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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEARS MANUFACTURING CO. (EUROPE)
COMPANY INFORMATION
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SEARS MANUFACTURING CO. (EUROPE)
CONTENTS
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SEARS MANUFACTURING CO. (EUROPE)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report for the year ended 31 December 2024.
The strategy of the business is to increase its share of the specialist seating market through increasing sales to new and existing customers built on the following qualities: integrity, innovation, performance, durability, comfort, quality and service.
The group enjoys a number of competitive advantages including strong brand recognition; a well established reputation for price competitiveness; a knowledgeable and enthusiastic workforce and a strong customer focus throughout the business. The underlying trading performance of the business decreased in 2024 relative to 2023. The significant reason for the decrease in trading performance was due to year on year decline in agriculture and construction industries, two of the main industries for our customer base. Whilst trading conditions are expected to remain challenging throughout 2025, the board considers the group to be well positioned to manage and take on this challenge. KPI's - Year ended 31 December 2024 31 December 2023 Turnover £21,118k £30,877k Gross margin £2,861k £4,666k Gross margin % 13.5% 15.1% Operating (loss)/profit (£472k) £1,380k Cash at bank and in hand (£2,311k) (£2,313k)
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SEARS MANUFACTURING CO. (EUROPE)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks can be summarised as follows:
Competition from competitiors Potential impact: the last few years have seen many manufacturing businesses suffer from uncertain demand. Mitigation: The business continues to grow its market share. It has achieved this by building customer awareness of its offering and investing in product development. People Potential impact: The business could be impacted by the loss of key individuals. Mitigation: The business looks to increase staff engagement through (1) regular opportunities to give feedback and to influence future business developments and (2) training and progression opportunities. Price risk The company is exposed to commodity price risk as a result of its operations. However, given the size of the company's operations, the cost of managing exposure to commodity price risk exceeds any potential benefit. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature. Credit risk The company's financial assets are cash and trade debtors. The company's credit risk is primarily attributable to its trade debtors which are presented in the balance sheet net of allowances for doubtful debts. The company has implemented policies that require appropriate credit checks on potential customers before sales are made. Liquidity risk The company actively maintains a mixture of long term and short term debt finance that is designed to ensure that the company has sufficient funds for operations and planned expansions. Interest rate cash flow risk The company has both interest bearing assets and interest bearing liabilities. Interest bearing assets comprise only cash balances, which earn interest at floating rates. The company has a policy of maintaining debt at floating rates. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature. Foreign exchange risk The company mitigates the foreign exchange risk by monitoring the variability of exchange rates and negotiating contracts with customers to accommodate exchange rate fluctuations. Geopolitical risk The company actively monitors changes in the geopolitical landscape that can impact our supply chain or total costs for our customers. Current US tariffs on imports from the UK have minimal administrative impact, reporting on steel source, and on Sears Europe, as our products fall outside the scope of current tariffs. Expanded US import tariffs will have minimal impact as less than 5% of our turnover is represented by shipments to the United States.
This report was approved by the board on 23 September 2025 and signed on its behalf.
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SEARS MANUFACTURING CO. (EUROPE)
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.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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;
∙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.
The loss for the year, after taxation, amounted to £730,829 (2023 - profit £1,068,632).
No dividends will be distributed for the year ended 31 December 2024 (2023: £0).
Going concern The directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued support of the ultimate parent company, Sears Manufacturing Inc. The directors have received confirmation that Sears Manufacturing Inc intends to support the company for a period of at least one year after these financial statements have been signed.
The directors who served during the year were:
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SEARS MANUFACTURING CO. (EUROPE)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Included in the company's strategic report is a review of the business and a description of the principal risks and uncertainties facing the company.
There have been no significant events affecting the Company since the year end.
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. .
The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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SEARS MANUFACTURING CO. (EUROPE)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEARS MANUFACTURING CO. (EUROPE)
We have audited the financial statements of Sears Manufacturing Co. (Europe) (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
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.
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SEARS MANUFACTURING CO. (EUROPE)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEARS MANUFACTURING CO. (EUROPE) (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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.
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.
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SEARS MANUFACTURING CO. (EUROPE)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEARS MANUFACTURING CO. (EUROPE) (CONTINUED)
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 Auditors' 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:
- Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud. - Review of legal and professional fees for evidence of legal work undertaken or fines/penalties incurred. - Enquiry of entity staff in compliance functions and external advisors to identify any instances of non-compliance with laws and regulations. - Reviewing of financial statements disclosures and rtesting to supporting documentation to assess compliance wirth applicable laws and regulations. - Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness. - Evaluating the business rationale of significant transactions outside the normal course of business. - An assessment of the methodologies used in order to calculate estimatse/provisions at the year end for evidence of bias. - We considered where applicable alternative estimation approaches including using (where available) actual post year end outcomes in order to provide assurance over the potential for material misstatement. - Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud; - Discussions with management over any potential or suspected fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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SEARS MANUFACTURING CO. (EUROPE)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEARS MANUFACTURING CO. (EUROPE) (CONTINUED)
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 Auditors' 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.
for and on behalf of
Statutory Auditor
Swansea, United Kingdom
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
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SEARS MANUFACTURING CO. (EUROPE)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEARS MANUFACTURING CO. (EUROPE)
REGISTERED NUMBER: 01275439
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 13 to 27 form part of these financial statements.
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SEARS MANUFACTURING CO. (EUROPE)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEARS MANUFACTURING CO. (EUROPE)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Sears Manufacturing Co. (Europe) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 01275439 and registered office address is Unit 42 Rassau Industrial Estate, Rassau, Ebbw Vale, Gwent, NP23 5SD.
The presentation currency of the financial statements is the Pound Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £.
2.Accounting policies
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:
The directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued support of the ultimate parent company, Sears Manufacturing Inc. The directors have received confirmation that Sears Manufacturing Inc intends to support the company for a period of at least one year after these financial statements have been signed.
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
Functional and presentation currency
Transactions and balances
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue represents the invoiced value of goods supllied net of VAT and trade discounts.
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current or deferred taxation assets and liabilities are not discounted. Current tax Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
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.
Stocks are stated at the lower of cost and net realisable value. Cost compromises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Cost is calculated using the weighted average method.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. Net Realisable Value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. The company provides for warranties on products sold. Provision is made for the expected cost of meeting claims in respect of these arrangements.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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. Critical judgements The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Stock valuation Stock is valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and stock loss trends. Warranty provision A warranty provision is recognised in relation to potential future warranty claims. The provision represents management's best estimate of expected future cash outflows. The estimate is based on past experience and industry averages for defective products.
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
There is an unprovided deferred tax asset at 31 December 2024 of £1.38m (2023: £1.19m) which relates to fixed asset timing differences and losses carried forward. This deferred tax asset has not been recognised as there is uncertainty as to its recoverability.
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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 £156,200 (2023 - £148,816) . Contributions totalling £1,204 (2023 - £16,067) were payable to the fund at the balance sheet date and are included in creditors.
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SEARS MANUFACTURING CO. (EUROPE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate and ultimate parent undertaking and controlling party is Sears Manufacturing Inc. Sears Manufacturing Inc is the parent undertaking of the smallest and largest group of undertakings to consolidate these financial statements at 31 December 2024. A copy of the consolidated financial statements may be obtained from Sears Manufacturing Inc, PO Box 3667, Davenport, IA 52808, Iowa, USA.
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