REGISTERED NUMBER: 02645067 (England and Wales)

Goldline (UK) Limited

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

18

DIRECTORS:

P Higham

W Kellingray

REGISTERED OFFICE:

23 Lamport Close

Kettering Park Way

Kettering

Northamptonshire

NN15 6XY

REGISTERED NUMBER:

02645067 (England and Wales)

AUDITORS:

Kilby Fox

Statutory Auditor

4 Pavilion Court

600 Pavilion Drive

Northampton Business Park

Northampton

Northamptonshire

NN4 7SL

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

REVIEW OF BUSINESS

The last 12 months have proved to be as challenging as mentioned in my 2023 report.

The retail market place continues to be very competitive with retailers managing their stock levels and changing their buying patterns from previous seasons, i.e. shorter lead times, smaller units, providing newness to their customers in order to bolster their top line earnings and at the same time minimising margin increases.

Inflation and interest rates appear to be relatively stable. However, the impact of other rising costs borne by the end consumer has lessened their appetite for 'throw away fashion' and we predict this behaviour will continue for a foreseeable future.

The business has been successful in developing and expanding range of core products to existing customers and this is has reflected in the sales growth.

PRINCIPAL RISKS AND UNCERTAINTIES

As with all small business, we are exposed to a number of principal risks (mostly out of our control) which affect operations and financial performance:

- Foreign Exchange - Although the direct impact of fluctuations in foreign exchange to the business is limited, there is, however an indirect impact in price negotiations with customers.

Fluctuations experienced by our customers directly impact on their margins. as they would need to pass this onto their customers to maintain their margin which they are very resistant in doing. As a result we are experiencing a "push back" on our margins making price negotiations extremely difficult.

- Credit Management - Due to the downturn in the economic markets, our business sector has been particularly affected with companies either being placed into administration or not being in a position to meet their commitments. In order to implement good business practice, we have implemented rigorous controls, i.e.:

- conducting background checks,

- monitoring and reviewing trading results and

- wherever possible having our customers credit insured.

FUTURE PERFORMANCE

The world landscape is ever changing with much unpredictability and uncertainty. Due to these circumstances, it has become an extremely difficult task to plan/forecast the business future. We are taking a very cautious approach in defining our forward strategy.

Our focus in 2025 it to continue to develop our customer base in order to maintain and possibly grow both our headline and bottomline earnings.

We continue to explore new sourcing opportunities in China, SE Asia to be able to offer our customers best value for money.

FINANCIAL PERFORMANCE

Key performance indicators (year on year):

- Turnover Growth of 12.6% which was 4.7% better than budgeted

- Gross Margin Achieved of 13.7% against a budget of 14%

- Overheads increased by 2.2%

In our opinion the business has performed well under the current economic climate.

- With the changes and challenges in the market we made strategic decisions with regard to our sourcing and hence invested in travel accordingly.

- The stringent requirements of the customer in terms of Social and Ethical Standards as well as the high level of quality standards and compliance has necessitated the expenditure on our infrastructure in China. This we believe, although at a cost will reap us the returns in the near future.

The objective in 2024 was to maintain margins and if possible, to grow the turnover with key strategic customers which was achieved.

SOCIAL AND ETHICAL STANDARDS

We are aware of the issues surrounding both social and ethical standards in the manufacture of footwear in the far East and particularly China. We have a robust ESG policy and apply stringent checks and procedures to continually monitor the operations of our suppliers to ensure they meet the standards required by both Goldline and our customers.

ON BEHALF OF THE BOARD:

P Higham - Director

2 April 2025

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

DIVIDENDS

The Directors propose a final dividend of £11.77 per share which, subject to the cashflow of the company, will be paid during the next financial financial year but after the date of the directors report.

DIRECTORS

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

P Higham

W Kellingray

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Kilby Fox, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P Higham - Director

2 April 2025

Opinion

We have audited the financial statements of Goldline (UK) Limited (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.

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, we considered the following:

Audit response to risks identified

- the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

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

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

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

- the matters discussed among the audit engagement team and involving relevant internal specialists, including tax specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

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 relation to revenue recognition. 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 frameworks 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 included the UK Companies Act and local tax legislation.

Audit response to risks identified

As a result of performing the above, we identified revenue recognition as a key audit matter related to the potential risk of fraud.

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- 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

- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

- 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 including internal specialists, and remained alert to any indications of fraud or noncompliance 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.

Frances Tebbutt ACA FCCA FMAAT (Senior Statutory Auditor)

for and on behalf of Kilby Fox

Statutory Auditor

4 Pavilion Court

600 Pavilion Drive

Northampton Business Park

Northampton

Northamptonshire

NN4 7SL

3 April 2025

TURNOVER

12,532,382

11,122,619

Cost of sales

10,977,035

9,755,047

GROSS PROFIT

1,555,347

1,367,572

Administrative expenses

1,537,225

1,171,932

18,122

195,640

Other operating income

69,712

51,763

OPERATING PROFIT

4

87,834

247,403

Interest receivable and similar income

209

16

88,043

247,419

Interest payable and similar expenses

5

10,003

10,118

PROFIT BEFORE TAXATION

78,040

237,301

Tax on profit

6

-

-

PROFIT FOR THE FINANCIAL YEAR

78,040

237,301

Profit attributable to:

Owners of the parent

78,040

237,301

PROFIT FOR THE YEAR

78,040

237,301

OTHER COMPREHENSIVE INCOME

Share buy back nominal value of shares

458

-

Share buy back consideration

(91,600

)

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(91,142

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(13,102

)

237,301

Total comprehensive income attributable to:

Owners of the parent

(13,102

)

237,301

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

43,838

53,265

Investments

11

-

-

43,838

53,265

CURRENT ASSETS

Stocks

12

78,736

346,853

Debtors

13

2,230,719

1,487,726

Cash at bank and in hand

21,659

66,189

2,331,114

1,900,768

CREDITORS

Amounts falling due within one year

14

2,027,363

1,531,810

NET CURRENT ASSETS

303,751

368,958

TOTAL ASSETS LESS CURRENT LIABILITIES

347,589

422,223

CREDITORS

Amounts falling due after more than one year

15

-

37,037

NET ASSETS

347,589

385,186

CAPITAL AND RESERVES

Called up share capital

19

2,042

2,500

Capital redemption reserve

20

458

-

Retained earnings

20

345,089

382,686

SHAREHOLDERS' FUNDS

347,589

385,186

The financial statements were approved by the Board of Directors and authorised for issue on 2 April 2025 and were signed on its behalf by:

W Kellingray - Director

P Higham - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

35,955

43,491

Investments

11

94

94

36,049

43,585

CURRENT ASSETS

Stocks

12

78,736

346,853

Debtors

13

2,231,352

1,490,443

Cash at bank and in hand

21,096

47,722

2,331,184

1,885,018

CREDITORS

Amounts falling due within one year

14

2,023,459

1,512,279

NET CURRENT ASSETS

307,725

372,739

TOTAL ASSETS LESS CURRENT LIABILITIES

343,774

416,324

CREDITORS

Amounts falling due after more than one year

15

-

37,037

NET ASSETS

343,774

379,287

CAPITAL AND RESERVES

Called up share capital

19

2,042

2,500

Capital redemption reserve

20

458

-

Retained earnings

20

341,274

376,787

SHAREHOLDERS' FUNDS

343,774

379,287

Company's profit for the financial year

80,124

239,512

The financial statements were approved by the Board of Directors and authorised for issue on 2 April 2025 and were signed on its behalf by:

P Higham - Director

W Kellingray - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

2,500

145,385

-

147,885

Changes in equity

Total comprehensive income

-

237,301

-

237,301

Balance at 31 December 2023

2,500

382,686

-

385,186

Changes in equity

Issue of share capital

(458

)

-

-

(458

)

Dividends

-

(24,037

)

-

(24,037

)

Total comprehensive income

-

(13,560

)

458

(13,102

)

Balance at 31 December 2024

2,042

345,089

458

347,589

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

2,500

137,275

-

139,775

Changes in equity

Total comprehensive income

-

239,512

-

239,512

Balance at 31 December 2023

2,500

376,787

-

379,287

Changes in equity

Issue of share capital

(458

)

-

-

(458

)

Dividends

-

(24,037

)

-

(24,037

)

Total comprehensive income

-

(11,476

)

458

(11,018

)

Balance at 31 December 2024

2,042

341,274

458

343,774

Cash flows from operating activities

Cash generated from operations

1

(876,159

)

1,137,708

Interest paid

(10,003

)

(10,118

)

Net cash from operating activities

(886,162

)

1,127,590

Cash flows from investing activities

Purchase of tangible fixed assets

(6,933

)

(40,202

)

Interest received

209

16

Net cash from investing activities

(6,724

)

(40,186

)

Cash flows from financing activities

Loan repayments in year

(111,111

)

(111,111

)

Amount introduced by directors

25,000

-

Share buyback

(91,600

)

-

Net cash from financing activities

(177,711

)

(111,111

)

(Decrease)/increase in cash and cash equivalents

(1,070,597

)

976,293

Cash and cash equivalents at beginning of year

2

(188,177

)

(1,164,470

)

Cash and cash equivalents at end of year

2

(1,258,774

)

(188,177

)

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

2024

2023

£

£

Profit before taxation

78,040

237,301

Depreciation charges

16,361

16,979

Finance costs

10,003

10,118

Finance income

(209

)

(16

)

104,195

264,382

Decrease/(increase) in stocks

268,116

(41,492

)

(Increase)/decrease in trade and other debtors

(767,993

)

941,002

Decrease in trade and other creditors

(480,477

)

(26,184

)

Cash generated from operations

(876,159

)

1,137,708

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

21,659

66,189

Bank overdrafts

(1,280,433

)

(254,366

)

(1,258,774

)

(188,177

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

66,189

26,058

Bank overdrafts

(254,366

)

(1,190,528

)

(188,177

)

(1,164,470

)

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

66,189

(44,530

)

21,659

Bank overdrafts

(254,366

)

(1,026,067

)

(1,280,433

)

(188,177

)

(1,070,597

)

(1,258,774

)

Debt

Debts falling due within 1 year

(111,111

)

74,074

(37,037

)

Debts falling due after 1 year

(37,037

)

37,037

-

(148,148

)

111,111

(37,037

)

Total

(336,325

)

(959,486

)

(1,295,811

)

1.	STATUTORY INFORMATION

Goldline (UK) Limited 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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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.

Software are being amortised evenly over their estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Property improvements

-

over the period of the lease

Plant and machinery

-

20% on reducing balance

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.