Registration number:
Topsmiths Limited
for the Period from 29 January 2024 to 31 December 2024
Topsmiths 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 Statement of Comprehensive Income |
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Consolidated Statement of Financial Position |
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Statement of Financial Position |
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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 |
Topsmiths Limited
Company Information
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Directors |
S A J Trent C Ormrod A E B Vigneron |
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Registered office |
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Auditors |
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Topsmiths Limited
Strategic Report for the period from 29 January 2024 to 31 December 2024
The directors present their strategic report for the period from 29 January 2024 to 31 December 2024.
Fair review of the business
The principal activity of the Group during the year was the manufacture and sale of cakes.
The 11 months to 31 December 2024 showed strong revenue growth to £29.6m from £22.9m (12 months). During the year, our customer base has continued to increase alongside an increase in the average order value.
Like many other companies in the UK food sector, the Group has continued to face considerable challenges as a result of worldwide disruption to supply chains and markets along with the worldwide economic uncertainty. Inflation remains stubbornly high and has resulted in continued increases in input costs across the majority of commodities.
As a result of the continued investment in people and equipment, we have been able to mitigate a significant portion of the inflationary increases, and alongside absorbing a large portion, this has enabled the Group to mitigate most of the impact on customers. The Group expects continued input cost pressure, primarily from the cocoa and labour markets, but considers it well placed to ride this out whilst continuing to support its customer base.
As always, the Group prides itself on a strong and focused new product development programme and this year saw us launch over 70 new lines.
The Directors have continued to recognise and drive ESG initiatives during the year. The focus areas include:
- Offsetting all carbon emitted during the year.
- Measuring and looking at ways of reducing carbon emitted per cake made.
- Operating a fair and transparent employee grading structure.
- Committing to a cost-of-living wage review at least once per year.
- Committing to provide all employees with an annual appraisal.
- Running numerous wellbeing & charitable activities for employees and customers.
- Charitable donations, whether financial or cake.
The Group commits to continuing its ESG journey over the coming years.
Key Performance Indicators
The Directors monitor performance of the Group by monitoring a detailed set of weekly KPIs which include, but are not limited to:
- Net Sales
- Gross Margin
- Online Customer Metrics
- Manufacturing Data
- People Data
The directors believe that the performance of the company is satisfactory across these KPIs.
Topsmiths Limited
Strategic Report for the period from 29 January 2024 to 31 December 2024 (continued)
Principal risks and uncertainties
The principal risks to the Group are set out in the business review above, namely the challenging economic circumstances forcing inflationary pressures on the UK and global economy.
Where possible, the Group looks to manage the risk through contracting pricing, as well as investing in people and equipment to improve performance efficiency. Importantly, this is never done at the expense of product quality.
Approved and authorised by the
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Topsmiths Limited
Directors' Report for the Period from 29 January 2024 to 31 December 2024
The directors present their report and the for the period from 29 January 2024 to 31 December 2024.
Directors of the group
The directors who held office during the period were as follows:
Financial instruments
Objectives and policies
The group does not enter into any hedging transactions.
Price risk, credit risk, liquidity risk and cash flow risk
The group has a normal level of exposure to price, credit, liquidity and cash flow risk arising from transactions.
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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Topsmiths 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.
Topsmiths Limited
Independent Auditor's Report to the Members of Topsmiths Limited
Opinion
We have audited the group financial statements of Topsmiths Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 29 January 2024 to 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated 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 group financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit 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 group 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 group 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 group financial statements and our auditor’s report thereon. Our opinion on the group 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 group 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 group 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.
Topsmiths Limited
Independent Auditor's Report to the Members of Topsmiths Limited (continued)
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:
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the information given in the Strategic Report and Directors' Report for the financial period for which the group financial statements are prepared is consistent with the group 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 group and parent 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 group 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 group financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group 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.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the group 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:
Topsmiths Limited
Independent Auditor's Report to the Members of Topsmiths Limited (continued)
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We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors. We communicated identified laws and regulations throughout our team, and remained alert to any indications of non-compliance throughout the audit. |
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The company is subject to laws and regulations that govern the preparation of the financial statements, including financial reporting legislation, and other companies legislation. The company is also subject to other laws and regulations where the consequences of non-compliance could have a material impact on the amounts or disclosures within the financial statements including health and safety laws, food quality regulation, employment laws and regulations and certain aspects of companies legislation. |
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Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. In any audit, there remains a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. |
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Evaluate the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. |
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
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.
Topsmiths Limited
Independent Auditor's Report to the Members of Topsmiths Limited (continued)
Use of our report
This report is made solely to the group and parent 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 group and parent 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 group and parent company and the group and parent 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
38 Walliscote Road
Weston-super-Mare
Somerset
BS23 1LP
Topsmiths Limited
Consolidated Statement of Comprehensive Income for the Period from 29 January 2024 to 31 December 2024
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Note |
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
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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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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
( |
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(634) |
(2,080) |
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Profit/(loss) before tax |
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( |
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Tax on profit/(loss) |
( |
( |
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Profit/(loss) for the financial period |
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( |
The group has no recognised gains or losses for the period other than the results above.
Topsmiths Limited
(Registration number: 13955927)
Consolidated Statement of Financial Position as at 31 December 2024
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Note |
Dec 24 |
Jan 24 |
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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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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
|||
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Called up share capital |
35 |
35 |
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Share premium reserve |
1,489 |
1,489 |
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Profit and loss account |
889 |
(1,483) |
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Equity attributable to owners of the company |
2,413 |
41 |
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Shareholders' funds |
2,413 |
41 |
Approved and authorised by the
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Topsmiths Limited
(Registration number: 13955927)
Statement of Financial Position as at 31 December 2024
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Note |
Dec 24 |
Jan 24 |
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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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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
35 |
35 |
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Share premium reserve |
1,489 |
1,489 |
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Profit and loss account |
(5,623) |
(4,604) |
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Shareholders' deficit |
(4,099) |
(3,080) |
The company made a loss after tax for the financial period of £1,019,000 (2024 - loss of £2,815,000).
Approved and authorised by the
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Topsmiths Limited
Consolidated Statement of Changes in Equity for the Period from 29 January 2024 to 31 December 2024
Equity attributable to the parent company
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Share capital |
Share premium |
Profit and loss account |
Total |
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At 30 January 2023 |
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( |
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Loss for the period |
- |
- |
( |
( |
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At 28 January 2024 |
35 |
1,489 |
(1,483) |
41 |
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Share capital |
Share premium |
Profit and loss account |
Total |
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At 29 January 2024 |
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( |
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Profit for the period |
- |
- |
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At 31 December 2024 |
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Topsmiths Limited
Statement of Changes in Equity for the Period from 29 January 2024 to 31 December 2024
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Share capital |
Share premium |
Profit and loss account |
Total |
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At 30 January 2023 |
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|
( |
( |
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Loss for the period |
- |
- |
( |
( |
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At 28 January 2024 |
35 |
1,489 |
(4,604) |
(3,080) |
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Share capital |
Share premium |
Profit and loss account |
Total |
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At 29 January 2024 |
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( |
( |
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Loss for the period |
- |
- |
( |
( |
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At 31 December 2024 |
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( |
( |
Topsmiths Limited
Consolidated Statement of Cash Flows for the Period from 29 January 2024 to 31 December 2024
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Note |
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
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Cash flows from operating activities |
|||
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Profit/(loss) for the period |
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( |
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Adjustments to cash flows from non-cash items |
|||
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Depreciation and amortisation |
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Financial instrument net gains (losses) through profit and loss |
( |
- |
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(Profit)/loss on disposal of tangible assets |
( |
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Finance income |
( |
( |
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Finance costs |
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Income tax expense |
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Accrued expenses |
(97) |
2,070 |
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Working capital adjustments |
|||
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Increase in stocks |
( |
( |
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Increase in debtors |
( |
( |
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(Decrease)/increase in creditors |
( |
|
|
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Cash generated from operations |
|
|
|
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Income taxes paid |
(782) |
- |
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Interest received |
132 |
20 |
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Net cash flow from operating activities |
|
|
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Cash flows from investing activities |
|||
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Acquisitions of tangible assets |
( |
( |
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Proceeds from sale of tangible assets |
|
- |
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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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Repayment of bank borrowing |
- |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Beginning of period |
|
|
|
|
End of period |
4,016 |
4,037 |
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Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024
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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:
The Group consists of Topsmiths Limited and its single subsidiary Cakesmiths Group Limited.
The principal activity of the company is that of a holding company. The principal activity of the group is the manufacture and sale of pastry goods, bread and cakes.
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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.
The financial statements are prepared in sterling which is the functional currency of the entity.
Summary of disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented,
(b) No cashflow statement has been presented for the company,
(c) Disclosures in respect of financial instruments have not been presented,
(d) No disclosure has been given for the aggregate remuneration of key management personnel..
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024. The only subsidiary undertaking in this period and the prior period being Cakesmiths Group Ltd.
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
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Accounting policies (continued) |
The results of subsidiaries acquired or disposed of during the period are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Judgements
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 and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. |
Significant judgements |
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
Stock is included at the cost required to bring the item to its finished state. |
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Depreciation is based on the estimated useful life of the relevant asset.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
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Accounting policies (continued) |
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 statement of financial position 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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Building improvements |
10% or 25% straight line |
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Fixtures and fittings |
10% or 25% straight line |
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Plant and machinery |
10% or 25% straight line |
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Computer equipment |
50% straight line |
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
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Accounting policies (continued) |
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Business combinations
Business combinations are accounted for using the purchase method.
The cost of a business combination is measured as the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly attributable to the business combination.
Where control is achieved in stages, the cost of the business combination is the aggregate of the fair values of the assets given, liabilities incurred or assumed, and equity instruments issued at the date of each transaction in the series.
Where the business combination requires an adjustment to the cost contingent on future events, the estimated amount of that adjustment is included in the cost of the combination at the acquisition date providing it is probable and can be measured reliably. Where it is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration is treated as an adjustment to the cost of the combination. If such expected future events do not occur, or the estimate needs to be revised, the cost of the business combination is adjusted accordingly. The unwinding of any discounting is recognised as a finance cost in profit or loss in the period it arises.
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:
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10% straight line |
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 at bank and in hand, demand deposits with banks, 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. In the statement of financial position, bank overdrafts are shown within borrowing or current liabilities
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Costs include all costs of purchase, costs of conversion and other costs incurred in bringing the stocks to their present location and condition. .
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
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 statement of comprehensive income 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.
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.
Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company 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
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Financial instruments
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost.
Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment.
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
|
Turnover |
The analysis of the group's turnover for the period from continuing operations is as follows:
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Sale of goods |
|
|
The whole of the turnover is attributable to the principal activity of the group. The group made sales of £216,463 (Jan 2024: £63,380) to customers in the EU, the remainder to customers in the United Kingdom.
|
Other operating income |
The analysis of the group's other operating income for the period is as follows:
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Miscellaneous other operating income |
|
|
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
Other gains and losses |
The analysis of the group's other gains and losses for the period is as follows:
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Gain/(loss) on disposal of tangible assets |
|
( |
|
Operating profit |
Arrived at after charging/(crediting)
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange losses |
|
|
|
(Profit)/loss on disposal of property, plant and equipment |
( |
|
|
Other interest receivable and similar income |
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Interest income on bank deposits |
|
|
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
Interest payable and similar expenses |
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Interest on debenture loans |
766 |
2,070 |
|
Other interest payable |
- |
30 |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
91 |
|
|
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
|
Dec 24 |
Jan 24 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Remuneration |
|
|
|
Contributions paid to defined contribution pension plans |
|
|
|
556 |
503 |
In respect of the highest paid director:
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Auditors' remuneration |
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Audit of these financial statements |
6 |
5 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
20 |
15 |
|
|
|
|
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
Taxation |
Tax charged/(credited) in the consolidated statement of comprehensive income
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Deferred taxation |
||
|
Arising from write-down or reversal of write-down of deferred tax asset |
- |
|
|
Tax expense 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 (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
Feb 24 - Dec 24 |
Feb 23 - Jan 24 |
|
|
Profit/(loss) before tax |
|
( |
|
Corporation tax at standard rate |
|
( |
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
|
Deferred tax increase from other short-term timing differences |
- |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Tax decrease arising from group relief |
- |
( |
|
Deferred tax expense from unrecognised temporary difference from a prior period |
- |
|
|
Total tax charge |
|
|
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
12 |
Taxation (continued) |
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
- |
|
|
Intangible assets |
Group
|
Goodwill |
|
|
Cost or valuation |
|
|
At 29 January 2024 |
|
|
At 31 December 2024 |
|
|
Amortisation |
|
|
At 29 January 2024 |
|
|
Amortisation charge |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 28 January 2024 |
|
Company
The company has no intangible assets
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
Tangible assets |
Group
|
Building improvements |
Fixtures and fittings |
Plant and machinery |
Computer equipment |
Total |
|
|
Cost or valuation |
|||||
|
At 29 January 2024 |
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
Disposals |
- |
- |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 29 January 2024 |
|
|
|
|
|
|
Charge for the period |
|
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 December 2024 |
|
|
|
|
|
|
At 28 January 2024 |
|
|
|
|
|
Company
The company has no tangible assets.
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
Investments |
Group
The group had no fixed asset investments at 31 December 2024.
Company
|
Subsidiaries |
£ 000 |
|
Cost or valuation |
|
|
At 29 January 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 28 January 2024 |
|
Details of undertakings
Details of the investments in which the company 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 |
|
|
Dec 24 |
Jan 24 |
|||
|
Subsidiary undertakings |
||||
|
|
United Kingdom |
|
|
|
|
Stocks |
|
Group |
Company |
|||
|
Dec 24 |
Jan 24 |
Dec 24 |
Jan 24 |
|
|
Raw materials and consumables |
493 |
313 |
- |
- |
|
Finished goods and goods for resale |
1,304 |
856 |
- |
- |
|
1,797 |
1,169 |
- |
- |
|
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
Debtors |
|
Group |
Company |
|||
|
Dec 24 |
Jan 24 |
Dec 24 |
Jan 24 |
|
|
Trade debtors |
|
|
- |
- |
|
Other debtors |
|
|
- |
|
|
Prepayments |
|
|
- |
- |
|
Accrued income |
|
- |
|
- |
|
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
Dec 24 |
Jan 24 |
Dec 24 |
Jan 24 |
|
|
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 |
716 |
482 |
- |
- |
|
|
|
|
|
|
||
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
Dec 24 |
Jan 24 |
Dec 24 |
Jan 24 |
|
|
Debenture loans |
- |
|
- |
|
The debenture loans and related accrued interest was repaid in full during the period.
The debenture loans were secured by a fixed and floating charge against all of the group's property and assets. A charge existed for this as at the year-end, for details of this see Note 26. This security was released when the loans were repaid subsequent to the year-end.
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
Provisions for liabilities |
Group
|
Deferred tax |
|
|
At 29 January 2024 |
|
|
At 31 December 2024 |
|
|
|
|
|
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
|
Dec 24 |
Jan 24 |
|||
|
No. 000 |
£ 000 |
No. 000 |
£ 000 |
|
|
|
|
11 |
|
11 |
|
|
|
19 |
|
19 |
|
|
|
2 |
|
2 |
|
|
|
- |
|
- |
|
|
|
3 |
|
3 |
|
|
|
|
|
|
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
22 |
Share capital (continued) |
Rights, preferences and restrictions
|
The holders of the A shares are not entitled to more than 49.99% of the voting rights in the company. All share classes are entitled to a dividend totalling 15% of the net profits after five years.
|
|
Reserves |
Group and Company
Profit and loss account
This reserve records retained earnings and accumulated losses.
Share premium account
This reserve records the amount above the nominal value received for shares sold, less transaction costs.
|
Obligations under leases and hire purchase contracts |
Group and company
Operating leases
The total of future minimum lease payments is as follows:
|
Dec 24 |
Jan 24 |
|
|
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 £
Topsmiths Limited
Notes to the Financial Statements for the Period from 29 January 2024 to 31 December 2024 (continued)
|
Analysis of changes in net debt |
Group
|
Jan 24 |
Cash flows |
Dec 24 |
|
|
Cash and cash equivalents |
|||
|
Cash |
4,037 |
(21) |
4,016 |
|
Borrowings |
|||
|
Short term borrowings |
(15,225) |
15,225 |
- |
|
|
|||
|
( |
|
|
|
Company
|
Jan 24 |
Cash flows |
Dec 24 |
|
|
Cash and cash equivalents |
|||
|
Cash |
152 |
(117) |
35 |
|
Borrowings |
|||
|
Short term borrowings |
(15,225) |
15,225 |
- |
|
( |
|
|
|
|
|
|||
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is
|
Charges |
As at the previous period-end there were two outstanding charges for LDC (Managers) Ltd who had entitlement over all patents, registered and unregistered, trade and service. These charges were satisfied on 6 February 2024.