REGISTERED NUMBER: 12268271 (England and Wales)

SOMETHING DIFFERENT WHOLESALE HOLDINGS

LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mrs J Wallace-Jones

Mr A J David

REGISTERED OFFICE:

C/O Bevan Buckland LLP

Ground Floor

Cardigan House

Swansea

SA7 9LA

REGISTERED NUMBER:

12268271 (England and Wales)

AUDITORS:

Bevan Buckland LLP

Chartered Accountants

And Statutory Auditors

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

Trading activities of the group continued to perform strongly in 2024, with turnover increasing for the third consecutive year to £11.5 million (2023: £11.0 million). This reflects robust demand across our product lines and successful retention of our loyal customer base. Gross profit margin remained stable at 39.5% (2023: 40.5%), indicating disciplined cost control and resilient pricing strategies amidst ongoing economic pressures.

2024

2023

2022

2021

Turnover £'000

11,473

11,002

10,635

12,716

Gross Profit Margin

39.5%

40.5%

39.6%

41.7%

Average Number of Employees

90

80

90

94

KEY PERFORMANCE INDICATORS

The directors monitor several key performance indicators (KPIs) to assess the group's progress and inform decision-making. The primary financial KPIs are:

- Turnover

- Operating profit

- Gross profit margin

These are closely monitored against budgets and historical trends. In addition, non-financial KPIs, such as order fulfilment rates, customer satisfaction and operational efficiency metrics are also tracked internally to support long-term value creation.

FUTURE PLANS

The directors consider the group's financial position at 31 December 2024 to be sound, and anticipate continued growth in 2025 and beyond. Sales remain substantially above pre-pandemic levels, supported by strong customer relationships and supply chain resilience.

Over the next five years, the group will focus on:

- Expanding into new geographic markets

- Leveraging automation and digital technology to enhance efficiency

- Investing in logistics and warehousing infrastructure

- Developing talent and upskilling staff across operational areas

STAKEHOLDER CONSIDERATION

The group recognises the importance of engaging with all stakeholders, including employees, customers, suppliers, and the wider community. Open communication, ethical trading, and a commitment to high standards of conduct form the foundation of our stakeholder approach.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors regularly review the key risks and uncertainties facing the business and implement appropriate measures to mitigate their impact. The main risks identified are as follows:

Liquidity Risk

The group maintains adequate cash reserves and a prudent approach to cash flow management to ensure it can meet its obligations and respond to unforeseen demands.

Credit Risk

The group's principal financial assets are trade receivables. Credit risk is managed through credit checks, payment history analysis, and ongoing debtor monitoring. Limits are set and reviewed by the Directors.

Interest Rate Risk

Exposure to interest rate risk is limited, as the group holds sufficient cash balances without the need for further borrowings.

Economic and Cost Pressures

Ongoing inflation, rising labour costs, and national insurance increases continue to present a challenge. The directors review pricing structures and cost controls regularly and are implementing automation and process improvements to offset these increases.

Supply Chain Risk

Disruption in global supply chains, particularly in light of proposed tariff changes in the US, could affect availability and cost of goods. The group maintains strategic stock levels and builds contingency plans with suppliers to mitigate these risks.

Cybersecurity and Data Protection

As technology becomes increasingly central to our operations, the risk of cyber threats has grown. The group regularly reviews its IT infrastructure and cybersecurity protocols to enhance data protection and business continuity and maintains cyber insurance cover.

Regulatory Risk

Ongoing changes in trade, VAT, customs rules, GPSR and EPR packaging & waste regulations require careful navigation. The directors stay informed of developments and adapt systems and processes accordingly.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

The group is committed to reducing its environmental impact and embedding sustainability into its operations. In 2022, we introduced a formal sustainability policy, with a target to reduce carbon emissions by 18% by 2030 and to achieve net-zero emissions by 2050.

Key milestones to date include:

- Installation of solar panels on our warehouse roofs in 2023

- Transition to operating entirely on sustainable energy

- Ongoing review of packaging and distribution practices to reduce waste

These initiatives not only reduce environmental risk but also support cost sustainability and long-term operational resilience.

ON BEHALF OF THE BOARD:

Mrs J Wallace-Jones - Director

14 August 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of one of the UK's leading distributors to the gift trade. Products include giftware, home accessories, garden products and ethically sourced ranges amongst many others.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 201,863 .

EVENTS SINCE THE END OF THE YEAR

On 4th April 2025, Something Different Wholesale Group Limited (company number: 16326058) acquired 100% of the called up share capital of the company.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mrs J Wallace-Jones

Mr A J David

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Bevan Buckland LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs J Wallace-Jones - Director

14 August 2025

Opinion

We have audited the financial statements of Something Different Wholesale Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, and then, design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

We discussed our audit independence complying with the Revised Ethical Standard 2019 with the engagement team members whilst planning the audit and continually monitored our independence throughout the process.

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

Identifying and assessing potential risks related to irregularities.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

enquiring of management, including obtaining and reviewing support documentation, concerning the group's policies and procedures relating to:

-

identifying, evaluating, and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

-

internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;

-

discussing among the engagement team how and where fraud might occur in the Financial Statements and any potential indicators of fraud.

-

obtaining an understanding of the legal and regulatory frameworks that the group operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the group, the key laws and regulations we considered in this context included the UK Companies Act and relevant tax legislation.

Audit response to risks identified

In addition to the above, our procedures to respond to risks identified included the following:

-

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations;

-

enquiring of management concerning actual and potential litigation and claims; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC;

-

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments;

-

assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

-

evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

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.

Llinos Williams (Senior Statutory Auditor)

for and on behalf of Bevan Buckland LLP

Chartered Accountants

And Statutory Auditors

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

14 August 2025

TURNOVER

4

11,473,345

11,001,569

Cost of sales

6,948,110

6,546,988

GROSS PROFIT

4,525,235

4,454,581

Administrative expenses

3,807,427

3,226,401

717,808

1,228,180

Other operating income

18,125

18,125

OPERATING PROFIT

6

735,933

1,246,305

Interest receivable and similar income

41,766

6,684

777,699

1,252,989

Interest payable and similar expenses

7

83,461

74,632

PROFIT BEFORE TAXATION

694,238

1,178,357

Tax on profit

8

175,785

291,494

PROFIT FOR THE FINANCIAL YEAR

518,453

886,863

Profit attributable to:

Owners of the parent

518,453

886,863

PROFIT FOR THE YEAR

518,453

886,863

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

518,453

886,863

Total comprehensive income attributable to:

Owners of the parent

518,453

886,863

FIXED ASSETS

Intangible assets

11

48,751

49,380

Tangible assets

12

3,862,086

3,913,451

Investments

13

-

-

3,910,837

3,962,831

CURRENT ASSETS

Stocks

14

3,834,459

3,148,621

Debtors

15

714,209

560,864

Cash at bank and in hand

1,875,557

2,141,373

6,424,225

5,850,858

CREDITORS

Amounts falling due within one year

16

1,818,108

1,429,639

NET CURRENT ASSETS

4,606,117

4,421,219

TOTAL ASSETS LESS CURRENT LIABILITIES

8,516,954

8,384,050

CREDITORS

Amounts falling due after more than one year

17

(2,385,020

)

(2,582,529

)

PROVISIONS FOR LIABILITIES

21

(101,893

)

(88,070

)

NET ASSETS

6,030,041

5,713,451

CAPITAL AND RESERVES

Called up share capital

22

1,053

1,053

Retained earnings

23

6,028,988

5,712,398

SHAREHOLDERS' FUNDS

6,030,041

5,713,451

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2025 and were signed on its behalf by:

Mrs J Wallace-Jones - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

1,054

1,054

1,054

1,054

CURRENT ASSETS

Debtors

15

-

1,000,000

Cash at bank

1,031,530

-

1,031,530

1,000,000

CREDITORS

Amounts falling due within one year

16

7,106

1

NET CURRENT ASSETS

1,024,424

999,999

TOTAL ASSETS LESS CURRENT LIABILITIES

1,025,478

1,001,053

CAPITAL AND RESERVES

Called up share capital

22

1,053

1,053

Retained earnings

23

1,024,425

1,000,000

SHAREHOLDERS' FUNDS

1,025,478

1,001,053

Company's profit for the financial year

226,288

173,080

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2025 and were signed on its behalf by:

Mrs J Wallace-Jones - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,053

4,998,615

4,999,668

Changes in equity

Dividends

-

(173,080

)

(173,080

)

Total comprehensive income

-

886,863

886,863

Balance at 31 December 2023

1,053

5,712,398

5,713,451

Changes in equity

Dividends

-

(201,863

)

(201,863

)

Total comprehensive income

-

518,453

518,453

Balance at 31 December 2024

1,053

6,028,988

6,030,041

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,053

1,000,000

1,001,053

Changes in equity

Profit for the year

-

173,080

173,080

Total comprehensive income

-

173,080

173,080

Dividends

-

(173,080

)

(173,080

)

Balance at 31 December 2023

1,053

1,000,000

1,001,053

Changes in equity

Profit for the year

-

226,288

226,288

Total comprehensive income

-

226,288

226,288

Dividends

-

(201,863

)

(201,863

)

Balance at 31 December 2024

1,053

1,024,425

1,025,478

Cash flows from operating activities

Cash generated from operations

1

343,270

1,862,114

Interest paid

(82,243

)

(73,259

)

Interest element of hire purchase payments paid

(1,218

)

(1,373

)

Tax paid

(74,715

)

(44,655

)

Net cash from operating activities

185,094

1,742,827

Cash flows from investing activities

Purchase of intangible fixed assets

(23,724

)

(3,800

)

Purchase of tangible fixed assets

(101,939

)

(655,934

)

Interest received

41,766

6,684

Net cash from investing activities

(83,897

)

(653,050

)

Cash flows from financing activities

New loans in year

-

1,200,000

Loan repayments in year

(160,412

)

(105,268

)

Capital repayments in year

(8,649

)

(10,899

)

Amount introduced by directors

-

33,808

Amount withdrawn by directors

-

(199,128

)

Equity dividends paid

(197,952

)

(173,080

)

Net cash from financing activities

(367,013

)

745,433

(Decrease)/increase in cash and cash equivalents

(265,816

)

1,835,210

Cash and cash equivalents at beginning of year

2

2,141,373

306,163

Cash and cash equivalents at end of year

2

1,875,557

2,141,373

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

694,238

1,178,357

Depreciation charges

177,656

167,656

Government grants

(18,125

)

(18,125

)

Finance costs

83,461

74,632

Finance income

(41,766

)

(6,684

)

895,464

1,395,836

(Increase)/decrease in stocks

(685,838

)

1,181,832

Increase in trade and other debtors

(153,345

)

(78,249

)

Increase/(decrease) in trade and other creditors

286,989

(637,305

)

Cash generated from operations

343,270

1,862,114

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,875,557

2,141,373

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

2,141,373

306,163

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

2,141,373

(265,816

)

1,875,557

2,141,373

(265,816

)

1,875,557

Debt

Finance leases

(18,794

)

8,649

(10,145

)

Debts falling due within 1 year

(160,461

)

(28,446

)

(188,907

)

Debts falling due after 1 year

(2,571,033

)

188,859

(2,382,174

)

(2,750,288

)

169,062

(2,581,226

)

Total

(608,915

)

(96,754

)

(705,669

)

1.	STATUTORY INFORMATION

Something Different Wholesale Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements include the company and its subsidiaries undertakings and have been prepared using the merger method.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added taxes and other sales taxes. The company distributes products across the world and VAT rates are applied based on the destination of the goods and the applicable VAT laws in the customer's country.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer. Typically, turnover from UK sales is recognised upon despatch of goods, but revenue generated from foreign sales is recognised when the customer receives the goods. Sufficient provisions are made for goods that has been despatched but not received at the year end.

Turnover generated from property rentals and the sale of solar energy is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes and is recognised in the period that it relates.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2015, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of four years.