Company registration number 10948186 (England and Wales)
LISTERS CENTRAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2024
LISTERS CENTRAL LIMITED
COMPANY INFORMATION
Directors
S Gardiner
S McLaughlin
C Sharpe
P Tranter
Company number
10948186
Registered office
Unit 2
Govan Road
Fenton Industrial Estate
Stoke-on-Trent
ST4 2RS
Auditor
Mercer & Hole LLP
The Pinnacle
170 Midsummer Boulevard
Milton Keynes
Buckinghamshire
MK9 1BP
LISTERS CENTRAL LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
LISTERS CENTRAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2024
- 1 -
The directors present the strategic report for the year ended 31 October 2024.
Fair review of the business
The invasion of Ukraine in February 2022 triggered the start of a renewed spiral in supply chain costs for the fenestration sector. Unlike the cost spiral that followed the first lock down in 2020 the associated increases in household living costs and interest rates resulted in a significant decline in consumer confidence, a leading indicator for most of our business. This in turn has caused a marked decline in consumer demand for fenestration products, sadly this has led to a number of businesses in our sector closing.
We have an effective and professional sales and marketing team who have risen to the challenges of a tough market by continuing to increase our market share in our traditional segments and by continuing to add other segments with more resilient end-user demand. We are pleased to report that in the year to 31 October 2024 we continued our trend of top-line growth against a backdrop which has seen many of our competitors report reductions in sales. Delivering this strategy has required continued investment in people, sales and marketing resource and continued investment in our manufacturing activities.
Increases in base rates since December 2021 have significantly added to the cost of borrowing on all of the group debt facilities but we are pleased to note the downward trend in borrowing costs. The group remains well financed, compliant with all of its debt covenants and with significant headroom on its working capital facilities.
We have responded to the growing demand for our products with significant increases in capacity. Some of this has been delivered through capital expenditure investing in new plant and equipment and other significant increases have been delivered through the efforts of our colleagues in constantly improving the way in which we work. We continue to seek opportunities to improve our processes and to be innovative in the both the products we manufacture and the way in which we go to market.
The group has continued support from the shareholders and continues to make significant investments in new plant, machinery and stock to support shorter lead-times and a growing product portfolio.
Environmental and Social Governance (ESG)
The directors have chosen to include an ESG statement in these financial statements. We believe that as a major player in the fenestration industry and an employer of over 300 people our group has an obligation to our environment and to the communities in which we operate.
The board of GJB Holdings Limited has made a commitment to our group being carbon neutral by 31 October 2030. This will be delivered by a mixture of changes in the way we operate our business and carbon offset agreements for those emissions which we are unable to eradicate.
We are fortunate in having key suppliers who also take a responsible approach to the management of their emissions and we will continue to work with them and with others in our supply chain to manage the impact on the environment from our supply chain.
We have already achieved ISO 14001 at both of our factories and ISO 50001 (environmental and energy management) is in place at the company's factories. This is an important step in our continuous process of embedding environment and energy management within our business and in managing our Scope 1 and 2 emissions. We will use the valuable information delivered through our energy management systems to implement new approaches to the way we operate our business. We have already implemented a policy for all company cars to be fully electric and replaced the worst performing vehicles in our commercial fleet with new lower emission vehicles.
We place emphasis on minimising waste through robust waste management policies which seek to deliver environmentally appropriate recycling wherever viable. Our suppliers of PVCu systems have strong recycling credentials meaning that a significant proportion of our finished goods are made from recycled materials. We seek to recycle as much of the waste produced within our operations as possible and we also offer recycling facilities to many of our smaller customers by offering a waste to recycling facility at our “Listers Hubs”.
LISTERS CENTRAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 2 -
We believe that it is important that we contribute to the communities in which we operate and to the wider social environment. We actively encourage our staff to participate in community activities and where appropriate we offer them support in delivering on these personal commitments.
The wellbeing of all of our colleagues is an important part of the way we operate the business. All employees receive additional benefits in the form of life assurance cover and access to other benefits programmes providing health and wellbeing support. We also continue a programme of training which will ensure that every part of our business has at least one person who holds a certification from Mental Health England in Mental Health First Aid. In addition, all of our colleagues now benefit from the availability of a wide range of support and counselling advice provided as part of their employment package.
Principal risks and uncertainties
The company's market is England and Wales and therefore the performance of the UK economy and consumer spending continues to be a dominant risk factor for the performance of the company. During the year to 31 October 2024 consumer confidence remained constrained by rises in the cost of living and continued economic uncertainty. Our response to this has been to focus on increasing our market share and balancing our risk across our various routes to market with an increased proportion of our sales being made through customers serving more resilient markets such as social housing.
We maintain a broad customer base retaining significant geographic and sector spread and our product range gives us access to a diverse demographic of consumers through our retail and trade customer base. We monitor our customer concentration by type and by market and target our sales effort to manage our exposure to economic change.
The company buys primarily from other UK companies, these in turn may source goods internationally. Ultimately the company is exposed through the supply chain to price risks which could result from exchange rate movements and a potential reduction in supply due to geopolitical change. The company monitors these risks on a continuous basis.
The company does not have any significant reliance on labour or other services from non-UK resident sources.
Price risk, credit risk, liquidity risk and cashflow risk
The company does not use hedging or other complex financial instruments.
The company has close relationships with major suppliers and closely monitors the underlying drivers for changes in supply chain costs. This allows us to manage our value chain. The directors do not consider that the company has a significant price risk.
The company has a diverse customer base with no customer representing more than 7% of group turnover. The company operates a tight credit control procedure including setting and enforcing credit limits using credit checking agencies.
The company also insures its trade debtors. The directors do not consider there to be a significant credit risk.
Subordinated loans carry a fixed interest rate and loans from the commercial lender are on a rate linked to the Bank of England Base Rate. The significant rises in the base rate over the period since December 2021 have increased the cost of group borrowing but this has been to some degree mitigated by the reduction in margins charged on term debt as a result of the debt restructuring completed in October 2022. The downward trend in the Bank of England base rate is already reducing ongoing borrowing costs. The directors do not consider that the group or this company have a significant liquidity risk.
The review of the business commented on the mix between short- and long-term debt due the restructuring of the group's debt. This group continues to maintain significant headroom in working capital facilities and as a result the directors do not consider the group to have a significant cashflow risk.
LISTERS CENTRAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 3 -
Development and performance
Despite the significant challenges in the market and with supply chain cost inflation the company remained profitable. We continue to have a mindset of continuous improvement and are constantly seeking improvements in our processes, products and equipment.
During the financial year further CAPEX investments of £298k were made in our factories by the company and its parent GJB Holdings Ltd and this investment programme has continued into the current financial year. We are also pleased to announce that in the financial year we launched our proprietary software tool “EasyConnect” which enables our customers to have immediate access to product images and pricing from a tablet which significantly adds to their ability to provide rapid and well-presented quotes to potential customers.
The fundamentals of the business are good and we are delighted to welcome new members to our growing business and would like to express our gratitude to all of the team who make our business the success that it is.
Key performance indicators
The directors consider that the key financial indicators of the company’s business are:
Turnover: - £18.9m which equates to an increase of 9% on the prior year, despite the economic environment and significant reductions in volumes experienced by our competitors. We are grateful to both our longstanding and new customers for their continued support.
Gross margin: - 21.4% (2023: 18.9%). We are pleased to report an increase in our gross margin during the financial year. We continue to improve productivity within our factory facilities and work with both our customers and suppliers to balance the pressures from supply chain cost inflation with the need for our customers to remain competitive in a difficult market.
Debtor days: - 54.7 (2023: 55.6). We are pleased to report a reduction in debtor days and continue to work with our customers to manage our working capital profile. We have a large number of customers across the various market segments, and we monitor our debtor days very closely. We are grateful for the continued support and loyalty that we receive from our many customers.
Creditor days: - 66.8 (2023: 71.0). We have long term supply agreements with our major suppliers which include the provision of trade credit facilities. We are grateful to our supply chain for their continued support.
Stock days: - 38.3 (2023: 37.5). We are pleased to have maintained our overall stock days but continue to work on opportunities for stock reductions whilst always seeking to preserve lead times for our customers.
Research and development activities
We continually strive to improve the quality of our products and the efficiency of our manufacturing processes. During the financial year we engaged in several R&D projects relating to the manufacture of our windows and doors, the introduction of a new Aluminium system, the upgrading of our MRP software and the development and launch of our EasyConnect offering.
Future developments and events since the year end
Since the year end we have continued to pursue the various improvement projects underway in the year to October 2024. We recognise the reality of the market challenges arising from the level of consumer confidence and continue to work closely with our customers and suppliers to maintain trading volumes. We continue to invest in our product range and our service delivery and are pleased to continue to welcome new customers.
C Sharpe
Director
3 July 2025
LISTERS CENTRAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 October 2024.
Principal activities
The principal activity of the company continued to be that of the manufacture and distribution of premium PVC and aluminium windows and doors.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
R Frost
(Resigned 27 February 2025)
S Gardiner
S McLaughlin
C Sharpe
P Tranter
Auditor
The auditor, Mercer & Hole LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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
C Sharpe
Director
3 July 2025
LISTERS CENTRAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2024
- 5 -
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; and
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.
LISTERS CENTRAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF LISTERS CENTRAL LIMITED
- 6 -
Opinion
We have audited the financial statements of Listers Central Limited (the 'company') for the year ended 31 October 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 October 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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 year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
LISTERS CENTRAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF LISTERS CENTRAL LIMITED (CONTINUED)
- 7 -
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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006 and tax legislation.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to overstate revenue or understate expenditure and management bias in accounting estimates.
Audit procedures performed by the engagement team included:
discussions with management, including considerations of known or suspected instances of non- compliance with laws and regulations and fraud;
gaining an understanding of management's controls designed to prevent and detect irregularities; and
identifying and testing journal entries.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non- compliance and cannot be expected to detect non-compliance with all laws and regulations.
LISTERS CENTRAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF LISTERS CENTRAL LIMITED (CONTINUED)
- 8 -
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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Andrew Lawes MA MSc FCA (Senior Statutory Auditor)
For and on behalf of Mercer & Hole LLP, Statutory Auditor
Chartered Accountants
The Pinnacle
170 Midsummer Boulevard
Milton Keynes
Buckinghamshire
MK9 1BP
4 July 2025
LISTERS CENTRAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
18,872,476
17,310,024
Cost of sales
(14,833,776)
(14,037,511)
Gross profit
4,038,700
3,272,513
Administrative expenses
(3,871,424)
(3,349,192)
Other operating income
51,450
616,515
Operating profit
4
218,726
539,836
Interest payable and similar expenses
7
(148,400)
(151,514)
Profit before taxation
70,326
388,322
Tax on profit
8
(17,050)
(92,310)
Profit for the financial year
53,276
296,012
The profit and loss account has been prepared on the basis that all operations are continuing operations.
LISTERS CENTRAL LIMITED
BALANCE SHEET
AS AT
31 OCTOBER 2024
31 October 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Negative goodwill
9
(35,800)
(57,277)
Tangible assets
10
1,113,842
1,153,122
1,078,042
1,095,845
Current assets
Stocks
11
1,557,166
1,441,008
Debtors
12
6,389,846
5,256,907
Cash at bank and in hand
161,767
65,322
8,108,779
6,763,237
Creditors: amounts falling due within one year
13
(6,856,305)
(5,616,094)
Net current assets
1,252,474
1,147,143
Total assets less current liabilities
2,330,516
2,242,988
Creditors: amounts falling due after more than one year
14
(1,089,824)
(1,050,000)
Provisions for liabilities
Deferred tax liability
17
220,760
226,332
(220,760)
(226,332)
Net assets
1,019,932
966,656
Capital and reserves
Called up share capital
19
500
500
Profit and loss reserves
1,019,432
966,156
Total equity
1,019,932
966,656
The financial statements were approved by the board of directors and authorised for issue on 3 July 2025 and are signed on its behalf by:
C Sharpe
Director
Company Registration No. 10948186
LISTERS CENTRAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 November 2022
500
670,144
670,644
Year ended 31 October 2023:
Profit and total comprehensive income
-
296,012
296,012
Balance at 31 October 2023
500
966,156
966,656
Year ended 31 October 2024:
Profit and total comprehensive income
-
53,276
53,276
Balance at 31 October 2024
500
1,019,432
1,019,932
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2024
- 12 -
1
Accounting policies
Company information
Listers Central Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2, Govan Road, Fenton Industrial Estate, Stoke-on-Trent, ST4 2RS.
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.
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 each category of financial instrument; 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 GJB Holdings Limited. These consolidated financial statements are available from its registered office, 21 Totman Crescent, Rayleigh, Essex, SS6 7UY.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
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.
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 13 -
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of businesses or trade and assets 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.
Where the fair value of businesses or trade and assets acquired exceeds the cost of acquisition, goodwill recognised is negative.
The negative goodwill in these financial statements is amortised over the period in which the non-monetary assets acquired are expected to provide benefit. This equates to the useful economic life of the tangible fixed assets acquired as part of the trade and assets purchase of Listers Trade Frames Limited.
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
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
5-10% straight line
Fixtures and fittings
14% straight line
Office equipment
14% straight line
Motor vehicles
10% 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.
1.7
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.
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 14 -
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.
1.8
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.
1.9
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.
1.10
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.
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 15 -
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, finance leases and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
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.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 16 -
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.
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
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.
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 17 -
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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Debtor provision
Debtor provision on old and bad debt is designed to ensure that debtors are only held to the extent that they are recoverable.
Stock provision
Stock provision on slow moving and obsolete stock is assessed with reference to selling price, historical sales pattern and post year end trading performance.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods via trade counter
800,690
854,974
Supply of bespoke windows and doors
18,071,786
16,455,050
18,872,476
17,310,024
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
18,872,476
17,310,024
2024
2023
£
£
Other revenue
Intergroup management fees receivable
51,000
615,230
Other income
450
1,285
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 18 -
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
14,200
13,440
Depreciation of owned tangible fixed assets
173,235
167,390
Depreciation of tangible fixed assets held under finance leases
12,954
-
Amortisation of intangible assets
(21,477)
(21,477)
Operating lease charges
291,102
266,569
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Directors
5
5
Support staff
45
41
Direct staff
105
123
Total
155
169
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
4,457,588
4,436,144
Social security costs
389,844
341,990
Pension costs
119,105
127,881
4,966,537
4,906,015
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
108,473
109,800
Company pension contributions to defined contribution schemes
13,015
3,216
121,488
113,016
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 19 -
7
Interest payable and similar expenses
2024
2023
£
£
Interest on invoice finance arrangements
144,165
150,655
Interest on finance leases and hire purchase contracts
4,235
859
148,400
151,514
8
Taxation
2024
2023
£
£
Current tax
Group tax relief
22,622
19,876
Deferred tax
Origination and reversal of timing differences
(5,572)
(940)
Adjustment in respect of prior periods
(2,033)
Tax losses carried forward
75,407
Total deferred tax
(5,572)
72,434
Total tax charge
17,050
92,310
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
70,326
388,322
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.52%)
17,582
87,442
Tax effect of expenses that are not deductible in determining taxable profit
2,061
3,651
Effect of change in corporation tax rate
7,394
Other non-reversing timing differences
(2,593)
(4,144)
Deferred tax adjustments in respect of prior years
(2,033)
Taxation charge for the year
17,050
92,310
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 20 -
9
Intangible fixed assets
Negative goodwill
£
Cost
At 1 November 2023 and 31 October 2024
(200,770)
Amortisation and impairment
At 1 November 2023
(143,493)
Amortisation charged for the year
(21,477)
At 31 October 2024
(164,970)
Carrying amount
At 31 October 2024
(35,800)
At 31 October 2023
(57,277)
10
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 November 2023
1,329,380
414,852
78,605
121,200
1,944,037
Additions
127,831
6,455
623
12,000
146,909
At 31 October 2024
1,457,211
421,307
79,228
133,200
2,090,946
Depreciation and impairment
At 1 November 2023
450,736
267,952
34,154
38,073
790,915
Depreciation charged in the year
121,491
40,586
11,092
13,020
186,189
At 31 October 2024
572,227
308,538
45,246
51,093
977,104
Carrying amount
At 31 October 2024
884,984
112,769
33,982
82,107
1,113,842
At 31 October 2023
878,644
146,900
44,451
83,127
1,153,122
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
2024
2023
£
£
Plant and equipment
142,492
Under the group financing agreement, as detailed further in note 13, the tangible fixed assets of the company have been pledged to secure group borrowings.
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 21 -
11
Stocks
2024
2023
£
£
Raw materials and consumables
1,262,978
1,109,173
Work in progress
61,570
67,652
Finished goods and goods for resale
232,618
264,183
1,557,166
1,441,008
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
2,828,654
2,637,271
Amounts owed by group undertakings
3,306,126
2,348,131
Other debtors
191,225
155,153
Prepayments and accrued income
63,841
116,352
6,389,846
5,256,907
13
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Obligations under finance leases
16
34,134
Trade creditors
2,476,291
2,180,716
Amounts owed to group undertakings
2,348,930
1,525,008
Taxation and social security
228,975
478,690
Other creditors
1,698,399
1,413,360
Accruals and deferred income
69,576
18,320
6,856,305
5,616,094
Included within other creditors is an amount of £1,659,199 (2023: £1,219,583) in respect of amounts owed in relation to an invoice discounting facility. These balances are secured against the company's trade debtors, although wider security is provided as part of a group financing agreement as below.
The company is party to a group financing agreement provided to the parent company, GJB Holdings Limited, and its subsidiaries. This facility includes the invoice discounting facility noted above, in addition to other loan facilities. Under the collective agreement, the lender has a first ranking composite guarantee and debenture, secured via fixed and floating charges, over the assets of the group as a whole.
Many suppliers of raw materials include a reservation of title clause such that amounts owed to those suppliers and included in trade creditors are secured against the raw material stock held by the company. The maximum value of trade creditors which could be secured in this way is £1,262,978 (2023: £1,109,173) as per note 11.
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 22 -
14
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Obligations under finance leases
16
39,824
Loan from parent undertaking
15
1,000,000
1,000,000
Other creditors
50,000
50,000
1,089,824
1,050,000
Other creditors include formal loan notes from directors of the company. These loans accrue interest at a commercial equivalent lending rate, and are shown within other creditors due after one year in accordance with the repayment terms. These loans are subordinate to the group financing agreement.
15
Loans and overdrafts
2024
2023
£
£
Loans from group undertakings
1,000,000
1,000,000
Payable after one year
1,000,000
1,000,000
16
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
39,216
In two to five years
45,752
84,968
Less: future finance charges
(11,010)
73,958
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Finance lease obligations are secured directly against the fixed assets to which they relate. The net carrying value of assets under which finance lease payments are payable at the year end is disclosed on note 10.
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 23 -
17
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
225,821
228,618
Short term timing differences
(5,061)
(2,286)
220,760
226,332
2024
Movements in the year:
£
Liability at 1 November 2023
226,332
Credit to profit or loss
(5,572)
Liability at 31 October 2024
220,760
The deferred tax assets set out above relating to tax losses and short term timing differences are expected to reverse within 12 to 36 months. The deferred tax liability relating to accelerated capital allowances is expected to reverse within the 48 months.
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
119,105
127,881
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.
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
500
500
500
500
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 24 -
20
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
265,967
276,307
Between two and five years
939,854
1,005,821
In over five years
66,667
266,667
1,272,488
1,548,795
21
Capital commitments
Amounts contracted for but not provided in the financial statements:
2024
2023
£
£
Acquisition of tangible fixed assets
-
154,590
22
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Rent payable
2024
2023
£
£
Other related parties
200,000
200,000
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due to related parties
£
£
Key management personnel
50,000
50,000
Loans from key management personnel represent formal loan notes from a director to the company, accrue interest at a commercial equivalent lending rate, and are shown within other creditors due after one year in accordance with the repayment terms.
Balances with non-wholly owned group undertakings relate to intergroup balances with no formal terms. The amounts are included within total amounts owed either by or to group undertakings, as applicable, and are disclosed within the debtors and creditors due within one year notes respectively.
LISTERS CENTRAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
22
Related party transactions
(Continued)
- 25 -
Other information
The company has taken advantage of the exemption made available under FRS 102, para 33.1A to not disclose details of transactions and balances between entities that are wholly owned by the group of which this company is a member.
23
Ultimate controlling party
The company is a subsidiary of GJB Holdings Limited, which is incorporated in England and Wales and has a registered office of 21 Totman Crescent, Rayleigh, Essex, SS6 7UY. Copies of its group financial statements are available from the registered office.
The ultimate parent company is CC117 Limited, which is incorporated in England and Wales and also has a registered office of 21 Totman Crescent, Rayleigh, Essex, SS6 7UY. The consolidated results of the GJB Holdings Limited group of which the company belongs, as above, are consolidated into group financial statements prepared by CC117 Limited, copies of which are available from the registered office.
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