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Registered number: 07872692 Blueleaf Limited Annual Report and Financial Statements For the Year Ended 31 December 2024
Blueleaf Limited
Company Information
Directors | C A Campbell Esq
| N Campbell Esq
| J M Andrews Esq
| R T Green Esq
| R A Critchley Esq
Registered number | 07872692
Registered office | Unit 1
| Arrow Point Churchill Court
| Manor Royal
| Crawley
| West Sussex
| RH10 9BT
Independent auditor | Kreston Reeves LLP
| Statutory Auditor & Chartered Accountants
| Springfield House
| Springfield Road
| Horsham
| West Sussex
| RH12 2RG
Bankers | HSBC UK Bank PLC
| 9 The Boulevard
| Crawley
| West Sussex
| RH10 1UT
Blueleaf Limited
Contents
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditor's Report | 5 - 8
Statement of Comprehensive Income | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 29
Blueleaf Limited
Strategic Report For the Year Ended 31 December 2024
Introduction
The directors present their strategic report accompanying the financial statements for the year ended 31 December 2024.
Business review
2024 can be seen as year of transition for Blueleaf. As part of its ongoing growth strategy, the business completed fitting out brand new premises in Crawley for its head offices and operations. The site was selected to provide much needed expansion room as well as improve its coverage for clients across the south of the UK, following the opening of its site in Castleford in 2022 which services its clients in the north. Subsequently, the business has brought over in a phased transition during 2024, all clients from Nexon SCM Group Limited, which was acquired in 2023 by Blueleaf Limited’s parent, New Global Consortium Limited. This has enabled the business to fully integrate the two businesses and streamline operations. As a result, reported revenue growth was strong for the year (+20%), but is largely driven by the full year impact of the Nexon acquisition, along with some growth in underlying sales from 2023. The business secured several new clients at the end of 2024 which are being mobilised early in 2025, giving a strong start to 2025 in terms of growth. As a result of the fit out and move into new premises along with the transfer of business from Nexon, at one point the business was operating three sites in addition to the operations in Nexon, as such it has incurred a number of transitional and integration costs resulting in EBITDA falling in the year to £1.8m (2023: £2.7m) By the end of 2024, these integration costs have largely worked their way through, enabling the business to have a stronger 2025 in terms of overall financial performance. Market conditions remain favourable, and with all Nexon customers now fully transitioned across to Blueleaf terms and conditions and operating model, we would expect to see strong revenue growth translating to a much healthier EBITDA and Operating Profit performance as the full benefits of the combination and continued growth come through, with early trading reflecting this. Page 1
Blueleaf Limited
Strategic Report (continued) For the Year Ended 31 December 2024
Principal risks and uncertainties
Principal risks and uncertainties, not already dealt with elsewhere in this report include: Competitive and market risk Continued demographic trends show an expected growth in the population of those over the age of 65 by 2043, and we still consider that the UK care market will see similar levels of growth over its timeframe making it an attractive market. Whilst inflation pressures have eased significantly since the peaks of 2022/2023, the macro environment remains uncertain – with recent Tariff noise emanating from the US creating considerable trading uncertainty globally. This has the potential to impact Blueleaf input prices – particularly for products sourced internationally from China and the Far East. To mitigate these risks the business is tracking key external metrics carefully so that any material changes to cost prices can be addressed promptly. Credit risk We have continued to work closely with our customers and suppliers to ensure that bad debts have been kept to a minimum and that suppliers were paid promptly. There has been no significant deterioration in our bad debt experience and we have maintained a healthy credit rating.
Financial key performance indicators
A profit before tax of £1.0m (2023: £2m) was recorded for the year to 31 December 2024. Management consider the following to be the key performance indicators:
| 2024 | 2023
| £ | £
Turnover | 49,881,447 | 41,660,340
Gross profit | 12,304,839 | 10,619,172
EBITDA | 1,843,872 | 2,717,213
Operating profit/(loss) | 1,058,677 | 2,044,972
Future Developments
The directors believe the company will trade successfully for the foreseeable future and is actively seeking to grow its revenues and profits through 2025 and beyond. This report was approved by the board and signed on its behalf.
................................................ N Campbell Esq Director
Date: 21 May 2025
Page 2
Blueleaf Limited
Directors' Report For the Year Ended 31 December 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the company continued to be that of wholesales and interior design and supply to the care industry in the UK.
Results and dividends
The profit for the year, after taxation, amounted to £645,495 (2023 - £1,593,606). During the year a dividend of £nil was paid (2023: £1,100,000). The directors do not recommend the payment of a final dividend (2023: £nil).
Directors
The directors who served during the year were:
C A Campbell Esq
N Campbell Esq
J M Andrews Esq
R T Green Esq
R A Critchley Esq
Page 3
Blueleaf Limited
Directors' Report (continued) For the Year Ended 31 December 2024
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.
Charitable donations
During the year, the company made charitable contributions to national and regional charities of £101,573 (2023: £1,751).
Matters covered in the Strategic Report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by large and medium-sized companies and groups (Accounts and Reports) Regulations 2008, sch. 7 to be contained in the directors' report. It has been done so in respect of review of business, principal risks and uncertainties and future developments.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
There are no post balance sheet events to report.
Auditor
The auditor, Kreston Reeves LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ N Campbell Esq Director
Date: 21 May 2025
Page 4
Blueleaf Limited
Independent Auditor's Report to the Members of Blueleaf Limited
Opinion
We have audited the financial statements of Blueleaf Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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. Page 5
Blueleaf Limited
Independent Auditor's Report to the Members of Blueleaf Limited (continued)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the 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 the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of 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 Directors' Responsibilities Statement set out on page 3, 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. Page 6
Blueleaf Limited
Independent Auditor's Report to the Members of Blueleaf Limited (continued)
Auditor's 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. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Capability of the audit in detecting irregularities, including fraud Based on our understanding of the company and the industry in which it operates, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue or expenditure and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the engagement team included: As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ∙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. ∙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 of the effectiveness of the Company's internal control. ∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ∙Conclude on 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. ∙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. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Page 7
Blueleaf Limited
Independent Auditor's Report to the Members of Blueleaf Limited (continued)
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. Graham Hunt BA FCA (Senior Statutory Auditor) for and on behalf of Kreston Reeves LLP Statutory Auditor Chartered Accountants Horsham 8 September 2025 Page 8
Blueleaf Limited
Statement of Comprehensive Income For the Year Ended 31 December 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | 49,881,447 | 41,660,340
Cost of sales |  | (37,576,608) | (31,041,168)
Gross profit |  | 12,304,839 | 10,619,172
Administrative expenses |  | (11,300,174) | (8,683,322)
Other operating income |  | 54,012 | 109,122
Operating profit | 5 | 1,058,677 | 2,044,972
Interest payable and similar expenses | 9 | (41,232) | (34,291)
Profit before tax |  | 1,017,445 | 2,010,681
Tax on profit | 10 | (371,950) | (417,075)
Profit for the financial year |  | 645,495 | 1,593,606
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 12 to 29 form part of these financial statements.
Page 9
Blueleaf Limited Registered number:07872692
Balance Sheet As at 31 December 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | - |  | 90,866
Tangible assets | 13 |  | 2,253,234 |  | 1,146,648
|  |  | 2,253,234 |  | 1,237,514
Current assets |  |  |  |  |
Stocks | 14 | 4,731,370 |  | 3,870,234 |
Debtors: amounts falling due within one year | 15 | 13,192,304 |  | 8,754,921 |
Cash at bank and in hand | 16 | 15,183 |  | 154,418 |
|  | 17,938,857 |  | 12,779,573 |
Creditors: amounts falling due within one year | 17 | (11,259,413) |  | (6,021,318) |
Net current assets |  |  | 6,679,444 |  | 6,758,255
Total assets less current liabilities |  |  | 8,932,678 |  | 7,995,769
Creditors: amounts falling due after more than one year | 18 |  | (141,852) |  | (65,438)
Provisions for liabilities |  |  |  |  |
Deferred tax | 21 | (319,226) |  | (104,226) |
|  |  | (319,226) |  | (104,226)
Net assets |  |  | 8,471,600 |  | 7,826,105
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 1,050 |  | 1,050
Profit and loss account |  |  | 8,470,550 |  | 7,825,055
|  |  | 8,471,600 |  | 7,826,105
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ N Campbell Esq
Director
Date: 21 May 2025
The notes on pages 12 to 29 form part of these financial statements. Page 10
Blueleaf Limited
Statement of Changes in Equity For the Year Ended 31 December 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 1,050 | 7,331,449 | 7,332,499
Comprehensive income for the year |  |  |
Profit for the year | - | 1,593,606 | 1,593,606
Contributions by and distributions to owners |  |  |
Dividends paid | - | (1,100,000) | (1,100,000)
At 1 January 2024 | 1,050 | 7,825,055 | 7,826,105
Comprehensive income for the year |  |  |
Profit for the year | - | 645,495 | 645,495
At 31 December 2024 | 1,050 | 8,470,550 | 8,471,600
| The notes on pages 12 to 29 form part of these financial statements.
Page 11
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
1. | General information
Blueleaf Limited is a private company limited by share capital, incorporated in England and Wales (Registered number: 07872692). The address of the registered office is Unit 1, Arrow Point Churchill Court, Manor Royal, Crawley, West Sussex, RH10 9BT. The principal places of business during the year were Unit 1, Arrow Point Churchill Court, Manor Royal, Crawley, West Sussex, RH10 9BT and Unit 11, Pioneer Way, Castleford, WF10 5TG. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of New Global Consortium Limited as at 31 December 2024 and these financial statements may be obtained from Unit 1, Arrow Point Churchill Court, Manor Royal, Crawley, West Sussex, RH10 9BT.
| 2.3 | Going concern
The financial statements have been prepared on the going concern basis as the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. Page 12
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
| 2.6 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic lives of between 4 and 10 years. Page 13
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.7 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance or straight line basis. Depreciation is provided on the following basis:
|  |  |  | Leasehold property | - | 20% | straight line
|  |  |  | Plant and machinery | - | 25% | reducing balance
|  |  |  | Motor vehicles | - | 25% | reducing balance
|  |  |  | Fixtures and fittings | - | 20% | straight line
|  |  |  | Office equipment | - | 33% | straight line
|  |  |  | Website | - | 33% | straight line
|  |  |  | Laundry pumps | - | 33% | straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.8 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
| 2.9 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.10 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Page 14
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.11 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
| 2.12 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.13 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
| 2.14 | Finance costs
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 15
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.15 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
| 2.16 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.17 | Leased assets: the Company as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 2.18 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.19 | Borrowing costs
All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred. Page 16
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.20 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires the directors to make judgments, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The following judgments have had the most significant impact on amounts recognised in the financial statements: Goodwill The company has recognised goodwill arising from business combinations with a carrying value of £nil (2023: £90,866) at the reporting date (see note 12). On acquisition the company determines a reliable estimate of the useful life of goodwill based upon factors such as the expected use of the acquired business, forecasts of expected future results and cash flows, and any legal, regulatory or contractual provisions that can limit useful life. At each subsequent reporting date the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the useful life of goodwill. Page 17
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Sale of goods | 49,881,447 | 40,394,727
| Provision of services | - | 1,265,613
|  | 49,881,447 | 41,660,340
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 49,880,306 | 41,628,196
| Rest of Europe | 1,141 | 32,144
|  | 49,881,447 | 41,660,340
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Exchange differences | (3,317) | 28,375
| Other operating lease rentals | 1,536,306 | 675,385
| Share-based payment | (2,971) | (20,095)
| Depreciation on tangible fixed assets | 694,329 | 454,129
| Amortisation of intangible assets, including goodwill | 90,866 | 218,112
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 43,500 | 39,000
Page 18
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 6,782,705 | 5,345,442
| Social security costs | 743,151 | 549,224
| Cost of defined contribution scheme | 201,008 | 125,056
|  | 7,726,864 | 6,019,722
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Sales | 36 | 30
|  | Operations | 105 | 71
|  | Administration, support and management | 22 | 28
|  |  | 163 | 129
8. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 213,271 | 184,363
|  | 213,271 | 184,363
| The highest paid director received remuneration of £123,271. The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £nil. During the year no directors received shares under the long-term incentive schemes. Comparatives have not been shown above as disclosure of these in the prior year was not required.
9. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest payable | 19,641 | 5,073
| Finance leases and hire purchase contracts | 21,591 | 29,218
|  | 41,232 | 34,291
Page 19
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
10. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 63,034 | 146,581
| Adjustments in respect of previous periods | 93,916 | -
| Total current tax | 156,950 | 146,581
| Deferred tax |  |
| Origination and reversal of timing differences | 215,000 | 270,494
| Total deferred tax | 215,000 | 270,494
|  | 371,950 | 417,075
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - lower than) than the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,017,445 | 2,010,681
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2023 - 23.52%) | 254,361 | 472,923
|  | 254,361 | 472,923
| Non-tax deductible amortisation of goodwill and impairment | 1,780 | 51,300
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 6,752 | 7,751
| Capital allowances for year in excess of depreciation | 3,661 | (136,754)
| Adjustments to tax charge in respect of prior periods | 93,916 | -
| Differences arising in respect of deferred tax and change in future tax rates | - | 15,581
| Other differences leading to an increase (decrease) in the tax charge | 6,570 | 6,274
| Group relief | 4,910 | -
| Total tax charge for the year | 371,950 | 417,075
Page 20
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
11. | Dividends
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Interim dividends paid | - | 1,100,000
12. | Intangible assets
|  | Goodwill
|  | £
| Cost |
| At 1 January 2024 | 3,493,997
| At 31 December 2024 | 3,493,997
| Amortisation |
| At 1 January 2024 | 3,403,131
| Charge for the year on owned assets | 90,866
| At 31 December 2024 | 3,493,997
| Net book value |
| At 31 December 2024 | -
| At 31 December 2023 | 90,866
Page 21
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
13. | Tangible fixed assets
|  | Leasehold property | Plant and machinery | Motor vehicles | Office equipment | Website
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | 363,516 | 692,726 | 859,566 | 407,776 | 191,013
| Additions | 1,343,529 | 47,041 | 161,450 | 40,504 | -
| Transfers intra group | - | - | 71,073 | - | -
| Disposals | - | (30,031) | (97,024) | - | -
| At 31 December 2024 | 1,707,045 | 709,736 | 995,065 | 448,280 | 191,013
| Depreciation |  |  |  |  |
| At 1 January 2024 | - | 439,917 | 536,969 | 404,285 | 118,381
| Charge for the year | 227,309 | 79,887 | 287,124 | 4,616 | -
| Disposals | - | (30,031) | (86,483) | - | -
| At 31 December 2024 | 227,309 | 489,773 | 737,610 | 408,901 | 118,381
| Net book value |  |  |  |  |
| At 31 December 2024 | 1,479,736 | 219,963 | 257,455 | 39,379 | 72,632
| At 31 December 2023 | 363,516 | 252,809 | 322,597 | 3,491 | 72,632
|  | Laundry pumps | Total
|  | £ | £
| Cost or valuation |  |
| At 1 January 2024 | 310,232 | 2,824,829
| Additions | 147,859 | 1,740,383
| Transfers intra group | - | 71,073
| Disposals | - | (127,055)
| At 31 December 2024 | 458,091 | 4,509,230
| Depreciation |  |
| At 1 January 2024 | 178,629 | 1,678,181
| Charge for the year | 95,393 | 694,329
| Disposals | - | (116,514)
| At 31 December 2024 | 274,022 | 2,255,996
| Net book value |  |
| At 31 December 2024 | 184,069 | 2,253,234
| At 31 December 2023 | 131,603 | 1,146,648
Page 22
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024 13.Tangible fixed assets (continued) Page 23
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024 13.Tangible fixed assets (continued)
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Motor vehicles | 202,200 | 208,311
| The depreciation on motor vehicles held under finance leases or hire purchase contracts, included above, was £120,831 for the period (2023: £132,160).
14. | Stocks
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Finished goods and goods for resale | 4,731,370 | 3,870,234
15. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 8,191,801 | 7,403,207
| Amounts owed by group undertakings | 2,625,181 | 59,113
| Other debtors | 496,627 | 525,592
| Prepayments and accrued income | 1,878,695 | 767,009
|  | 13,192,304 | 8,754,921
16. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 15,183 | 154,418
| Less: bank overdrafts | (295,887) | -
|  | (280,704) | 154,418
Page 24
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
17. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank overdraft | 295,887 | -
| Bank trade loan | 442,151 | 580,323
| Trade creditors | 2,947,326 | 3,025,571
| Amounts owed to group undertakings | 3,282,952 | 10,341
| Corporation tax | 63,034 | 146,581
| Other taxation and social security | 908,864 | 408,592
| Obligations under finance lease and hire purchase contracts | 175,609 | 119,992
| Other creditors | 103,036 | 68,551
| Accruals and deferred income | 3,040,554 | 1,661,367
|  | 11,259,413 | 6,021,318
| Bank overdraft The bank overdraft with HSBC UK Bank plc is secured by a general pledge to the bank and a fixed and floating charge over the assets and undertaking of the company. Bank trade loan The bank trade loan represents amounts owed on a £750k facility with HSBC UK Bank plc and is secured by a general pledge to the bank and a fixed and floating charge over the assets and undertaking of the company.
18. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Net obligations under finance leases and hire purchase contracts | 141,852 | 65,438
|  | 141,852 | 65,438
19. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Within one year | 175,609 | 119,992
| Between 1-5 years | 141,852 | 65,438
|  | 317,461 | 185,430
| Net obligations under finance lease and hire purchase contracts are secured by fixed charges on the assets concerned.
Page 25
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
20. | Financial instruments
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at amortised cost | 11,484,600 | 9,244,330
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | 11,100,458 | 3,882,878
| Financial assets measured at amortised cost comprise cash at bank and in hand, trade debtors, other debtors and amounts due from group undertakings.
| Financial liabilities measured at amortised cost comprise bank overdraft, bank trade loans, trade creditors, other creditors, obligations under finance lease and hire purchase contracts and amounts owed to group undertakings.
21. | Deferred taxation
|  | 2024
|  | £
| At beginning of year | (104,226)
| Debited to profit or loss | (215,000)
| At end of year | (319,226)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fixed asset timing differences | (320,139) | (107,586)
| Short term timing differences | 913 | 3,360
22. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,050 (2023 - 1,050) Ordinary shares of £1 each | 1,050 | 1,050
Page 26
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
23. | Share-based payments
| On 15 January 2024 the parent company has issued share options to certain employees of Blueleaf Limited under an Enterprise Management Incentive scheme, which allows those employees to acquire shares in the parent company at an agreed exercise price. The share options can be exercised upon a sale or listing of the company (an 'exit event'), or on the five-year anniversary of the grant date. The vesting period expires on the earlier of 5 years following the date of the grant, or on an 'exit event' occurring. When an employee with share options leaves the company, those share options are deemed cancelled. The fair value of the options was calculated using the Black-Scholes model as an observable market price is not available. Inputs into the model include the relevant exercise price, the expected volatility which was determined based on the historic volatility of comparable listed companies and has been set at 25%, and the risk free rate which is based upon the rate offered for UK gilt deposits at the date of grant and has been set at 3.6%. The movement in share options during the year and their weighted average exercise price is as follows:
|  | Weighted average exercise price (pence) 2024 | Number 2024 | Weighted average exercise price (pence) 2023 | Number 2023
| Outstanding at the beginning of the year | - | - |  | -
| Granted during the year | 10 | 105,106 |  | -
| Outstanding at the end of the year | 10 | 105,106 |  | -
| The Directors have considered the number of options expected to vest and the corresponding amount of the share-based payment charge. As the charge would be insignificant, no charge has been recognised in the year.
24. | Contingent liabilities
The Company has given a cross guarantee in support of a group VAT registration. The amount of the contingent liability not already provided for in these financial statements is £nil (2023: £536,508).
25. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £188,346 (2023: £125,056). Contributions totalling £1,869 (2023: £13,440) were payable to the fund at the balance sheet date and are included in creditors. Page 27
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
26. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 1,168,321 | 725,673
| Later than 1 year and not later than 5 years | 5,668,835 | 5,413,147
| Later than 5 years | 4,938,417 | 6,362,426
|  | 11,775,573 | 12,501,246
27. | Related party transactions
| During the year, and included in wages and salaries in note 7, are gross salaries of £263,824 (2023: £157,288) paid to close family members of the directors of the Company. Leymoor Limited (Entity under common control) Leymoor Limited charged rent of £nil (2023 £33,891) and management fees totalling £300,000 (2023: £297,579) during the year. At the year end the amount owed to Leymoor Limited was £30,000 (2023: £nil). Southwater Limited (Entity under common control) During the year Southwater Limited charged rent and associated costs totalling £216,648 (2023: £378,132) to Blueleaf Limited. During the year Southwater Limited charged for dilapidations totalling £36,108 (2023: £Nil). At the year end the balance owed to Southwater Limited was £nil (2023: £nil). Apparatus Software Ltd (Common director) During the year Apparatus Software Ltd charged fees of £140,384 (2023: £nil) in relation to services provided to Blueleaf Limited. At the year end the balance owed by Blueleaf Limited was £12,000 (2023: £nil). Burton-Brooke Enterprises Limited (Common director) During the year management fees of £27,847 (2023: £nil) were charged to Blueleaf Limited. At the year end a balance of £2,321 (2023: £nil) was due to Blueleaf Limited. Oneschool Global UK (Common director) During the year Blueleaf Limited made sales to Oneschool Global UK totalling £5,848 (2023: £nil). At the year end the balance due to Blueleaf Limited was £nil (2023: £nil). Key Management Personnel The total remuneration paid to Key Management Personnel, including Employers NIC, during the year was £689,174 (2023: £485,733). The Company has taken advantage of the exemption available in Section 33 of FRS 102 'Related Party Disclosures' from disclosing transactions with other wholly owned members of the Group.
Page 28
Blueleaf Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
28. | Controlling party
At the year end the company's immediate parent was New Global Consortium Limited, incorporated in England and Wales.
Page 29