| REGISTERED NUMBER: |
| Strategic Report, Report of the Director and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| FDS Corporation Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Director and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| FDS Corporation Limited |
| FDS Corporation Limited (Registered number: 08890000) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Director | 7 |
| Statement of Director's Responsibilities | 9 |
| Report of the Independent Auditors | 10 |
| Statement of Comprehensive Income | 14 |
| Statement of Financial Position | 15 |
| Statement of Changes in Equity | 16 |
| Statement of Cash Flows | 17 |
| Notes to the Statement of Cash Flows | 18 |
| Notes to the Financial Statements | 19 |
| FDS Corporation Limited |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Certified Accountants |
| and Statutory Auditors |
| 9 St Clare Street |
| London |
| EC3N 1LQ |
| FDS Corporation Limited (Registered number: 08890000) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The director presents his strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| As home to the most lucrative e-commerce market in Europe and one of the largest globally, the United Kingdom's retail sector maintains a leading position within the region. By capitalising on a resilient supply chain and the strategic advantages of overseas warehousing, the company has further reinforced its market presence and undertaken a pivotal step toward its next stage of development. |
| MARKET OVERVIEW |
| E-Commerce has emerged as the largest retail channel globally, with the United Kingdom (UK) ranking as the third-largest e-commerce market worldwide, following China and the United States. As the most advanced e-commerce market in Europe, the UK reflects a significant shift in consumer shopping behavior and a transformation of the retail landscape: |
| 1) Consumer Behaviour in the UK |
| The landscape of e-commerce in the UK has undergone significant transformation over the past decade, with rapid acceleration in the post-pandemic period. As of 2024, hybrid and remote work arrangements remain more prevalent than pre-pandemic levels, and consumers continue to show a strong preference for online shopping. Digital purchasing has become deeply embedded in consumer behaviour, driven largely by the convenience, efficiency, and accessibility it offers. |
| 2) Technology and Logistics Advancements in the UK |
| Efficient online platforms, secure payment systems, and reliable fulfilment and delivery services remain critical to the continued growth of online retail. The widespread adoption of technologies such as artificial intelligence (AI), augmented reality (AR), and mobile commerce has also enhanced the shopping experience, catering to tech-savvy consumers. |
| FUTURE DEVELOPMENTS |
| Landscape of UK E-Commerce market |
| Online sales penetration in the UK has accounted for 28.4% by the end of 2024, which is expected to stabilise around the 25-26% range in the following years. This indicates that the UK has reached a level of online retail saturation, underscoring its position as one of the world's most mature and digitally advanced retail markets. |
| The number of e-commerce users in the UK is projected to reach approximately 62.1 million by 2025, reflecting the continued growth and widespread adoption of online shopping across the country. |
| In addition to the vigorous development of E-Commerce in the past few years, more and more E-Commerce platforms have entered the market. In the past two years, the competition pattern of the E-Commerce market in the UK has become more and more intense. |
| Consumer Portfolio |
| UK consumers are discerning and have high expectations for online shopping. They demand fast, convenient, and personalized experiences across multiple channels and devices. Additionally, they place great importance on trust, security, and transparency when selecting online retailers and payment methods. |
| UK consumers generally exhibit a relatively high level of trust in Chinese brands and products, providing a competitive advantage for Chinese sellers. Fashion has consistently been the top-selling category in the UK market. Additionally, beauty and personal care, sports products, and electronics are among consumers' preferred choices for online shopping. Recent government data indicate that over one-quarter of retail sales in the textile, clothing, and footwear sectors are generated through online channels. Consumer electronics rank as the next highest-grossing category by revenue, with Amazon leading as the foremost online retailer in this segment in the UK. |
| FDS Corporation Limited (Registered number: 08890000) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| FUTURE DEVELOPMENTS - CONTINUED |
| Household goods are also the focus of online shopping for the UK consumers, and online shopping spending in this category is still growing. |
| We remain optimistic about the market environment and believe the market potential remains substantial. Over the past year, leveraging forward-looking strategies, an improved supply chain system, and efficient operational management, the company has steadily strengthened its market share, brand presence and intense competition. Moving forward, we will continue to capitalise on these advantages while focusing on enhancing inventory management and turnover rates, accelerating digitalisation and informatisation efforts, and further consolidating our competitive strengths to achieve even greater performance. |
| IN YEAR PERFORMANCE |
| FDS has consistently pursued growth in the UK domestic market, with a strong commitment to offering consumers a wide range of cost-effective furniture and home products. The company has outperformed the majority of its competitors, particularly in areas such as revenue growth, supply chain efficiency, and cost management. |
| In the e-commerce sector, sufficient warehouse capacity is a key driver of sales growth. Two large-scale warehouses became fully operational alongside the launch of new online stores in FY2024, contributing to a 40% increase in turnover and a 370% growth in profit before tax from previous year. This expanded capacity also supported product diversification and inventory reserves, leading to a notable increase in total assets and positioning the Company for continued gains in the following year. |
| KEY PERFORMANCE INDICATORS |
| The key performance indicators of the company were as follows: |
| 31 December 2024 | 31 December 2023 | Change |
| £'000 | £'000 | % |
| Turnover | 82,621 | 58,997 | 40% |
| Profit/(loss) before tax | 4,091 | 870 | 370% |
| Gross assets | 78,528 | 73,179 | 7% |
| NON-FINANCIAL KEY PERFORMANCE INDICATORS |
| 1) Environmental matters |
| FDS have continued to improve the energy efficiency across the business. Please refer to Streamlined Energy and Carbon Reporting in the Report of the Director. |
| 2) Employee matters |
| As of year-end 2024, the employee turnover rate was 34.21%, the average employee tenure was 724 days (approximately 1 year and 11 months), and the Lost Time Injury Frequency Rate (LTIFR) stood at 669.41, equivalent to 0.067%. |
| 3) Delivery Performance |
| The overall on-time delivery rate exceeded 95%, with a rate of 96.40% on our primary sales platform, Amazon, while the shipment error rate remained low at 0.02%. |
| 4) Returns and Complaints |
| The return/refund rate was approximately 4%, with an average customer response time of 9 hours and 54 minutes. Live support was available 24 hours a day, five days a week (Monday to Friday), supplemented by automated responses on weekends. |
| 5) Customer service satisfaction |
| Customer satisfaction has significantly improved compared to the previous year. Costway UK's Trustpilot rating increased from 2+ to 4.2 stars, and our Amazon store maintains a 93% positive feedback rate. |
| FDS Corporation Limited (Registered number: 08890000) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The director considers the followings as principal risks and uncertainties associated with the industry the company operates in and continuing trade of the business: |
| Economic risks |
| Economic downturns or fluctuations in customer confidence can significantly impact discretionary spending on non -essential items, leading to decreased sales and heightened price sensitivity. Variables such as inflation, interest rates, and unemployment levels can unpredictably influence consumer purchasing behaviour, posing ongoing challenges for retail businesses. |
| Logistics and delivery challenges |
| Unlike short-distance deliveries, cross-border e-commerce orders typically involve longer transit times. During this extended process, the risk of product damage or loss increases. As consumers place greater emphasis on the efficiency and quality of logistics services, expectations have risen-contributing to higher return rates when these standards are not met. |
| Competition |
| Price competition has long been a challenge and continues to intensify as an increasing number of low-cost competitors enter the market. In response to recent U.S. tariffs, more Chinese suppliers are redirecting exports to alternative markets like the UK, leading to an increasing pressure on local brands. Beyond implementing a robust pricing strategy, effective control of operating costs will play an increasingly vital role in sustaining the company's overall profitability and long-term viability. |
| Product Regeneration and customer preference |
| Revitalising, redesigning or relaunching existing products to maintain market relevance presents significant challenges and potential risks. The Company operates in an increasingly sophisticated and dynamic market, where customer preferences are rapidly evolving, particularly towards trends like sustainability or minimalism. Failure to adapt to these shifting preferences may result in a loss of market share. |
| For non-electronic products, the headquarters has a R&D department responsible for designing and recommending new products tailored to consumer needs across different national markets. The company also regularly reviews factory proposals, collaborates with factory R&D teams, and participates in product exhibitions to identify potential new offerings. Due to the higher technical requirements of electronic products, updates and selections in this category proceed more cautiously. Product choices for electronics primarily rely on market demand and factory R&D recommendations. Additionally, when selecting new products, the company carefully considers the regulatory requirements of the target markets to ensure compliance and avoid introducing items that violate local laws and regulations. |
| Reputation Risks |
| The company's brand reputation is highly influenced by customer feedback, which in turn impacts sales performance. To address this, the sales team promptly manages customer refunds and complaints to ensure timely and appropriate resolution of customer concerns. Meanwhile, the operations management team actively monitors the market and brand reputation. |
| FDS Corporation Limited (Registered number: 08890000) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| SECTION 172(1) STATEMENT |
| Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole but having regard to a range of factors set out in section 172(1)(a) - (f) in the Companies Act 2006. The Board considers, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole in the decisions taken during the year ended 31 December 2024. In considering the Company's purpose, vision and values, together with its strategic priorities and having a process in place for decision-making the Board does however, aim to make sure that its decisions are consistent and reasonable. |
| S172(1)(A) The likely consequence of any decision in the long term |
| The Director understands the business and the environment in which the Company operates. The Company's desire to maintain a reputation for high standards of business conduct as well as its long term success. The Board continually assesses and monitors the long-term implications of its decisions to ensure sustainable growth and resilience in the e-commerce sector. Strategic decisions are made with a view to balancing profitability and market expansion and customer satisfaction. We aim to build a competitive advantage that will benefit shareholder over the long term. |
| S172(1)(B) The interests of the company's employees |
| The Director recognises that the employees are essential and core to the operations and for completion of strategic ambitions. The success of business is contingent on attracting, retaining and motivating employees. We aim to maintain a safe working environment through regular health and safety audits, risk assessments, and training sessions to ensure employees have access to proper protective equipment and that safety protocols are regularly updated to reflect best practices. We have implemented automated warehouse systems to reduce physical strain on workers. |
| S172(1)(C) The need to foster the company's business relationships with suppliers, customers and others |
| The Director notes that maintaining strong relationships with our suppliers, partners, and customers is crucial for the success of our business. The Board takes steps to ensure ethical sourcing practices and long-term collaborations with key suppliers, which ensures product availability and quality. |
| Customers safety and satisfaction are pivotal to the success of our business. The needs, behaviours and feedback of our customers are regularly collected, evaluated and utilised to develop our long term strategy. In the process of product design and category marketing, the company also pays close attention to market changes and in-depth analysis of consumer demand adjustments. |
| S172(1)(D) The impact of the company's operations on the community and the environment |
| The Board recognises the importance of corporate social responsibility and the impact of our operations on the environment. |
| We have implemented a range of sustainability initiatives, including reducing packaging waste, improving energy efficiency in logistics, and transitioning to carbon-neutral delivery options. As customers increasingly prefer environmentally friendly, energy-saving and low-emission products, the company is aligning its supply chain accordingly. All suppliers will be required to provide wood-cutting certificates to ensure that timber used in furniture products complies with sustainable harvesting standards. For upholstered products, such as gymnastics mats, we prioritise the use of renewable materials. In selecting refrigerants, we have upgraded from the original R29 filling to the more environmentally friendly R32 materials in our air conditioning products. |
| We are also committed to supporting local communities through partnerships and employment opportunities. |
| FDS Corporation Limited (Registered number: 08890000) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| S172(1)(E) The desirability of the company maintaining a reputation for high standards of business conduct |
| The Company aims to maintain a reputation for high standards of business conduct to meet customers' expectation and satisfactions. The board periodically reviews and approves the codes of practice in place in the Company to ensure that its high standards are maintained both within the Company and the business relationships we maintain. |
| S172(1)(F) The need to act fairly as between members of the company |
| The Board acknowledges that every decision it makes aim to benefit the company and its shareholder. After weighing up all factors surrounding the decision and by taking into account the Company's overall vision and goals, the Board aims to make sure that the decisions it makes are dependable and predictable and support the Company's long-term success and the shareholder's interest. |
| ON BEHALF OF THE BOARD: |
| FDS Corporation Limited (Registered number: 08890000) |
| Report of the Director |
| for the Year Ended 31 December 2024 |
| The director presents his report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of retailing a wide range of quality products for the home and garden through online platforms. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024 (2023: Nil). |
| DIRECTOR |
| STREAMLINED ENERGY AND CARBON REPORTING |
| Under the requirements of the Companies Act 2006 (Strategic report and Directors' report) Regulation 2013 and the Companies (Directors' report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, FDS sets out its Streamlined Energy and Carbon Reporting below. |
| FDS is a UK business with one office and two warehouses in Ipswich. FDS also owns company vehicles. Where we have direct operational control of operations at these sites, and usage if found to be material (i.e. >5%), energy consumption and resulting greenhouse gas ("GHG") emissions are included in our figures. FDS's distribution activities are managed by third-party providers and therefore emissions relating to distribution are not included in the below figures. |
| Area | Unit | FY2023-24 | FY2022-23 | Change % |
| Energy consumed | kWh | 358,314.53 | 356,111.11 | +0.6% |
| GHG Scope 1 emissions | t CO2e | 0.15 | 0.16 | -6.3% |
| GHG Scope 2 emissions | t CO2e | 58.74 | 58.28 | +0.8% |
| Total location-based GHG scope 1 and 2 emissions |
t CO2e |
58.89 |
58.44 |
+0.8% |
| GHG intensity (location-based emissions) per sq ft of floor area |
t CO2e / '000 sq ft |
1.47 |
1.47 |
| Employee mileage claim | km | 622.8 | 522.0 | +19.3% |
| GHG Scope 3 emissions | kg CO2e | 87.2 | 76.9 | +13.4% |
| Definitions |
| Energy consumed: Diesel used, purchased electricity consumed and electricity generated by solar panel. |
| Scope 1: Emissions from diesel used by the company owned vehicles. |
| Scope 2: Emissions associated with the generation of purchased electricity. |
| Scope 3: Emissions calculated from employee mileage claim for business travel in private vehicles (small cars). |
| Scope 1 and 2 methodology |
| Methodology: The Greenhouse Gas Protocol - A Corporate Accounting and Reporting Standard (2015 edition). |
| Conversion factors: UK Government GHG Conversion Factors for Company Reporting (2023 & 2024 Conversion factors) |
| Boundary: The office and two warehouses in Ipswich |
| Exclusions: Fugitive emission from fire extinguisher etc. (accounting for <5% footprint) |
| Energy Efficiency Actions |
| In 2023-2024 and 2022-2023, the company taken: |
| - Warehouse LED lighting |
| - EV vans |
| - Renewable energy |
| MATTERS INCLUDED IN THE STRATEGIC REPORT |
| The company has chosen to disclose information relating to future developments, financial risk assessment and fair review of the business in the Strategic Report in accordance with Section 414C (11) of the Companies Act 2006. |
| FDS Corporation Limited (Registered number: 08890000) |
| Report of the Director |
| for the Year Ended 31 December 2024 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Shinewing Wilson Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| FDS Corporation Limited (Registered number: 08890000) |
| Statement of Director's Responsibilities |
| for the Year Ended 31 December 2024 |
| The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
| Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
| Report of the Independent Auditors to the Members of |
| FDS Corporation Limited |
| Opinion |
| We have audited the financial statements of FDS Corporation Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 director's 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 director with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The director is responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Director and the Statement of Director's Responsibilities, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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 the audit: |
| - | the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| FDS Corporation Limited |
| 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 Report of the Director. |
| We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page nine, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| FDS Corporation Limited |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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: |
| Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. |
| The following laws and regulations were identified as being of significance to the entity: |
| - Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation. |
| - It is considered that there are other laws and regulations for which non-compliance may be fundamental to the operating aspects of the business such as health and safety, GDPR, Plastic Packaging Tax (PPT), The Consumer Rights Act 2015 and Import & Export Regulations in the UK. |
| Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. |
| No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| FDS Corporation Limited |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Chartered Certified Accountants |
| and Statutory Auditors |
| 9 St Clare Street |
| London |
| EC3N 1LQ |
| FDS Corporation Limited (Registered number: 08890000) |
| Statement of Comprehensive Income |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 4 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 4,077,542 | 864,086 |
| Other operating income |
| OPERATING PROFIT |
| Interest receivable and similar income |
| PROFIT BEFORE TAXATION | 6 |
| Tax on profit | 7 | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| FDS Corporation Limited (Registered number: 08890000) |
| Statement of Financial Position |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 8 |
| CURRENT ASSETS |
| Stocks | 9 |
| Debtors | 10 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 11 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| PROVISIONS FOR LIABILITIES | 13 |
| NET ASSETS/(LIABILITIES) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 14 |
| Retained earnings | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| The financial statements were approved by the director and authorised for issue on |
| FDS Corporation Limited (Registered number: 08890000) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| FDS Corporation Limited (Registered number: 08890000) |
| Statement of Cash Flows |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) | ( |
) |
| Tax paid | ( |
) |
| Net cash from operating activities | ( |
) | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of tangible fixed assets |
| Interest received |
| Net cash from investing activities | ( |
) | ( |
) |
| Decrease in cash and cash equivalents | ( |
) | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
3,541,235 |
| Cash and cash equivalents at end of year | 2 | 1,827,592 | 3,307,382 |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Statement of Cash Flows |
| for the Year Ended 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Loss on disposal of fixed assets |
| Finance income | (540 | ) | (513 | ) |
| 4,742,778 | 1,554,850 |
| Decrease/(increase) in stocks | ( |
) |
| Increase in trade and other debtors | ( |
) | ( |
) |
| Increase in trade and other creditors |
| Cash generated from operations | ( |
) | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 1,827,592 | 3,307,382 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 3,307,382 | 3,541,235 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 3,307,382 | (1,479,790 | ) | 1,827,592 |
| 3,307,382 | ( |
) | 1,827,592 |
| Total | 3,307,382 | (1,479,790 | ) | 1,827,592 |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| FDS Corporation Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirement of paragraph 33.7. |
| Going concern |
| The Company had net current liabilities of £1.7mil mainly due to the balance owed to a related party which under the common control. The related party has agreed not to chase for the repayment until the company has the ability to do so. The company had cash reserves of £1.8mil and net assets of £1.9mil at the balance sheet date, and has also obtained financial support letter from Ningbo Hooya, a company under common control, to support its working capital requirements for at least 12 months from the date of signing the financial statements. Based on these, the Director has concluded that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing the financial statements. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Retail Sales of goods - internet based transactions |
| The company sells goods via its websites and other ecommerce platforms to the customer. Revenue is recognised when the risks and rewards of the inventory are passed to the customer. For deliveries to the customer this is the point of delivery the product out of the warehouse. Transactions are settled by credit or payment card. |
| Tangible fixed assets |
| Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended. |
| Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life. |
| Short leasehold - over 15 years |
| Improvement to property - 10% on cost |
| Fixtures and fittings - 10% on cost |
| Computer equipment - 25% on cost |
| Motor vehicles - 10% on cost. |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Stocks |
| Stocks are valued on a weighted average cost basis and carried at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all direct expenditure and other attributable costs incurred in bringing inventories to their present location and condition. All inventories are finished goods. |
| At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. |
| Financial instruments |
| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments. |
| Financial instruments are recognised 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 trade and other receivables 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest. |
| 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 trade and other payables, and loans from group undertakings, 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. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest method. |
| Share capital |
| Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. |
| The company's ordinary shares are classified as equity instruments. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Operating leasing commitments - company as lessee |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Cash and cash equivalents |
| Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The company has not made any significant judgements when applying the accounting policies. |
| Key Sources of Estimation and Uncertainty |
| Useful lives of property, plant and equipment |
| Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the company's accounting policy. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives shorten then depreciation charges in the financial statements would increase and carrying amounts of property, plant and equipment would reduce accordingly. The carrying amount of property, plant and equipment by each class is included in note 8 and details of the useful lives are included within the accounting policy. |
| Stock provision and cost allocation |
| Management review the market value and demand for its stocks on a periodic basis. Any provision for impairment is recorded against the carrying value of stocks. Management estimate future selling prices and demand for products using their knowledge of market conditions, historical experiences and estimates of future events. |
| The cost of stock include costs of purchase and other costs incurred in bringing the stock to its present location and condition ("incidental costs"). The costs of purchase of stock include purchase price, import duties and other irrecoverable taxes, transport and handling costs and other directly attributable costs. Transport and handling costs are based on shipping container weight, and it is therefore impractical for management to allocate the transport and handling costs in proportion to the weight of each product. Accordingly, management attributes transport and handling costs incurred to closing stock in the same proportion as the value of that closing stock bears to the value of total purchases made during year. Import duty and other irrecoverable taxes incurred are attributed to closing stock on the same basis. Management considers that this method gives a reasonable estimate of the incidental costs attributable to closing stock. A total of £492,988 (2023: £471,722) has been attributed to the closing stock shown in Note 9. |
| 4. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 4. | TURNOVER - continued |
| An analysis of turnover by geographical market is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| United Kingdom |
| 5. | EMPLOYEES AND DIRECTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| Customer service | 2 | 2 |
| Office | 8 | 7 |
| Warehouse | 32 | 31 |
| The average number of employees during the year was 43 (2023 - 41). |
| During the year, the director was not remunerated for services provided to the company as these costs were borne by other companies in the group. |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Director's remuneration |
| 6. | PROFIT BEFORE TAXATION |
| The profit is stated after charging/(crediting): |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Loss on disposal of fixed assets |
| Auditors' remuneration |
| Auditors' remuneration for non audit work |
| Foreign exchange differences | ( |
) |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 7. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the profit for the year was as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax | ( |
) |
| Tax on profit | ( |
) |
| Reconciliation of total tax charge/(credit) included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Depreciation in excess of capital allowances |
| Utilisation of tax losses | ( |
) | ( |
) |
| Deferred tax provided during the year | 1,042,081 | (738,628 | ) |
| Total tax charge/(credit) | 1,042,186 | (738,531 | ) |
| In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). For the financial year ended 31 December 2024, the company still used the 19% of effective tax rate charged on UK corporation tax as the taxable profit was below £50,000 after utilising tax losses. |
| Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements. |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Improvements | Fixtures |
| Short | to | and |
| leasehold | property | fittings |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 9. | STOCKS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Stocks |
| Stock provision | ( |
) | ( |
) |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade debtors |
| Trade debtors-related party | 16,333,136 | 9,731,533 |
| Other debtors |
| Deferred tax asset |
| Prepayments and accrued income |
| Deferred tax asset |
| 31.12.23 |
| £ |
| Accelerated capital allowances | ( |
) |
| Tax losses carried forward |
| Included in prepayments, there is amount of £4,249,530 (2023: £Nil) owed by THAIYA Co, Limited, which company is under the control of the Director W Wu. The balance is unsecured and interest free, has no fixed date of repayment and is repayable on demand. |
| 11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Trade creditors-related party | 69,874,379 | 67,365,823 |
| Tax |
| Social security and other taxes |
| VAT | 2,869,233 | 2,789,411 |
| Other creditors |
| Directors' current accounts | 100,129 | 100,129 |
| Accrued expenses |
| 12. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 13. | PROVISIONS FOR LIABILITIES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances |
| Tax losses carried forward | ( |
) |
| Other provisions | 291,552 | 249,544 |
| Deferred | Other |
| tax | provisions |
| £ | £ |
| Balance at 1 January 2024 | ( |
) |
| Provided during year |
| Balance at 31 December 2024 |
| The balance of other provisions represents the provision for goods return related to sales in the accounting period. Although the returned policy is within 30 days, client accept refund exceeding this period, which mainly depends on the refund reason. |
| 14. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary | £1 | 111 | 111 |
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. |
| 15. | RELATED PARTY DISCLOSURES |
| During the year the company made purchase of £47,397,301 (2023: £52,500,524) from General Toys Co., Limited. At the balance sheet date, an amount of £69,644,379 (2023: £67,365,823) was owed by the company to General Toys Co., Limited. |
| During the year the company made purchase of £6,927,516 (2023: £Nil) from THAIYA Co., Limited. Balances with the related parties at the year end have been disclosed in Note 10. |
| During the year the company received service of £230,000 (2023: £Nil) from Longtech International PTE. LTD, a company owned by a close family member of the director Wei Wu. At the balance sheet date, an amount of £230,000 (2023: £Nil) was owed by the company to Longtech International PTE. LTD. |
| During the year the company made sales of £32,401,653 (2023: £26,026,425) to Ningbo Jianyi Import & Export Co., Ltd, a company owned by a close family member of the director Wei Wu. At the balance sheet date, an amount of £16,333,136 (2023: £9,731,533) was owed from Ningbo Jianyi Import & Export Co., Ltd to the company. |
| At the balance sheet date, the company owed an amount of £100,129 (2023: £100,129) to the Director W Wu. The balance is unsecured and interest free, has no fixed date of repayment and is repayable on demand. |
| FDS Corporation Limited (Registered number: 08890000) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| Costway Corp (incorporated in Cayman Islands ) is regarded by the director as being the company's ultimate parent company. |
| 16. | ULTIMATE CONTROLLING PARTY |
| The immediate parent company is Costway Corp., a company registered in the Cayman Islands and the intermediate parent company is FDS International Group Ltd, a company registered in British Virgin Islands. |
| The ultimate controlling party is Mr Wei Wu. |