Finished goods and goods for resale
6,039,428
6,585,131
16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
4,324,799
3,914,006
Other debtors
501,611
72,753
Prepayments and accrued income
457,769
319,785
5,284,179
4,306,544
Deferred tax asset (note 21)
179,142
5,463,321
4,306,544
17
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans and overdrafts
19
8,402
Obligations under finance leases
20
7,217
9,622
Trade creditors
1,032,345
2,542,592
Corporation tax
40,120
130,696
Other taxation and social security
596,889
57,878
Derivative financial instruments
53,325
Other creditors
28,270
Accruals and deferred income
2,392,546
985,444
4,069,117
3,816,229
18
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Obligations under finance leases
20
11,227
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
- 24 -
19
Loans and overdrafts
2024
2023
£
£
Bank overdrafts
8,402
Payable within one year
8,402
The company granted fixed and floating charges over all its assets to secure the bank borrowings.
The bank loans and overdrafts were held with RBS Finance, being borrowings against recoverable debtors and inventory of £nil (2023 - £8,402).
20
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
7,217
9,622
In two to five years
11,227
7,217
20,849
21
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Balances:
£
£
£
£
Accelerated capital allowances
-
54,709
(44,810)
-
Other short term timing differences
-
-
223,952
-
Revaluation of tangible assets
-
125,734
-
-
-
180,443
179,142
-
2024
Movements in the period:
£
Liability at 1 August 2023
180,443
Credit to profit or loss
(359,585)
Asset at 31 December 2024
(179,142)
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
- 25 -
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
169,321
100,139
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
23
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
0
81,667
81,667
Ordinary B shares of £1 each
0
8,333
8,333
Ordinary C shares of £1 each
0
10,000
10,000
Ordinary Shares of £1 each
100,000
0
100,000
100,000
100,000
100,000
100,000
On 23 July 2024, A, B and C ordinary shares were reclassified in to a single class of ordinary shares that hold the right to a dividend, the right to vote and the right to a return of surplus capital in the event of winding-up of the company. All shares are owned by the parent company.
24
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
262,451
29,147
Between two and five years
1,002,200
13,531
In over five years
1,375,000
2,639,651
42,678
25
Related party transactions
At the period end the company owed a director £nil (2023 - £28,270) which is shown amongst creditors.
FRS 102 allows a qualifying entity certain disclosure exemptions, subject to conditions.
As a wholly owned subsidiary of Randa UK Ltd, and previously wholly owned by totes Isotoner Corporation until 31 May 2024, the company has taken advantage of the exemption under FRS 102 section 33 from disclosing related party transactions with other wholly owned group entities.
totes Isotoner (UK) Limited
Notes to the financial statements (continued)
for the period ended 31 December 2024
- 26 -
26
Ultimate controlling party
Until 31 May 2024, the company was a subsidiary undertaking of totes Isotoner Corporation, Incorporated in the United States of America. The ultimate parent company of the totes group was totes Intermediate Holdco Inc, also incorporated in the United States of America.
On 31 May 2024, Totes Isotoner UK Ltd was acquired by Randa UK Limited, a company incorporated in the UK. The immediate and ultimate parent company is Randa International Holdings LLC, which is organised and incorporated in the United States of America.
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