Company registration number 02835344 (England and Wales)
Randa UK Limited
Annual report and financial statements
for the year ended 31 December 2024
Randa UK Limited
Company information
Directors
Jeffrey Spiegel
Justin Spiegel
(Appointed 24 May 2024)
Secretary
B Walshe
Company number
02835344
Registered office
Capital House
25 Chapel Street
London
NW1 5DH
Auditor
Henderson Loggie LLP
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
Business address
Eastfield Industrial Estate
Glenrothes
Fife
KY7 4NX
Bankers
JP Morgan
25 Bank Street
Canary Wharf
London
E14 5JP
Randa UK Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 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
Company statement of cash flows
14
Notes to the financial statements
15 - 35
Randa UK Limited
Strategic report
for the year ended 31 December 2024
- 1 -

The Directors present the strategic report for the year ended 31 December 2024.

Review of the business

The group made a pre-tax profit of £11,177,440 (2023: £4,852,491) on turnover of £57,239,663 (2023: £31,884,979) for the year ended 31 December 2024 after the acquisition of totes Isotoner (UK) Limited on 31 May 2024.

 

Randa UK Limited has strong cash reserves to ensure the group remains financially strong.

Principal 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

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.

On behalf of the board

Jeffrey Spiegel
Director
22 July 2025
Randa UK Limited
Directors' report
for the year ended 31 December 2024
- 2 -

The Directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of sale and distribution of belts, small leather goods and luggage products. On 31 May 2024, Randa UK Limited acquired totes Isotoner (UK) Limited whose principal activity is design, packaging, and distribution of rain accessories, footwear, gloves and gifts that are sold to major retail outlets, mainly throughout the United Kingdom.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The Directors do not recommend payment of a further dividend.

Directors

The Directors who held office during the year and up to the date of signature of the financial statements were as follows:

Jeffrey Spiegel
Justin Spiegel
(Appointed 24 May 2024)
Energy and carbon report

This report is provided to summarise the Company's environmental reporting in accordance with the UK government's policy on Streamlined Energy and Carbon Reporting (SECR).

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
304,446
282,211
- Electricity purchased
179,337
38,058
- Fuel consumed for transport
69,203
-
552,986
320,269
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
57.10
53.10
- Fuel consumed for owned transport
16.50
-
73.60
53.10
Scope 2 - indirect emissions
- Electricity purchased
37.10
7.90
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
-
-
Total gross emissions
110.70
61.00
Intensity ratio
tCO2e per turnover (£m)
1.94
1.91
Randa UK Limited
Directors' report (continued)
for the year ended 31 December 2024
- 3 -
Quantification and reporting methodology

We have calculated the carbon emissions and kWh figures using the UK Government's 2024 Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1 million of revenue.

Measures taken to improve energy efficiency

The company embraces passive or renewable energy as far as possible and continues to improve energy efficiency. In 2023, our Scotland warehouse installed new energy efficient boilers, switched to local heating (near workforce), replaced lighting with LED and sensor switched lights to reduce consumption.  Our totes Billericay warehouse is having a new insulated roof installed and solar panels added, it too is switching to sensor LED lighting to reduce consumption.

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.

On behalf of the board
Jeffrey Spiegel
Director
22 July 2025
Randa UK Limited
Directors' responsibilities statement
for the year ended 31 December 2024
- 4 -

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:

 

 

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.

Randa UK Limited
Independent auditor's report
to the members of Randa UK Limited
- 5 -
Opinion

We have audited the financial statements of Randa UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 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, the company 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

Other information

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.

Randa UK Limited
Independent auditor's report (continued)
to the members of Randa UK Limited
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

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:

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

Randa UK Limited
Independent auditor's report (continued)
to the members of Randa UK Limited
- 7 -

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

 

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.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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, Statutory Auditor
Chartered Accountants
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
22 July 2025
Randa UK Limited
Group statement of comprehensive income
for the year ended 31 December 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
57,239,663
31,884,979
Cost of sales
(42,209,478)
(24,696,938)
Gross profit
15,030,185
7,188,041
Distribution costs
(5,004,278)
(1,535,732)
Administrative expenses
(2,173,501)
(812,980)
Amortisation on negative goodwill
3,312,778
-
Other operating income
7,128
11,154
Operating profit
4
11,172,312
4,850,483
Interest receivable and similar income
8
106,351
26,638
Interest payable and similar expenses
9
(101,223)
(24,630)
Profit before taxation
11,177,440
4,852,491
Tax on profit
10
(1,463,143)
(1,140,489)
Profit for the financial year
23
9,714,297
3,712,002
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Randa UK Limited
Group balance sheet
as at 31 December 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
(1,188,175)
-
0
Total intangible assets
(1,188,175)
-
0
Tangible assets
13
320,502
677
(867,673)
677
Current assets
Stocks
16
6,615,692
444,065
Debtors
17
10,583,445
4,747,691
Cash at bank and in hand
9,372,011
4,744,579
26,571,148
9,936,335
Creditors: amounts falling due within one year
18
(8,978,794)
(2,926,628)
Net current assets
17,592,354
7,009,707
Net assets
16,724,681
7,010,384
Capital and reserves
Called up share capital
22
2
2
Profit and loss reserves
23
16,724,679
7,010,382
Total equity
16,724,681
7,010,384
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:
22 July 2025
Jeffrey Spiegel
Director
Company registration number 02835344 (England and Wales)
Randa UK Limited
Company balance sheet
as at 31 December 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
2,872
677
Investments
14
8,459,008
-
0
8,461,880
677
Current assets
Stocks
16
576,264
444,065
Debtors
17
5,120,124
4,747,691
Cash at bank and in hand
2,696,859
4,744,579
8,393,247
9,936,335
Creditors: amounts falling due within one year
18
(4,909,677)
(2,926,628)
Net current assets
3,483,570
7,009,707
Net assets
11,945,450
7,010,384
Capital and reserves
Called up share capital
22
2
2
Profit and loss reserves
23
11,945,448
7,010,382
Total equity
11,945,450
7,010,384

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 year was £4,935,066 (2023 - £3,712,002 profit).

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:
22 July 2025
Jeffrey Spiegel
Director
Company registration number 02835344 (England and Wales)
Randa UK Limited
Group statement of changes in equity
for the year ended 31 December 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
2
6,514,073
6,514,075
Year ended 31 December 2023:
Profit and total comprehensive income
-
3,712,002
3,712,002
Dividends
11
-
(3,215,693)
(3,215,693)
Balance at 31 December 2023
2
7,010,382
7,010,384
Year ended 31 December 2024:
Profit and total comprehensive income
-
9,714,297
9,714,297
Balance at 31 December 2024
2
16,724,679
16,724,681
Randa UK Limited
Company statement of changes in equity
for the year ended 31 December 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
2
6,514,073
6,514,075
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
3,712,002
3,712,002
Dividends
11
-
(3,215,693)
(3,215,693)
Balance at 31 December 2023
2
7,010,382
7,010,384
Year ended 31 December 2024:
Profit and total comprehensive income
-
4,935,066
4,935,066
Balance at 31 December 2024
2
11,945,448
11,945,450
Randa UK Limited
Group statement of cash flows
for the year ended 31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
8,076,940
5,118,873
Interest paid
(101,223)
(24,630)
Income taxes paid
(1,368,001)
(1,534,743)
Net cash inflow from operating activities
6,607,716
3,559,500
Investing activities
Purchase of tangible fixed assets
(52,947)
(466)
Proceeds from disposal of tangible fixed assets
4,060,146
-
Purchase of subsidiaries, net of cash acquired
(6,101,051)
-
Interest received
106,351
26,638
Net cash (used in)/generated from investing activities
(1,987,501)
26,172
Financing activities
Payment of finance leases obligations
7,217
-
Dividends paid to equity shareholders
-
0
(3,215,693)
Net cash generated from/(used in) financing activities
7,217
(3,215,693)
Net increase in cash and cash equivalents
4,627,432
369,979
Cash and cash equivalents at beginning of year
4,744,579
4,374,600
Cash and cash equivalents at end of year
9,372,011
4,744,579
Randa UK Limited
Company statement of cash flows
for the year ended 31 December 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
7,575,260
5,118,873
Interest paid
(89,598)
(24,630)
Income taxes paid
(1,193,000)
(1,534,743)
Net cash inflow from operating activities
6,292,662
3,559,500
Investing activities
Purchase of tangible fixed assets
(3,177)
(466)
Proceeds from disposal of tangible fixed assets
83
-
0
Proceeds from disposal of subsidiaries
(8,459,008)
-
0
Interest received
121,720
26,638
Net cash (used in)/generated from investing activities
(8,340,382)
26,172
Financing activities
Dividends paid to equity shareholders
-
(3,215,693)
Net cash used in financing activities
-
(3,215,693)
Net (decrease)/increase in cash and cash equivalents
(2,047,720)
369,979
Cash and cash equivalents at beginning of year
4,744,579
4,374,600
Cash and cash equivalents at end of year
2,696,859
4,744,579
Randa UK Limited
Notes to the group financial statements
for the year ended 31 December 2024
- 15 -
1
Accounting policies
Company information

Randa UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Capital House, 25 Chapel Street, London, United Kingdom, NW1 5DH.

 

The group consists of Randa UK Limited and all of its subsidiaries.

1.1
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. The principal accounting policies adopted are set out below.

1.2
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, joint ventures and associates 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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Randa UK Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. 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.

Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
1
Accounting policies (continued)
- 16 -
1.4
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 his assessment. Based on this assessment 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.

1.5
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 dispatch 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.

1.6
Intangible fixed assets - goodwill

Negative goodwill is the excess of the Group's share of the fair value of the attributable net identifiable assets at the date of acquisition over the purchase consideration in a business combination.

 

Negative goodwill that can be attributed to monetary assets is recognised as income when the assets are realised. The remaining portion of negative goodwill, not exceeding the fair value of acquired identifiable non-monetary assets, is recognised as income when the asset or liability is realised.

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:

Plant and equipment
20% straight line
Fixtures and fittings
20% straight line
Computers
33% 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 recognised in the profit and loss account.

1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
1
Accounting policies (continued)
- 17 -
1.9
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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
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.

Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
1
Accounting policies (continued)
- 18 -
1.12
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.

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.

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.

Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
1
Accounting policies (continued)
- 19 -
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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
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.

1.14
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
1
Accounting policies (continued)
- 20 -
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.

1.15
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.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
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 leased asset are consumed.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 21 -
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.

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.

Bad debt provision

During the course of the year and during the year 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 year end information identifying debts not recovered relating to the previous financial period.

Accruals

Management estimate requirements for accruals using post year end information and information available from detailed budgets. This identifies costs and income that are expected to be incurred or received for goods and services provided by and to other parties. Accruals are only released when there is a reasonable expectation that these costs will not be invoiced in the future.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Principal activity
57,239,663
31,884,979
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom & Ireland
56,405,881
31,884,979
Rest of World
833,782
-
57,239,663
31,884,979
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
3
Turnover and other revenue (continued)
- 22 -
2024
2023
£
£
Other revenue
Interest income
106,351
26,638
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(848)
259,147
Depreciation of owned tangible fixed assets
65,467
262
Profit on disposal of tangible fixed assets
(19,892)
-
Amortisation of intangible assets
(3,312,778)
-
Operating lease charges
57,816
47,922
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 group and company
18,520
13,100
Audit of the financial statements of the company's subsidiaries
24,000
-
42,520
13,100
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Distribution staff
29
-
-
-
Administration staff
6
-
-
-
Sales staff
37
-
-
-
Directors
2
2
2
2
Total
74
2
2
2
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
6
Employees (continued)
- 23 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,335,342
41,978
40,000
41,978
Social security costs
171,926
-
-
-
Pension costs
69,248
-
0
-
0
-
0
2,576,516
41,978
40,000
41,978

In addition, recharges of £1,445,142 (2023 - £1,333,118) have been received from Randa Accessories UK Limited, a related party, in respect of staff directly employed by Randa Accessories UK Limited but utilised by Randa UK Limited.

 

Included within wages and salaries is redundancy costs totalling £685,423.

7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
40,000
41,978
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
106,351
25,961
Other interest income
-
677
Total income
106,351
26,638
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
106,351
25,961
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 24 -
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
11,625
-
Interest payable to group undertakings
89,472
14,854
101,097
14,854
Other finance costs:
Other interest
126
9,776
Total finance costs
101,223
24,630
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,837,232
1,139,035
Adjustments in respect of prior periods
10,931
-
0
Total current tax
1,848,163
1,139,035
Deferred tax
Origination and reversal of timing differences
(349,208)
1,454
Adjustment in respect of prior periods
(35,812)
-
0
Total deferred tax
(385,020)
1,454
Total tax charge
1,463,143
1,140,489
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
10
Taxation (continued)
- 25 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
11,177,440
4,852,491
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2023: 24%)
2,794,360
1,140,335
Tax effect of expenses that are not deductible in determining taxable profit
4,874
-
0
Chargeable gain
2,423
-
0
Change in unrecognised deferred tax assets
(350,658)
-
0
Adjustments in respect of prior years
10,931
-
0
Effect of change in corporation tax rate
-
154
Depreciation on assets not qualifying for tax allowances
92,290
-
0
Amortisation on assets not qualifying for tax allowances
(828,194)
-
0
Deferred tax adjustments in respect of prior years
(35,812)
-
0
Short term timing differences
(227,071)
-
0
Taxation charge
1,463,143
1,140,489
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
-
3,215,693
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 26 -
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024
164,019
Additions - business combinations
(4,500,953)
At 31 December 2024
(4,336,934)
Amortisation and impairment
At 1 January 2024
164,019
Amortisation charged for the year
(3,312,778)
At 31 December 2024
(3,148,759)
Carrying amount
At 31 December 2024
(1,188,175)
At 31 December 2023
-
0
Company
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
164,019
Amortisation and impairment
At 1 January 2024 and 31 December 2024
164,019
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
12
Intangible fixed assets (continued)
- 27 -

The additions in the year consists of assets acquired from totes Isotoner (UK) Limited (Company number 01530567) on 31 May 2024. The negative goodwill acquired consists of:

£
Tangible fixed assets
4,372,599
Stock
5,986,742
Debtors
3,220,466
Bank
2,357,957
Creditors
(2,771,925)
Deferred tax liability
(205,878)
12,959,961
Consideration paid
(8,459,008)
Negative goodwill acquired
4,500,953
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 28 -
13
Tangible fixed assets
Group
Freehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2024
-
0
-
0
47,571
52,682
12,647
-
0
112,900
Additions
13,135
-
0
25,027
11,608
3,177
-
0
52,947
Business combinations
4,095,933
18,438
142,594
54,116
-
0
61,518
4,372,599
Disposals
(4,040,000)
(255)
(22,517)
-
0
(1,787)
(4,451)
(4,069,010)
Transfers
(69,068)
-
0
69,068
-
0
-
0
-
0
-
0
At 31 December 2024
-
0
18,183
261,743
118,406
14,037
57,067
469,436
Depreciation and impairment
At 1 January 2024
-
0
-
0
47,571
52,356
12,296
-
0
112,223
Depreciation charged in the year
-
0
-
0
28,397
17,997
913
18,160
65,467
Eliminated in respect of disposals
-
0
-
0
(22,518)
-
0
(1,787)
(4,451)
(28,756)
At 31 December 2024
-
0
-
0
53,450
70,353
11,422
13,709
148,934
Carrying amount
At 31 December 2024
-
0
18,183
208,293
48,053
2,615
43,358
320,502
At 31 December 2023
-
0
-
0
-
0
326
351
-
0
677
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 29 -
Company
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2024
47,571
52,682
12,647
112,900
Additions
-
0
-
0
3,177
3,177
Disposals
-
0
-
0
(1,787)
(1,787)
At 31 December 2024
47,571
52,682
14,037
114,290
Depreciation and impairment
At 1 January 2024
47,571
52,356
12,296
112,223
Depreciation charged in the year
-
0
69
913
982
Eliminated in respect of disposals
-
0
-
0
(1,787)
(1,787)
At 31 December 2024
47,571
52,425
11,422
111,418
Carrying amount
At 31 December 2024
-
0
257
2,615
2,872
At 31 December 2023
-
0
326
351
677
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
8,459,008
-
0
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
-
Additions
8,459,008
At 31 December 2024
8,459,008
Carrying amount
At 31 December 2024
8,459,008
At 31 December 2023
-
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 30 -
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
totes Isotoners (UK) Limited
United Kingdom
Ordinary
100.00
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
6,615,692
444,065
576,264
444,065
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
9,252,877
4,647,708
4,928,078
4,647,708
Other debtors
596,385
38,801
94,774
38,801
Prepayments and accrued income
551,320
57,461
93,551
57,461
10,400,582
4,743,970
5,116,403
4,743,970
Deferred tax asset (note 20)
182,863
3,721
3,721
3,721
10,583,445
4,747,691
5,120,124
4,747,691
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
19
7,217
-
0
-
0
-
0
Trade creditors
4,172,261
1,882,815
3,139,916
1,882,815
Amounts owed to group undertakings
171,361
154,288
171,361
154,288
Corporation tax payable
592,864
98,968
552,744
98,968
Other taxation and social security
601,140
14,125
4,251
14,125
Other creditors
1,847
5,091
1,847
5,091
Accruals and deferred income
3,432,104
771,341
1,039,558
771,341
8,978,794
2,926,628
4,909,677
2,926,628
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 31 -
19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
7,217
-
0
-
0
-
0

 

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2024
2023
Group
£
£
Accelerated capital allowances
(44,339)
471
Other short term timing differences
227,202
3,250
182,863
3,721
Assets
Assets
2024
2023
Company
£
£
Accelerated capital allowances
471
471
Other short term timing differences
3,250
3,250
3,721
3,721
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(3,721)
(3,721)
Credit to profit or loss
(385,020)
-
On acquisition of business combination
205,878
-
Asset at 31 December 2024
(182,863)
(3,721)

 

Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 32 -
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
69,248
-

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.

22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2

Every ordinary share carries one vote and is entitled to participate pari passu with other ordinary shares in any dividend or capital distribution.

23
Reserves
Profit and loss reserves

Profit and loss reserves include all current and prior period retained profits and losses.

24
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
2024
2023
2024
2023
£
£
£
£
Within one year
302,213
48,402
39,762
48,402
Between two and five years
1,002,200
39,762
-
39,762
In over five years
1,375,000
-
-
-
2,679,413
88,164
39,762
88,164
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 33 -
25
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Interest received
Purchases
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
-
-
295,521
227,460
Company
Entities over which the company has control, joint control or significant influence
26,300
-
-
-
Other related parties
-
-
295,521
227,460
Management charges payable
Interest payable
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
1,731,042
1,632,578
89,472
14,854
Company
Other related parties
1,731,042
1,632,578
89,472
14,854

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Other related parties
88,496
154,288
Company
Other related parties
88,496
154,288
Other information

 

On 31 December 2024, freehold land and buildings of the group was disposed of to a related party company for a value of £4,040,000.

Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 34 -
26
Controlling party

The immediate and ultimate parent company is Randa International Holdings LLC, which is organised and incorporated in the United States of America.

27
Cash generated from group operations
2024
2023
£
£
Profit after taxation
9,714,297
3,712,002
Adjustments for:
Taxation charged
1,463,143
1,140,489
Finance costs
101,223
24,630
Investment income
(106,351)
(26,638)
Gain on disposal of tangible fixed assets
(19,892)
-
Amortisation and impairment of intangible assets
(3,312,778)
-
Depreciation and impairment of tangible fixed assets
65,467
262
Movements in working capital:
(Increase)/decrease in stocks
(184,885)
558,725
(Increase)/decrease in debtors
(2,436,146)
110,016
Increase/(decrease) in creditors
2,792,862
(400,613)
Cash generated from operations
8,076,940
5,118,873
28
Cash generated from operations - company
2024
2023
£
£
Profit after taxation
4,935,066
3,712,002
Adjustments for:
Taxation charged
1,646,776
1,140,489
Finance costs
89,598
24,630
Investment income
(121,720)
(26,638)
Gain on disposal of tangible fixed assets
(83)
-
Depreciation and impairment of tangible fixed assets
982
262
Movements in working capital:
(Increase)/decrease in stocks
(132,199)
558,725
(Increase)/decrease in debtors
(372,433)
110,016
Increase/(decrease) in creditors
1,529,273
(400,613)
Cash generated from operations
7,575,260
5,118,873
Randa UK Limited
Notes to the group financial statements (continued)
for the year ended 31 December 2024
- 35 -
29
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
4,744,579
4,627,432
9,372,011
Obligations under finance leases
-
(7,217)
(7,217)
4,744,579
4,620,215
9,364,794
30
Analysis of changes in net funds - company
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
4,744,579
(2,047,720)
2,696,859
2024-12-312024-01-01falsefalseCCH SoftwareCCH Accounts Production 2025.100Jeffrey SpiegelJustin SpiegelB 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