Josten Ltd Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: NI723887

Josten Ltd

Financial Statements

31 December 2024

Josten Ltd

Financial Statements

Year ended 31 December 2024

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	4

Independent auditor's report to the members	7

Consolidated statement of comprehensive income	12

Consolidated statement of financial position	13

Company statement of financial position	14

Consolidated statement of changes in equity	15

Company statement of changes in equity	16

Consolidated statement of cash flows	17

Notes to the financial statements	18

Josten Ltd

Officers and Professional Advisers

The board of directors	Mr R McCluskey
	Mrs B McCluskey
	Mr J McCluskey
	Mr S McCluskey
	Mr J Hilland

Registered office	Aisling House
	50 Stranmillis Embankment
	Belfast
	BT9 5FL

Auditor	Maneely Mc Cann Chartered Accountants
	Chartered accountants & statutory auditor
	Aisling House
	50 Stranmillis Embankment
	Belfast
	BT9 5FL

Bankers	Danske Bank
	Donegall Square West
	Belfast
	BT1 6JS

Solicitors	Hewitt & Gilpin Solicitors
	Thomas House
	14 -16 James Street South
	Belfast
	BT2 7GA

Josten Ltd

Strategic Report

Year ended 31 December 2024

The directors present the strategic report for the year ended 31 December 2024. Fair review of the business We aim to present a balanced review of the development and performance of the business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of the business and is written within the context of the risks and uncertainties that we face. The principal activity of the group continued to be that of the production, sourcing and marketing of construction aggregates. No material changes are anticipated in the foreseeable future. The main area of the business is the provision of aggregates for road repair and maintenance purposes, mainly in Great Britain but also markets have been secured on the western periphery of mainland Europe. Principal risks and uncertainties Over the last year the market for road repair and maintenance in the UK and mainland Europe has remained challenging due to the level of government funding available. Indeed the business environment in which the group operates continues to be challenging as the level of public funding available for road repair and maintenance has a significant impact on the business. Development and performance The Directors are of the opinion that trading performance was satisfactory in 2024. Looking ahead the directors anticipate a steady performance in 2025 despite the political and economic uncertainties which remain over the Northern Ireland and UK economies. Whilst the ongoing impact of Brexit remains uncertain, the Group has actively managed this risk and with the key market for product being within the UK, there has been minimal impact or disruption on activities. Over recent years the company has invested in both quarry reserves and new production facilities to expand and strengthen production capability and strengthen and secure continuity of product supply to its customer base. Investment made in 2024 will further enhance trading, profitability and cash generation going forward and future profits will be used to both underpin the existing strong liquidity of the business and further strengthen the company's financial position through the reduction of net debt. Key performance indicators We consider that our key performance indicators are those that communicate the financial performance and strength of the group as a whole, these being turnover, gross profit and gross margin.

	2024	2023	2022
	£	£	£
Turnover	38,907,620	36,627,543	32,321,067
Gross Profit	7,987,418	6,941,731	4,855,232
Gross Margin %	21	19	15

The results for the year and the financial position at the year end were considered satisfactory by the directors.

This report was approved by the board of directors on 7 April 2025 and signed on behalf of the board by:

Mr J Hilland

Director

Registered office:

Aisling House

50 Stranmillis Embankment

Belfast

BT9 5FL

Josten Ltd

Directors' Report

Year ended 31 December 2024

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

Directors

The directors who served the company during the year were as follows:

Mr R McCluskey	(Appointed 20 November 2024)
Mrs B McCluskey	(Appointed 20 November 2024)
Mr J McCluskey	(Appointed 20 November 2024)
Mr S McCluskey	(Appointed 20 November 2024)
Mr J Hilland	(Appointed 20 November 2024)

Dividends

Particulars of recommended dividends are detailed in note 13 to the financial statements.

Future developments

The directors are keen to expand production and increase efficiency through innovative means in the year ahead. The directors believe this is imperative to continue to meet customer demands. Looking ahead, the group would like to further develop its European market, however is realistic about the challenges that exist surrounding the uncertainties of Brexit.

Research and development

Conexpo continues to develop a new crushing and processing facility. This facility will pioneer the production of various aggregate types simultaneously. Different plant manufacturers and engineers have been brought together to research and develop this new method of producing aggregate.

Financial instruments

Financial risk management

The group's operations expose it to a variety of financial risks that include the effects of changes in exchange rates, interest rate risk, credit risk and liquidity risk. The group's overall risk management programme seeks to minimise the potential adverse effects on the group's financial performance. Given the size and structure of the group, the directors have not delegated the responsibility of monitoring financial risk management but instead set the policies that are then implemented by the rest of the group.

Liquidity risk

The group borrows from its bankers using either overdrafts or term loans whose tenure depends on the nature of the asset and management's view of the future direction of interest rates.

Foreign currency risk

The majority of the group's turnover and expenses are denominated in sterling but we are exposed to some foreign exchange risk in the normal course of business. While the group does not use financial instruments currently to hedge foreign exchange exposure, this is constantly reviewed.

Credit risk

The group offer credit terms to its customers which allow payment of the debt after delivery of the goods. The group is at risk to the extent that a customer may be unable to pay debt on the specified date due. The risk is mitigated through strong on-going customer relationships and the completion of credit checks on all potential new customers. The amount of exposure to individual customers is monitored regularly by the group.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, 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 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 the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 7 April 2025 and signed on behalf of the board by:

Mr J Hilland

Director

Registered office:

Aisling House

50 Stranmillis Embankment

Belfast

BT9 5FL

Josten Ltd

Independent Auditor's Report to the Members of Josten Ltd

Year ended 31 December 2024

Opinion

We have audited the financial statements of Josten Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The 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. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the 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 group and the parent 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 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 directors' responsibilities statement, 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 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'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: Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: - the nature of the industry and sector, control environment and business performance including the design of the Group's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets; - results of our enquiries of management about their own identification and assessment of the risks of irregularities; - any matters we identified having obtained and reviewed the Group's documentation of their policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; - the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006 and Taxation Legislation. Audit response to risks identified Our procedures to respond to risks identified included the following: - reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; - enquiring of management and external legal counsel concerning actual and potential litigation and claims; - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; - reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and - in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in new making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. 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 on the effectiveness of the group'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 group's or the parent 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 group or the parent 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. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. 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. 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.

Cathal Maneely

(Senior Statutory Auditor)

For and on behalf of

Maneely Mc Cann Chartered Accountants

Chartered accountants & statutory auditor

Aisling House

50 Stranmillis Embankment

Belfast

BT9 5FL

7 April 2025

Josten Ltd

Consolidated Statement of Comprehensive Income

Year ended 31 December 2024

		2024	2023
Note		£	£
Turnover	4	38,907,620	36,627,543

Cost of sales	30,925,202	29,685,812
	-------------	-------------
Gross profit	7,982,418	6,941,731

Administrative expenses		1,039,890	598,377
Other operating income	5	419,924	430,330
		------------	------------
Operating profit	6	7,362,452	6,773,684

Other interest receivable and similar income	10	234,277	178,421
Interest payable and similar expenses	11	26,737	304,875
		------------	------------
Profit before taxation		7,569,992	6,647,230

Tax on profit	12	2,228,891	1,181,072
		------------	------------
Profit for the financial year and total comprehensive income		5,341,101	5,466,158
		------------	------------

All the activities of the group are from continuing operations.

Josten Ltd

Consolidated Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Negative goodwill	14	–	( 98,104)
Tangible assets	15	31,242,591	29,556,764
		-------------	-------------
		31,242,591	29,458,660

Current assets

Stocks	17	1,148,198	1,026,561
Debtors	18	3,297,785	5,157,975
Cash at bank and in hand		8,419,162	6,275,919
		-------------	-------------
		12,865,145	12,460,455

Creditors: amounts falling due within one year	19	5,634,225	6,509,398
		-------------	-------------
Net current assets		7,230,920	5,951,057
		-------------	-------------
Total assets less current liabilities		38,473,511	35,409,717

Creditors: amounts falling due after more than one year	20	–	1,200,404

Provisions	21	3,008,871	2,216,967
		-------------	-------------
Net assets		35,464,640	31,992,346
		-------------	-------------

Capital and reserves

Called up share capital	26	66,770	66,770
Capital redemption reserve	27	13,333	13,333
Other reserves, including the fair value reserve	27	( 100)	( 100)
Profit and loss account	27	35,384,637	31,912,343
		-------------	-------------
Shareholders funds		35,464,640	31,992,346
		-------------	-------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 7 April 2025 , and are signed on behalf of the board by:

Mr J Hilland

Director

Company registration number: NI723887

Josten Ltd

Company Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Investments	16	66,670	–

Current assets

Debtors	18	100	–
		----	----
Net current assets		100	–
		--------	----
Total assets less current liabilities		66,770	–
		--------	----

Capital and reserves

Called up share capital	26	66,770	–
		--------	----
Shareholders funds		66,770	–
		--------	----

The profit for the financial year of the parent company was £Nil (2023: £Nil).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 7 April 2025 , and are signed on behalf of the board by:

Mr J Hilland

Director

Company registration number: NI723887

Josten Ltd

Consolidated Statement of Changes in Equity

Year ended 31 December 2024

		Called up share capital	Capital redemption reserve	Other reserves, including the fair value reserve	Profit and loss account	Total
		£	£	£	£	£
At 1 January 2023		66,770	13,333	( 100)	27,446,149	27,526,152

Profit for the year					5,466,158	5,466,158
		--------	--------	----	-------------	-------------
Total comprehensive income for the year		–	–	–	5,466,158	5,466,158

Dividends paid and payable	13	–	–	–	( 999,964)	( 999,964)
		--------	--------	----	-------------	-------------
Total investments by and distributions to owners		–	–	–	( 999,964)	( 999,964)

At 31 December 2023		66,770	13,333	( 100)	31,912,343	31,992,346

Profit for the year					5,341,101	5,341,101
		--------	--------	----	-------------	-------------
Total comprehensive income for the year		–	–	–	5,341,101	5,341,101

Dividends paid and payable	13	–	–	–	( 1,868,807)	( 1,868,807)
		----	----	----	------------	------------
Total investments by and distributions to owners		–	–	–	( 1,868,807)	( 1,868,807)

		--------	--------	----	-------------	-------------
At 31 December 2024		66,770	13,333	( 100)	35,384,637	35,464,640
		--------	--------	----	-------------	-------------

Josten Ltd

Company Statement of Changes in Equity

Year ended 31 December 2024

	Called up share capital	Profit and loss account	Total
	£	£	£
At 1 January 2023	–	–	–

Profit for the year		–	–

Profit for the year		–	–

Issue of shares	66,770	–	66,770
	--------	----	--------
Total investments by and distributions to owners	66,770	–	66,770

	--------	----	--------
At 31 December 2024	66,770	–	66,770
	--------	----	--------

Josten Ltd

Consolidated Statement of Cash Flows

Year ended 31 December 2024

	2024	2023
	£	£

Cash flows from operating activities

Profit for the financial year	5,341,101	5,466,158

Adjustments for:
Depreciation of tangible assets	862,497	779,631
Amortisation of intangible assets	( 98,104)	( 342,409)
Government grant income	( 1,418)	( 1,294)
Other interest receivable and similar income	( 234,277)	( 178,421)
Interest payable and similar expenses	26,737	304,875
Gains on disposal of tangible assets	( 87,704)	( 81,439)
Tax on profit	2,228,891	1,181,072
Accrued expenses/(income)	126,780	( 1,175,301)

Changes in:
Stocks	( 121,637)	110,289
Trade and other debtors	1,860,190	( 943,256)
Trade and other creditors	( 874,246)	2,089,700
	------------	------------
Cash generated from operations	9,028,810	7,209,605

Interest paid	( 26,737)	( 304,875)
Interest received	234,277	178,421
Tax paid	( 1,480,699)	( 866,388)
	------------	------------
Net cash from operating activities	7,755,651	6,216,763
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 2,548,620)	( 1,043,612)
Proceeds from sale of tangible assets	88,000	158,082
	------------	------------
Net cash used in investing activities	( 2,460,620)	( 885,530)
	------------	------------

Cash flows from financing activities

Proceeds from borrowings	( 1,284,399)	( 4,108,528)
Government grant income	1,418	1,294
Dividends paid	( 1,868,807)	( 999,964)
	------------	------------
Net cash used in financing activities	( 3,151,788)	( 5,107,198)
	------------	------------

Net increase in cash and cash equivalents	2,143,243	224,035
Cash and cash equivalents at beginning of year	6,275,919	6,051,884
	------------	------------
Cash and cash equivalents at end of year	8,419,162	6,275,919
	------------	------------

Josten Ltd

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in Northern Ireland. The address of the registered office is Aisling House, 50 Stranmillis Embankment, Belfast, BT9 5FL.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

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 cash flow 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.

Consolidation

The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. A group reconstruction completed during the period, whereby Josten Ltd became the ultimate parent company of Conexpo (NI) Limited by way of a share for share exchange. This has been accounted for using the merger accounting method as permitted under FRS 102 for group reconstructions, and the comparative information in the financial statements has been restated accordingly as though the group has always existed in its current form. The results of subsidiaries acquired or disposed of during the year 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 included its individual statement of comprehensive income .

Judgements and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. Carrying value of Goodwill Conexpo (NI) Limited acquired Miskelly Brothers Limited in 2015. The company was purchased at a cost lower than the fair value of the net assets acquired. This created the negative goodwill balance in the financial statements shown separately on the balance sheet. The negative goodwill has been estimated as having an expected life of 9 years. The group continues to monitor the carrying value of this negative goodwill using judgements based on the future cashflows expected to be generated and the benefits acquired.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Operating leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial, and financial feasibility can be demonstrated. Expenditure incurred during the year was £606,368 (2023: £405,454).

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that 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 that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Goodwill

Negative goodwill arises when the cost of acquisition of a business is less than the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 9 years. For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Goodwill	-	Straight line over 9 years

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Freehold property	-	2 - 16.66% Straight Line
Plant and machinery	-	6.67 -20% Straight Line
Fixtures and fittings	-	33% straight line
Motor vehicles	-	20% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

Investments in joint ventures

Investments in joint ventures are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the joint venture.

Impairment of fixed assets

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.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Government grants

Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.

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.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. 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. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. 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.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Sale of goods	38,907,620	36,627,543
	-------------	-------------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

5. Other operating income

	2024	2023
	£	£
Government grant income	1,418	1,294
Other operating income	418,506	429,036
	---------	---------
	419,924	430,330
	---------	---------

6. Operating profit

Operating profit or loss is stated after charging/crediting:

	2024	2023
	£	£
Amortisation of intangible assets	( 98,104)	( 342,409)
Depreciation of tangible assets	862,497	779,631
Gains on disposal of tangible assets	( 87,704)	( 81,439)
Foreign exchange differences	–	1,303
	---------	---------

7. Auditor's remuneration

	2024	2023
	£	£
Fees payable for the audit of the financial statements	29,000	23,500
	--------	--------

Fees payable to the company's auditor and its associates for other services:

Other non-audit services	10,000	6,500
	--------	--------

8. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2024	2023
	No.	No.
Production staff	34	31
Administrative staff	8	8
	----	----
	42	39
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2024	2023
	£	£
Wages and salaries	2,018,000	2,032,264
Social security costs	215,682	228,003
Other pension costs	62,420	55,082
	------------	------------
	2,296,102	2,315,349
	------------	------------

9. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	2024	2023
	£	£
Remuneration	242,568	330,067
Company contributions to defined contribution pension plans	8,400	8,400
	---------	---------
	250,968	338,467
	---------	---------

The number of directors who accrued benefits under company pension plans was as follows:

	2024	2023
	No.	No.
Defined contribution plans	2	2
	----	----

Remuneration of the highest paid director in respect of qualifying services:

	2024	2023
	£	£
Aggregate remuneration	135,000	78,784
	---------	--------

10. Other interest receivable and similar income

	2024	2023
	£	£
Interest on cash and cash equivalents	234,277	178,421
	---------	---------

11. Interest payable and similar expenses

	2024	2023
	£	£
Interest on banks loans and overdrafts	26,737	304,875
	--------	---------

12. Tax on profit

Major components of tax income

	2024	2023
	£	£

Current tax:

UK current tax income	1,436,583	1,229,627
Adjustments in respect of prior periods	404	11,857
	------------	------------
Total current tax	1,436,987	1,241,484
	------------	------------

Deferred tax:

Origination and reversal of timing differences	791,904	( 60,412)
	------------	------------
Tax on profit	2,228,891	1,181,072
	------------	------------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is higher than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 25 %).

	2024	2023
	£	£
Profit on ordinary activities before taxation	7,569,992	6,647,230
	------------	------------
Profit on ordinary activities by rate of tax	1,953,574	1,661,807
Adjustment to tax charge in respect of prior periods	404	11,857
Effect of expenses not deductible for tax purposes	( 97,330)	( 77,126)
Effect of capital allowances and depreciation	( 289,292)	( 161,100)
Effect of different UK tax rates on some earnings	–	(78,428)
Utilisation of tax losses	–	( 17,232)
Origination and reversal of timing differences	791,904	( 60,412)
Research and development credit	( 130,369)	( 98,294)
	------------	------------
Tax on profit	2,228,891	1,181,072
	------------	------------

13. Dividends

	2024	2023
	£	£
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )	1,868,807	999,964
	------------	---------

14. Intangible assets

Group	Goodwill
	£
Cost
At 1 January 2024 and 31 December 2024	( 3,081,682)
	------------
Amortisation
At 1 January 2024	( 2,983,578)
Charge for the year	( 98,104)
	------------
At 31 December 2024	( 3,081,682)
	------------
Carrying amount
At 31 December 2024	–
	------------
At 31 December 2023	( 98,104)
	------------

The company has no intangible assets.

15. Tangible assets

Group	Land and buildings	Plant and machinery	Fixtures and fittings	Motor vehicles	Total
	£	£	£	£	£
Cost
At 1 January 2024	25,593,818	13,313,808	100,309	507,364	39,515,299
Additions	1,061,720	1,486,900	–	–	2,548,620
Disposals	–	( 351,650)	–	–	( 351,650)
	-------------	-------------	---------	---------	-------------
At 31 December 2024	26,655,538	14,449,058	100,309	507,364	41,712,269
	-------------	-------------	---------	---------	-------------
Depreciation
At 1 January 2024	742,429	8,973,486	100,079	142,541	9,958,535
Charge for the year	23,604	745,916	132	92,845	862,497
Disposals	–	( 351,354)	–	–	( 351,354)
	-------------	-------------	---------	---------	-------------
At 31 December 2024	766,033	9,368,048	100,211	235,386	10,469,678
	-------------	-------------	---------	---------	-------------
Carrying amount
At 31 December 2024	25,889,505	5,081,010	98	271,978	31,242,591
	-------------	-------------	---------	---------	-------------
At 31 December 2023	24,851,389	4,340,322	230	364,823	29,556,764
	-------------	-------------	---------	---------	-------------

The company has no tangible assets.

Included within the carrying value of land and buildings in the group is long leasehold with a carrying value of £1,223,040 (2023: £1,223,040).

16. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2024	–
Additions	66,670
	--------
At 31 December 2024	66,670
	--------
Impairment
At 1 January 2024 and 31 December 2024	–
	--------

Carrying amount
At 31 December 2024	66,670
	--------
At 31 December 2023	–
	--------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Registered office	Class of share	Percentage of shares held
Subsidiary undertakings
Conexpo (NI) Limited	Aisling House	Ordinary	100
	50 Stranmillis Embankment
	Belfast
	BT9 5FL

Conexpo (NI) Limited holds 100% of the ordinary share capital of Miskelly Brothers Limited, a company registered in Northern Ireland.

17. Stocks

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Raw materials and consumables	41,018	35,642	–	–
Finished goods and goods for resale	1,107,180	990,919	–	–
	------------	------------	----	----
	1,148,198	1,026,561	–	–
	------------	------------	----	----

18. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade debtors	2,900,668	4,305,557	–	–
Prepayments and accrued income	352,168	839,274	–	–
Other debtors	44,949	13,144	100	–
	------------	------------	----	----
	3,297,785	5,157,975	100	–
	------------	------------	----	----

19. Creditors: amounts falling due within one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Bank loans and overdrafts	–	531,149	–	–
Trade creditors	3,038,108	3,856,969	–	–
Accruals and deferred income	162,280	35,500	–	–
Corporation tax	656,443	700,155	–	–
Social security and other taxes	919,203	765,810	–	–
Director loan accounts	696,000	248,846	–	–
Other creditors	162,191	370,969	–	–
	------------	------------	----	----
	5,634,225	6,509,398	–	–
	------------	------------	----	----

20. Creditors: amounts falling due after more than one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Bank loans and overdrafts	–	1,200,404	–	–
	----	------------	----	----

21. Provisions

Group	Deferred tax (note 22)
	£
At 1 January 2024	2,216,967
Additions	791,904
	------------
At 31 December 2024	3,008,871
	------------

The company does not have any provisions.

22. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Included in provisions (note 21)	3,008,871	2,216,967	–	–
	------------	------------	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Accelerated capital allowances	3,008,871	2,216,967	–	–
	------------	------------	----	----

23. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 62,420 (2023: £ 55,082 ).

24. Government grants

The amounts recognised in the financial statements for government grants are as follows:

Group		Company
2024	2023	2024	2023
£	£	£	£

Recognised in other operating income:

Government grants recognised directly in income	1,418	1,294	–	–
	-------	-------	----	----

25. Guarantees

A floating charge covering all monies the undertaking of the subsidiary company and all its property whatsoever and wheresoever both present and future including its uncalled share capital for the time being.

There is an unlimited intercompany cross company guarantee between Conexpo (NI) Limited and Miskelly Brothers Limited.

26. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 1 each	66,770	66,770	–	–
	--------	--------	----	----

27. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses. Merger reserve - This reserve reflects the difference between the cost of investment and the nominal value of share capital acquired in the group reorganisation, as though the group always existed in its current form.

28. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	6,275,919	2,143,243	8,419,162
Debt due within one year	(779,995)	83,995	(696,000)
Debt due after one year	(1,200,404)	1,200,404	–
	------------	------------	------------
	4,295,520	3,427,642	7,723,162
	------------	------------	------------

29. Directors' advances, credits and guarantees

Dividends totalling £1,868,807 (2023: £999,963) were paid in the year in respect of shares held by the group's directors. The amounts owing to the directors at 31 December 2024 is £696,000 (2023 £248,846).

Josten Ltd

Notes to the Financial Statements (continued)

Year ended 31 December 2024

30. Related party transactions

Company

Remuneration of key management personnel The remuneration of the key management personnel of the group, who are also directors, is shown in Note 9. The company has taken advantage of the exemption from disclosing related party transactions with group companies, in accordance with FRS 102 "The Financial Reporting Standard applicable to the UK and the Republic of Ireland", Section 33 Related Party Disclosures.

31. Controlling party

The ultimate controlling parties are Mr J McCluskey and Mr S McCluskey . The group is controlled by Mr R McCluskey , Mrs B McCluskey , Mr J McCluskey, and Mr S McCluskey.