Registration number:
Shoo 677 Limited
for the Period from 10 September 2023 to 31 January 2025
Shoo 677 Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Shoo 677 Limited
Company Information
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Directors |
P Vousden H D Thomas D W Cavanagh J Aylett |
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Registered office |
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Auditors |
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Shoo 677 Limited
Strategic Report for the period from 10 September 2023 to 31 January 2025
The directors present their strategic report for the period from 10 September 2023 to 31 January 2025.
Principal activity
The principal activity of the company is that of a holding company.
The principal activity of the group is that of supply, maintenance, hire and repaid of material handling equipment.
Fair review of the business
The trading subsidiaries, Stacatruc Ltd and Knightsbridge Mechanical Handling Ltd, are both involved in the supply, maintenance, hire and repair of materials handling equipment to a wide range of customers.
The period end January 2025 saw a strong performance of the business, delivering £9.5m of revenue in a 5-month trading period from a consolidated perspective. This reflects the period post purchase of the Group, and ultimate ownership, by YFM Equity Partners. This period of trade delivered a gross margin of 33.7% and an EBITDA of 13.6% , whcih compares to the trading subsidiaries comparative EBITDA for 12 months ending January 2024 was 14%.
The Group consolidated their position in the market by becoming the Mega Dealer for Clark branded fork lifts and accelerating the dealer network expansion within the UK. Moving forward this further supports the plans for both organic and acquisitional growth.
Principal risks and uncertainties
The overall UK Economy post change of Government previously continues to be a marketplace of uncertainty. This has resulted in delays in customer commitment in respect of new purchases, which is countered by an increased demand in financed purchases, hire and extension of maintenance agreements. Thus, meaning the business revenue stream balancing is constantly changing but we have the ability to drive growth as the opportunities arise on all fronts.
Directors have assessed the going concern based on the financial resources detailed and the Budget and future and are confident that the Company is a going concern and is likely to remain so for the foreseeable future.
Approved and authorised by the
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Shoo 677 Limited
Directors' Report for the Period from 10 September 2023 to 31 January 2025
The directors present their report and the for the period from 10 September 2023 to 31 January 2025.
Incorporation
The company was incorporated on
Directors of the group
The directors who held office during the period were as follows:
The following director was appointed after the period end:
Financial instruments
Objectives and policies
The business is looking to target four strategic pillars for growth;
• Hire – expand our hire fleet and increase our hire offering
• complimentary products – ensure we are supplying ancillary items for a complete ‘one stop shop’ experience as well as the materials handling equipment itself
• Mega Dealer – expand the UK network and increase volume via dealerships through provision of stock availability
• Acquisition – strategic targets are bought into the group to enhance our geographic or service portfolio offering
This will all be undertaken utilising a ‘value-add’ ethos from all stakeholder group perspectives and with a view to maximise ultimate return on investment for YFM Equity Partners.
Price risk, credit risk, liquidity risk and cash flow risk
We work with a handful of key suppliers and managing these day-to-day working relationships as partnerships. This is further supported via the new Mega Dealer agreement and enhance support offering from Clark and aids in mitigation of the risk of increased purchase prices and practicalities around operation delays in supply. We further mitigate this via our hire income which is generated from predominantly our own fleet of hire trucks and thus less reliance on third parties in this area.
In terms of liquidity, the relationship with our external partner, Arbuthnot Asset Finance, remains strong and was enhanced at the point YFM Equity Partners took ownership of the business – continuing our ability to meet obligations and take advantage of opportunities as they arise.
Although the business uses a number of detailed operational KPls to track its progress throughout its departments the directors believe the addition of these KPls is not necessary for understanding the development or position of the business.
Shoo 677 Limited
Directors' Report for the Period from 10 September 2023 to 31 January 2025
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
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Shoo 677 Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Shoo 677 Limited
Independent Auditor's Report to the Members of Shoo 677 Limited
Opinion
We have audited the financial statements of Shoo 677 Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 10 September 2023 to 31 January 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and 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 the parent company's affairs as at 31 January 2025 and of the group's loss for the period then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
Shoo 677 Limited
Independent Auditor's Report to the Members of Shoo 677 Limited
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the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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 5], 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 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:
Shoo 677 Limited
Independent Auditor's Report to the Members of Shoo 677 Limited
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. As such, we have considered:
the nature of the industry and sector, control environment and business performance including the company's remuneration policy, bonus levels, and performance targets;
the company's own assessment, including assessments made by key management, of the risks that
irregularities may occur either as a result of fraud or error;
any matters we identified having reviewed the company'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; and
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed amongst the audit engagement team.
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the areas in which management is
required to exercise significant judgement, such as the disclosure of adjusting items. In common with all
audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of
management override.
We also obtained an understanding of the legal and regulatory framework that the company operates in,
focusing on provisions of those laws and regulations that had a direct effect on the determination of material
amounts and disclosures in the financial statements. The key laws and regulations we considered in this
context were the Companies Act, tax legislation and regulations concerning importing and exporting to and
from the UK.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
Newbury
Berkshire
RG14 1QL
Shoo 677 Limited
Consolidated Profit and Loss Account for the Period from 10 September 2023 to 31 January 2025
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Note |
2025 |
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Turnover |
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Cost of sales |
( |
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Gross profit |
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Administrative expenses |
( |
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Other operating income |
( |
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Operating profit |
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Interest payable and similar expenses |
( |
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Loss before tax |
( |
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Tax on loss |
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Loss for the financial period |
( |
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Profit/(loss) attributable to: |
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Owners of the company |
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the period other than the results above.
Shoo 677 Limited
Consolidated Statement of Comprehensive Income for the Period from 10 September 2023 to 31 January 2025
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2025 |
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Loss for the period |
( |
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Total comprehensive income for the period |
( |
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Total comprehensive income attributable to: |
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Owners of the company |
( |
Shoo 677 Limited
(Registration number: 15126766)
Consolidated Balance Sheet as at 31 January 2025
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Note |
2025 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
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Net current liabilities |
( |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
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Provisions for liabilities |
( |
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Net liabilities |
( |
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Capital and reserves |
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Called up share capital |
96,000 |
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Retained earnings |
(709,275) |
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Equity attributable to owners of the company |
(613,275) |
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Shareholders' deficit |
(613,275) |
Approved and authorised by the
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Shoo 677 Limited
(Registration number: 15126766)
Balance Sheet as at 31 January 2025
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Note |
2025 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
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Net current liabilities |
( |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
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Net liabilities |
( |
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Capital and reserves |
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Called up share capital |
96,000 |
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Retained earnings |
(666,830) |
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Shareholders' deficit |
(570,830) |
The company made a loss after tax for the financial period of £666,830.
Approved and authorised by the
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Shoo 677 Limited
Consolidated Statement of Changes in Equity for the Period from 10 September 2023 to 31 January 2025
Equity attributable to the parent company
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Share capital |
Retained earnings |
Total |
Total equity |
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Loss for the period |
- |
( |
( |
( |
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New share capital subscribed |
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- |
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At 31 January 2025 |
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( |
( |
( |
Shoo 677 Limited
Statement of Changes in Equity for the Period from 10 September 2023 to 31 January 2025
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Share capital |
Retained earnings |
Total |
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Loss for the period |
- |
( |
( |
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New share capital subscribed |
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- |
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At 31 January 2025 |
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( |
( |
Shoo 677 Limited
Consolidated Statement of Cash Flows for the Period from 10 September 2023 to 31 January 2025
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Note |
2025 |
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Cash flows from operating activities |
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Loss for the period |
( |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
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Profit on disposal of tangible assets |
( |
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Finance costs |
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Income tax expense |
( |
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Working capital adjustments |
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Increase in stocks |
( |
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Decrease in trade debtors |
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Increase in trade creditors |
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Cash generated from operations |
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Income taxes paid |
( |
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Net cash flow from operating activities |
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Cash flows from investing activities |
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Acquisition of subsidiaries |
( |
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Acquisitions of tangible assets |
( |
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Additional funds for acquisiton of subsidiaries |
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Net cash flows from investing activities |
( |
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Cash flows from financing activities |
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Interest paid |
( |
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Proceeds from issue of ordinary shares, net of issue costs |
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Repayment of other borrowing |
( |
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Proceeds from issue of loan notes |
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Net cash flows from financing activities |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents at 10 September |
- |
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Cash and cash equivalents at 31 January |
286,607 |
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Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
The principal place of business is:
Unit 10 & 11 Pipers Lane Industrial Estate
Pipers Lane
Thatcham
RH19 4NA
United Kingdom
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 January 2025.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements have been prepared on a going concern basis. The directors have assessed going concern based on forecasted financial resources and performance, which indicates the group to be operational for the forseeable future.
Key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed are based on experince and other factors, including expectations of future events that are believed to be reasonable under circumstances.
The judgement and accounting estimates that management has made in the process of applying the groups accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows.
Impairment of non-financial assets - at each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is any indication that the assets are impaired. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less cost to sell and value in use..
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of services, as well as hire of forklift truck and provision of maintenance services in the ordinary course of the Groups’s activities. Turnover is shown net of value added tax, returns, rebates and discounts. Revenue is recognised upon satisfaction of performance obligations including the delivery of forktrucks sold, across the period of hire or the completion of maintenance services.
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax payable and deferred tax.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Plant and machinery |
12.5% - 50% straight line |
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Motor vehicles |
20% straight line basis |
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Office equipment |
25% - 33% reducing balance basis |
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Leasehold improvements |
10% - 25% straight line basis |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
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Asset class |
Amortisation method and rate |
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Goodwill |
10% straight line basis |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
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Turnover |
The analysis of the group's Turnover for the period from continuing operations is as follows:
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2025 |
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Sale of goods |
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Rendering of services |
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The analysis of the group's Turnover for the period by market is as follows:
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2025 |
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UK |
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|
Europe |
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
|
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Profit on disposal of property, plant and equipment |
( |
|
Interest payable and similar expenses |
|
2025 |
|
|
Interest on bank overdrafts and borrowings |
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Interest expense on other finance liabilities |
|
|
Foreign exchange gains |
|
|
|
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
|
|
Wages and salaries |
|
|
Social security costs |
|
|
Other short-term employee benefits |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
|
2025 |
|
|
Administration and support |
|
|
Sales |
|
|
Other departments |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
|
2025 |
|
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
126,401 |
|
Auditors' remuneration |
|
2025 |
|
|
Audit of these financial statements |
41,500 |
|
Other fees to auditors |
|
|
All other non-audit services |
|
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
|
|
Current taxation |
|
|
UK corporation tax |
|
|
Deferred taxation |
|
|
Arising from origination and reversal of timing differences |
( |
|
Tax receipt in the income statement |
( |
The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK of
The differences are reconciled below:
|
2025 |
|
|
Loss before tax |
( |
|
Corporation tax at standard rate |
( |
|
Increase in UK and foreign current tax from adjustment for prior periods |
|
|
Tax decrease from effect of capital allowances |
( |
|
Tax decrease from other short-term timing differences |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Tax decrease arising from group relief |
( |
|
Total tax credit |
( |
|
Intangible assets |
Group
|
Goodwill |
Total |
|
|
Cost or valuation |
||
|
Additions acquired separately |
|
|
|
Acquired through business combinations |
|
|
|
At 31 January 2025 |
|
|
|
Amortisation |
||
|
Amortisation charge |
|
|
|
At 31 January 2025 |
|
|
|
Carrying amount |
||
|
At 31 January 2025 |
|
|
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Tangible assets |
Group
|
Land and buildings |
Office equipment |
Plant and machinery |
Motor vehicles |
Total |
|
|
Cost or valuation |
|||||
|
Cost acquired through business combinations |
|
|
|
|
|
|
Additions |
|
|
|
- |
|
|
Disposals |
( |
( |
( |
- |
( |
|
At 31 January 2025 |
|
|
|
|
|
|
Depreciation |
|||||
|
Depreciation acquired through business combinations |
|
|
|
|
|
|
Charge for the period |
|
|
|
|
|
|
Eliminated on disposal |
- |
( |
( |
- |
( |
|
At 31 January 2025 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 January 2025 |
|
|
|
|
|
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2025 |
|
|
Motor Vehicle |
129,194 |
|
Leasehold land and building |
230 |
|
129,424 |
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2025 |
|||
|
Subsidiary undertakings |
|||
|
|
Unit 10 & 11 Pipers Lane Industrial Estate,
|
|
|
|
United Kingdom |
|||
|
|
Unit 10 & 11 Pipers Lane Industrial Estate,
|
|
|
|
United Kingdom |
|||
|
|
Unit 10 & 11 Pipers Lane Industrial Estate,
|
|
|
|
United Kingdom |
|||
|
|
Unit 10 & 11 Pipers Lane Industrial Estate,
|
|
|
|
United Kingdom |
|||
* indicates direct investment of the company
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
Subsidiary undertakings
|
Tamworth Holdings Limited The principal activity of Tamworth Holdings Limited is |
|
Stacatruc Limited The principal activity of Stacatruc Limited is |
|
Stacatruc Holdings Limited The principal activity of Stacatruc Holdings Limited is |
|
Knightsbridge Mechanical Handling Limited The principal activity of Knightsbridge Mechanical Handling Limited is |
Company
|
2025 |
|
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
Additions |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 January 2025 |
|
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Business combinations |
On
Tamworth Holdings & associated subsidiaries (as listed in Note 12) contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book value |
Fair value |
|
|
Assets and liabilities acquired |
||
|
Financial assets |
17,017,597 |
|
|
Stocks |
2,798,482 |
|
|
Tangible assets |
6,067,218 |
|
|
Identifiable intangible assets |
179,504 |
|
|
Financial liabilities |
(18,635,547) |
( |
|
Total identifiable assets |
7,427,254 |
|
|
Goodwill |
4,793,044 |
|
|
Total consideration |
12,220,298 |
12,220,298 |
|
Satisfied by: |
||
|
Cash (including fees payable) |
11,160,928 |
|
|
Equity instruments |
22,000 |
|
|
Debt instruments |
572,910 |
572,910 |
|
Deferred consideration |
464,460 |
|
|
Total consideration transferred |
12,220,298 |
|
|
Cash flow analysis: |
||
|
Cash consideration |
11,160,928 |
|
|
Less: cash and cash equivalent balances acquired |
(302,835) |
( |
|
Net cash outflow arising on acquisition |
10,858,093 |
|
|
|
||
|
Stocks |
|
Group |
Company |
|
|
2025 |
2025 |
|
|
Work in progress |
|
- |
|
Other inventories |
|
- |
|
|
- |
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Debtors |
|
Group |
Company |
||
|
Current |
Note |
2025 |
2025 |
|
Trade debtors |
|
- |
|
|
Amounts owed by related parties |
- |
|
|
|
Other debtors |
|
|
|
|
Prepayments |
|
|
|
|
Accrued income |
|
- |
|
|
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|
|
2025 |
2025 |
|
|
Cash on hand |
|
- |
|
Cash at bank |
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||
|
Note |
2025 |
2025 |
|
|
Due within one year |
|||
|
Loans and borrowings |
|
- |
|
|
Trade creditors |
|
|
|
|
Amounts due to related parties |
- |
|
|
|
Social security and other taxes |
|
- |
|
|
Outstanding defined contribution pension costs |
|
- |
|
|
Other payables |
|
|
|
|
Accruals |
|
|
|
|
Income tax liability |
799,623 |
- |
|
|
|
|
||
|
Due after one year |
|||
|
Loans and borrowings |
|
|
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
Increase (decrease) in existing provisions |
( |
( |
|
Increase (decrease) through business combinations |
|
|
|
At 31 January 2025 |
|
|
|
|
||
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
||
|
No. |
£ |
|
|
|
|
70,000 |
|
|
|
4,207 |
|
|
|
21,793 |
|
|
|
|
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|
|
2025 |
2025 |
|
|
Bank borrowings |
|
- |
|
Hire purchase contracts |
|
- |
|
Other borrowings |
|
|
|
|
|
|
Current loans and borrowings
|
Group |
Company |
|
|
2025 |
2025 |
|
|
Bank borrowings |
|
- |
|
Hire purchase contracts |
|
- |
|
|
- |
|
The company issued loan notes during the period. These loan notes are interest bearing at 12.00% and repayable August 2029.
The group has an asset lending agreement in place. The facilities were brought into use for the group following a restatement of a previous agreement on 27 August 2024. The agreement lists all companies within the group as obligors, whereas the facilities are held within Stacatruc Limited and Knightsbridge Mechanical Handling Limited.
The facilities in place are as follows:
• A Receivables Finance Facility at a 2.45% discount margin, repayable no earlier than August 2029.
• P&M Loan Facility #1, interest bearing at 3.85% plus base rate, repayable no later than August 2029.
• P&M Loan Facility #2, interest bearing at 3.85% plus base rate, repayable no later than August 2029.
• A Cash Flow Loan Facility, interest bearing at 4.85% plus base rate, repayable on a monthly basis until August 2029.
• A CBILS Facility, interest bearing at 4.99% plus base rate, repayable on a monthly basis until August 2030.
• A RLS Loan Facility, interest bearing at 5.46% plus base rate, repayable on a monthly basis until August 2030.
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
|
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the period was £
|
Analysis of changes in net debt |
Group
|
Cash Movements |
Acquisition of subsidiaries |
Non-cash movements |
At 31 January 2025 |
|
|
Cash and cash equivalents |
||||
|
Cash |
(16,227) |
302,834 |
- |
286,607 |
|
Borrowings |
||||
|
Historic loan notes |
671,165 |
(671,165) |
- |
- |
|
Short term borrowings - bank & other |
(300,831) |
(3,473,303) |
- |
(3,774,134) |
|
Hire purchase contracts |
42,715 |
(115,265) |
- |
(72,550) |
|
Long term borrowings - bank & other |
(11,772,780) |
(1,825,246) |
(622,521) |
(14,220,547) |
|
(11,359,731) |
(6,084,979) |
(622,521) |
(18,067,231) |
|
|
|
||||
|
( |
( |
( |
( |
|
|
Related party transactions |
The company has taken the exemption to disclose related party transactions between wholly-owned group entities other than that found in note 22 as set out in FRS 102 paragraph 33.1a.
Other transactions with directors
Loan Notes were issued on 27 August 2024 which were taken up by 4 directors. These loan notes are interest bearing at 12% and repayable on 27 August 2029.
At the balance sheet date, the total amount payable to the directors was £693,137, including £34,227 of accrued interest.
Shoo 677 Limited
Notes to the Financial Statements for the Period from 10 September 2023 to 31 January 2025
|
Parent and ultimate parent undertaking |
The immediately parent company is YFM Equity Partners Buyout Iii (Gp) LLP, registered in the United Kingdom.
Their financial statements can be found:
5th Floor Valiant Building,
14 South Parade,
Leeds,
England,
LS1 5QS
The ultimate parent company is YFM Equity Partners LLP. registered in the United Kingdom.
Their financial statements can be found:
4th Floor 2 Bond Court,
Leeds,
England,
LS1 2JZ