ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 06396675

INSIGNIA INVESTMENTS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

INSIGNIA INVESTMENTS LIMITED

COMPANY INFORMATION

Directors	J Flynn (resigned 21 January 2025)
	M Flynn
	S G Foord (appointed 10 March 2023)
	R Flynn (appointed 4 June 2024)
	W Flynn (appointed 4 June 2024)


Company secretary	M Flynn


Registered number	06396675


Registered office	14 Pindar Road
	Hoddesdon
	Hertfordshire
	EN11 0DE


Independent auditors	Adler Shine LLP
	Chartered Accountants & Statutory Auditor
	Aston House
	Cornwall Avenue
	London
	N3 1LF

INSIGNIA INVESTMENTS LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10
Company balance sheet	11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Consolidated statement of cash flows	14
Notes to the financial statements	15 - 32

INSIGNIA INVESTMENTS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their annual report and financial statements for the year ending 31 December 2024.

Business review

The principal activity of the group continues to be the import and wholesale supply of architectural ironmongery and hardware goods to the United Kingdom. There has not been any significant change to the group’s activities in the period under review and the directors are not aware at the date of the report of any likely major changes in the group’s activities in the next year.
Trading conditions in the commercial and residential new build and refurbishment markets that the group serves improved over the course of 2024. As a result of the general improvement in the level of economic activity group sales increased to £20.16 million in 2024, an increase of £0.02 million over the previous year. Operating profit increased to £3.5 million in the year compared to £3.0 million reported in 2023 as the business maintained a tight control of administrative expenses.
Management will continue to focus on expanding sales and profitability through:
- a focus on the development and efficient introduction of new products;
- continuous investment in product testing to ensure compliance with regulatory standards;
- further investment in marketing initiatives to strengthen the company's market profile and expand market share; and
- maintaining a tight control of cost and working capital.

Principal risks and uncertainties

The principal risks and uncertainties faced by the group are as follows:
Foreign exchange risks
The majority of the products the group supplies in the UK are imported and as such the group is exposed to movements in the exchange rate between Sterling and other world currencies, particularly the US Dollar. The directors regularly review the group’s economic exposure to exchange rate fluctuations and take action to hedge risks when considered appropriate.
Financial risks
The group supplies goods to customers on normal credit terms. Trade debtor balances are monitored on an ongoing basis and credit terms for all customers are regularly reviewed. As a consequence, the group’s exposure to bad debts has not been significant. Other financial risks arise on loans and cash balances. The principal sources of finance are through a term loan, import finance and invoice discounting advances with the group’s bank which is secured by a fixed charge over its book debts and a floating charge over its other assets. The group has not entered into any derivative transactions such as interest rate swaps in relation to any borrowings or investments.
Commodity prices
A material proportion of the cost of the products the group buys is accounted for by the cost of raw materials, principally copper, aluminium, zinc and stainless steel. The prices of these metals have; in recent years, been volatile and the group therefore is exposed to a level of risk and uncertainty relating to the price and availability of supply of these materials.
Commercial risk
The group is reliant on a limited number of key customers for a significant proportion of its revenue. A loss of any such customer could adversely impact the group's prospects and financial performance.

Page 1

INSIGNIA INVESTMENTS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Supply chain
The company relies heavily on the import of products from The Far East, principally from China and India. Supply chain disruption is a risk to the company’s operating and financial performance. However, the long-standing relationships with major suppliers and proactive stock management enabled the company to maintain high levels of stock availability.
Funding and liquidity risks
The group utilises an asset-based funding facility with HSBC which is renewed annually. As a result of a high level of cash generation achieved through efficient working capital and stock management in the year, the group has considerable headroom in these facilities.

Financial key performance indicators

The directors focus on the following key performance indicators for the group and performance for the year is summarised compared with the previous year:
Indicator 2024 2023
Turnover (£m) 20.16 20.14
Gross margin (%) 32.8% 29.1%
Operating profit (£m) 3.5 3.0

This report was approved by the board and signed on its behalf.

M Flynn

Director

Date: 12 September 2025

Page 2

INSIGNIA INVESTMENTS 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 group strategic report, the directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £2,774,220 (2023 - £2,296,754).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

J Flynn (resigned 21 January 2025)

M Flynn

S G Foord (appointed 10 March 2023)

R Flynn (appointed 4 June 2024)

W Flynn (appointed 4 June 2024)

Future developments

The directors anticipate ongoing growth in demand.

Page 3

INSIGNIA INVESTMENTS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Adler Shine 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.

M Flynn

Director

Date: 12 September 2025

Page 4

INSIGNIA INVESTMENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INSIGNIA INVESTMENTS LIMITED

Opinion

We have audited the financial statements of Insignia Investments Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 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; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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.

Page 5

INSIGNIA INVESTMENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INSIGNIA INVESTMENTS LIMITED (CONTINUED)

Other information

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.

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 group 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 group 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 group 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.

Page 6

INSIGNIA INVESTMENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INSIGNIA INVESTMENTS LIMITED (CONTINUED)

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 Group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 Group 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:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities;
• performed audit work over the risk of management override of controls, including testing of journal entries

and other adjustments for appropriateness and reviewing accounting estimates for bias;
• reviewed minutes of meetings;
• undertaken appropriate sample based testing of bank transactions;
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any

instances of non-compliance;
• discussed matters among the audit engagement team regarding how and where fraud might occur in the

financial statements and potential indicators of 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.

Page 7

INSIGNIA INVESTMENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INSIGNIA INVESTMENTS LIMITED (CONTINUED)

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.

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 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.

Christopher Taylor FCA (Senior Statutory Auditor)

for and on behalf of

Adler Shine LLP

Chartered Accountants

Statutory Auditor

Aston House

Cornwall Avenue

London

N3 1LF

12 September 2025

Page 8

INSIGNIA INVESTMENTS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	20,156,026	20,136,212
Cost of sales		(13,538,119)	(14,278,604)
Gross profit		6,617,907	5,857,608
Administrative expenses		(3,093,746)	(2,904,265)
Operating profit	5	3,524,161	2,953,343
Interest receivable and similar income	9	126,923	24,443
Interest payable and similar expenses	10	-	(22,402)
Profit before taxation		3,651,084	2,955,384
Tax on profit	11	(876,864)	(658,630)
Profit for the financial year		2,774,220	2,296,754


Unrealised (deficit)/surplus on revaluation of tangible fixed assets	(582,972)	-
Deferred tax on revaluation	192,500	-
Other comprehensive income for the year	(390,472)	-
Total comprehensive income for the year	2,383,748	2,296,754

Profit for the year attributable to:
Owners of the parent company	2,774,220	2,296,754
	2,774,220	2,296,754

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 15 to 32 form part of these financial statements.

Page 9

INSIGNIA INVESTMENTS LIMITED

REGISTERED NUMBER: 06396675

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	12		9,802,835		10,349,673
Current assets
Stocks	14	6,357,581		6,707,345
Debtors: amounts falling due within one year	15	4,468,478		4,748,185
Cash at bank and in hand	16	5,252,785		2,210,364
		16,078,844		13,665,894
Creditors: amounts falling due within one year	17	(4,236,050)		(4,561,186)
Net current assets			11,842,794		9,104,708
Total assets less current liabilities			21,645,629		19,454,381
Provisions for liabilities
Deferred taxation	19		(1,221,224)		(1,413,724)
Net assets			20,424,405		18,040,657

Capital and reserves
Called up share capital	20	18,000,034	18,000,034
Revaluation reserve	21	5,111,484	5,501,956
Profit and loss account	21	(2,687,113)	(5,461,333)
Equity attributable to owners of the parent company		20,424,405	18,040,657

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

M Flynn

Director

Date: 12 September 2025

The notes on pages 15 to 32 form part of these financial statements.

Page 10

INSIGNIA INVESTMENTS LIMITED

REGISTERED NUMBER: 06396675

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	13		10,000,001		10,000,001
Current assets
Debtors: amounts falling due within one year	15	1,468,427		861,630
Creditors: amounts falling due within one year	17	(1,458,549)		(851,752)
Net current assets			9,878		9,878
Total assets less current liabilities			10,009,879		10,009,879


Net assets			10,009,879		10,009,879

Capital and reserves
Called up share capital	20		18,000,034		18,000,034
Profit and loss account brought forward		(7,990,155)		(7,990,155)
Profit and loss account carried forward			(7,990,155)		(7,990,155)
			10,009,879		10,009,879

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

M Flynn

Director

Date: 12 September 2025

The notes on pages 15 to 32 form part of these financial statements.

Page 11

INSIGNIA INVESTMENTS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	18,000,034	5,444,116	(7,700,247)	15,743,903

Profit for the year	-	-	2,296,754	2,296,754
Transfer to/from profit and loss account	-	57,840	(57,840)	-

At 1 January 2024	18,000,034	5,501,956	(5,461,333)	18,040,657

Profit for the year	-	-	2,774,220	2,774,220
Deficit on revaluation of freehold property	-	(582,972)	-	(582,972)
Deferred tax	-	192,500	-	192,500
At 31 December 2024	18,000,034	5,111,484	(2,687,113)	20,424,405

The notes on pages 15 to 32 form part of these financial statements.

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INSIGNIA INVESTMENTS LIMITED

COMPANY 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	18,000,034	(7,990,155)	10,009,879

At 1 January 2024	18,000,034	(7,990,155)	10,009,879

At 31 December 2024	18,000,034	(7,990,155)	10,009,879

The notes on pages 15 to 32 form part of these financial statements.

Page 13

INSIGNIA INVESTMENTS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	2,774,220	2,296,754
Adjustments for:
Depreciation of tangible assets	160,405	102,931
Interest paid	-	22,402
Interest received	(126,923)	(24,443)
Taxation charge	876,864	658,630
Decrease/(increase) in stocks	349,765	(320,075)
Decrease/(increase) in debtors	279,705	(758,594)
(Decrease)/increase in creditors	(465,440)	264,174
Corporation tax (paid)	(736,560)	(660,752)
Net cash generated from operating activities	3,112,036	1,581,027

Cash flows from investing activities
Purchase of tangible fixed assets	(196,539)	(7,028)
Interest received	126,924	24,443
Net cash from investing activities	(69,615)	17,415
Cash flows from financing activities
Repayment of loans	-	(538,588)
Interest paid	-	(22,402)
Net cash used in financing activities	-	(560,990)
Net increase in cash and cash equivalents	3,042,421	1,037,452
Cash and cash equivalents at beginning of year	2,210,364	1,172,912
Cash and cash equivalents at the end of year	5,252,785	2,210,364

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	5,252,785	2,210,364
	5,252,785	2,210,364

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INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Insignia Investments Limited is a private company limited by shares and registered in England and Wales. The registered office and principal place of business address is Unit 14, Pindar Road, Essex Road, Hoddesdon, Hertfordshire, EN11 0DE.
The company's principal activity continued to be acting as a holding company for the group. The group's principal activity continued to be the wholesale supply of architectural ironmongery and hardware goods to the UK.
These financial statements are presented in Sterling (£), rounded to the nearest £1.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

2.3

Going concern

Having reviewed the group's financial forecasts and expected future cash flows, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the going concern basis has been adopted in preparing the financial statements for the year ended 31 December 2023.

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INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group 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 Group 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.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss 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.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

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INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Finance costs

Finance costs are charged to profit or loss 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.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

2.10

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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

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INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

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, .

Depreciation is provided on the following basis:

Long-term leasehold property	-	2%	Straight line
Plant and machinery	-
Office equipment	-	25%	Reducing balance
Other fixed assets	-	13%	Reducing balance

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.

2.12

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

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 average cost method basis. Work in progress and finished goods include labour and attributable overheads.

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 profit or loss.

Page 18

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

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.

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.17

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.

2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's balance sheet when the Group 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 receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried

Page 19

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Financial instruments (continued)

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 Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

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.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

Page 20

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Financial instruments (continued)

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.

2.20

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Page 21

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amount 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.
Critical judgments
The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Recognition of a provision for obsolete stock
The directors have decided to recognise a provision amounting to £845,679 (2023: £825,330) in the financial statements in relation to obsolete and damaged stock. The decision to provide was taken on the basis that the sale of this stock above cost is improbable.
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.
Valuation of land and buildings
As detailed in note 12 to the financial statements, land and buildings are stated at fair value based on the valuation performed by an independent professional valuer Lambert Smith Hampton Chartered Surveyors in April 2024. The valuer used observable market prices adjusted as necessary for any difference in location or condition of the asset. The directors consider the market value has not changed since the date of that valuation.

	Supply of architectural ironmongery and hardware goods	20,156,026	20,136,212

All turnover arose within the United Kingdom.

Page 22

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Exchange differences	-	(5,719)
	Other operating lease rentals	86,531	75,009

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements

30,550

30,000

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	1,600,986	1,433,833	-	-
Social security costs	169,847	155,362	-	-
Cost of defined contribution scheme	60,315	53,308	-	-
	1,831,148	1,642,503	-	-

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Directors	5	3	5	3
Staff and subsidiary directors	41	41	-	-

	46	44	5	3

Page 23

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Directors' remuneration

During the year retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.

9.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	126,923	24,443
		126,923	24,443

10.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	-	14,376
Other interest payable	-	8,026
	-	22,402

	Corporation tax
	Current tax on profits for the year	876,864	658,630

Deferred tax


	Taxation on profit on ordinary activities	876,864	658,630

Page 24

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

3,651,083

2,955,384

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	912,771	695,106
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	5,434	3,819
Capital allowances for year in excess of depreciation	(9,610)	21,896
Utilisation of tax losses	-	(66,704)
Adjustments to tax charge in respect of prior periods	-	(14,465)
Short term timing difference leading to an increase (decrease) in taxation	-	(339)
Other differences leading to an increase (decrease) in the tax charge	(31,731)	19,317
Total tax charge for the year	876,864	658,630

Page 25

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Tangible fixed assets
	Group

	Freehold property	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	10,500,000	24,187	114,316	325,111	10,963,614
Additions	191,836	-	264	4,439	196,539
Revaluations	(770,000)	-	-	-	(770,000)
At 31 December 2024	9,921,836	24,187	114,580	329,550	10,390,153
Depreciation
At 1 January 2024	187,028	24,187	113,119	289,608	613,942
Charge for the year on owned assets	151,538	-	299	8,567	160,404
On revalued assets	(187,028)	-	-	-	(187,028)
At 31 December 2024	151,538	24,187	113,418	298,175	587,318
Net book value
At 31 December 2024	9,770,298	-	1,162	31,375	9,802,835
At 31 December 2023	10,312,972	-	1,197	35,504	10,349,673

Page 26

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Tangible fixed assets (continued)

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

	Freehold	9,770,298	10,312,972

The freehold land and buildings were revalued as at 17 April 2024 by Lambert Smith Hampton, RICS chartered surveyors on an existing use basis. The Directors consider the market value has not changed since the date of that valuation.
Included in freehold land and buildings is land valued at £4,470,541 which is not depreciated.

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:
	2024	2023
	£	£

Group
Cost	3,292,790	3,292,790
Accumulated depreciation	(402,651)	(382,270)
Net book value	2,890,139	2,910,520

Page 27

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	20,553,001
	At 31 December 2024	20,553,001
	Impairment
	At 1 January 2024	10,553,000
	At 31 December 2024	10,553,000
	Net book value
	At 31 December 2024	10,000,001
	At 31 December 2023	10,000,001

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Class of shares	Holding

Frisco (U.K.) Sales Limited	England & Wales	Ordinary	100%
FSL Investments Limited	England & Wales	Ordinary	100%
Henderson Hardware Limited	England & Wales	Ordinary	100%
Instock Hardware Limited*	England & Wales	Ordinary	100%

* Indirectly held subsidiary

Page 28

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Stocks
		Group	Group
		2024	2023
		£	£

	Finished goods and goods for resale	6,357,581	6,707,345

The difference between purchase price or production cost of stocks and their replacement cost is not material.

15.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	4,429,156	4,710,143	-	-
Amounts owed by group undertakings	-	-	1,468,392	861,595
Other debtors	8,548	7,201	35	35
Prepayments and accrued income	10,982	11,049	-	-
Financial instruments	19,792	19,792	-	-
	4,468,478	4,748,185	1,468,427	861,630

16.	Cash and cash equivalents
		Group	Group
		2024	2023
		£	£

	Cash at bank and in hand	5,252,785	2,210,364

Page 29

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	1,838,362	2,621,133	-	-
Amounts owed to group undertakings	-	-	1,058,031	372,128
Corporation tax	552,863	412,559	-	-
Other taxation and social security	652,731	122,145	-	-
Other creditors	401,045	484,794	400,518	479,624
Accruals and deferred income	791,049	920,555	-	-
	4,236,050	4,561,186	1,458,549	851,752

18.	Financial instruments
		Group	Group
		2024	2023
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	5,076,085	2,230,156

Page 30

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Deferred taxation
	Group

		2024
		£

	At beginning of year	(1,413,724)
	Charged to profit or loss	192,500
	At end of year	(1,221,224)

Company

		2024

	At end of year	-

		Group	Group
		2024	2023
		£	£

Revaluation of tangible fixed assets

(1,221,224)

(1,413,724)

20.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

3,430 (2023 - 3,430) Ordinary shares of £0.01 each	34	34
18,000,000 (2023 - 18,000,000) Preference shares of £1.00 each	18,000,000	18,000,000

	18,000,034	18,000,034

21.

Reserves

Revaluation reserve

The revaluation reserve relates to the revaluation of the group's freehold property, net of deferred tax. The reserve is not distributable.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 31

INSIGNIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £60,314 (2023: £53,308). Contributions totalling £Nil (2023: £756) were payable to the fund at the balance sheet date and are included in creditors.

23.	Commitments under operating leases
	At 31 December 2024 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	50,290	49,326
Later than 1 year and not later than 5 years	50,043	52,577
	100,333	101,903

24.

Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
Creditors include an amount of £400,518 (2023: £479,624) owed to the Estate of the late J Flynn, who was a director of the company until 21 January 2025. No interest is payable on the outstanding amount.

25.	Controlling party

The ultimate controlling parties of the company are M Flynn and Estate of the late J Flynn.

Page 32