REGISTERED NUMBER: 07902211 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

S D Ramsden & Co Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

S D Ramsden MBE

J M Threadgold

REGISTERED OFFICE:

Adam Smith Street

Grimsby

North East Lincs

DN31 1SJ

REGISTERED NUMBER:

07902211 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

8th Floor, Becket House

36 Old Jewry

London

EC2R 8DD

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

During the year the Company continued with its principal activity of the wholesale export of British consumer goods including food and household products.

The strategy of the Company is to grow export sales whilst continually improving the customer experience by offering the largest stocked range of British brands through our relationships with key suppliers, short lead times and added value service.

REVIEW OF BUSINESS

In 2024, S D Ramsden & Co Limited continued to operate in a competitive and challenging market environment. The company reported a turnover of £40.6 million, reflecting a 7.7% decrease compared to the previous year (2023: £43.9 million), primarily due to tough trading conditions caused by the Suez Canal and the collapse of a major customer.

Gross profit totalled £7.0 million, representing a margin of 17.4% (2023: £7.3 million, 16.7%). Throughout the year, management maintained a strong focus on cost control and operational efficiency, with administrative expenses held broadly steady at £6.87 million (2023: £6.8 million). The company also increased its investment in fixed assets to enhance operational capabilities and support future growth initiatives.

Despite a decline in overall profitability, the business continued to generate positive earnings and remained cash-generative. The directors are satisfied with the company's performance over the year and remain confident in its long-term prospects. They are committed to further strengthening the company's financial position. Encouragingly, trading in early 2025 has already surpassed 2024 levels and is tracking ahead of budget expectations.

PRINCIPAL RISKS AND UNCERTAINTIES

Foreign currency risk

Our customer base, although worldwide, is largely invoiced in British Pounds hence the exchange rate exposure is minimised. Our new European entity invoices in Euros and we were able to hedge 100% of exchange requirements.

Credit risk

Our approach to debt collection and credit insurance ensures exposure to bad debt failure is kept to a minimum.

Competitor risk

The Group performs periodic reviews of its business strategy in order to ensure we have a competitive and added-value offering.

FINANCIAL KEY PERFORMANCE INDICATORS

The Group continually monitors its performance. An annual budget is prepared with actual performance being compared to both budget and last year. A number of financial KPI's are used to measure performance including turnover, gross profit, operating and debtor days.

2024

2023

Turnover

£41.5m

£45.1m

Gross Profit as a % of turnover

17.2%

16.5%

Debtor days

58

61

OTHER KEY PERFORMANCE INDICATORS

Other KPI's used by the Group to assess its overall performance are customer centric in their focus and include product availability and quality of service.

FUTURE DEVELOPMENTS

Looking ahead, S D Ramsden & Co Limited is poised for further growth. The company plans to continue its focus on international markets, particularly in regions where demand for its products remains strong.

To sustain this growth, the company will:

- Stabilising and Growing Revenue: The business will look to retain key customers and explore new market opportunities to reverse the downward trend in turnover.

- Cost Efficiency and Operational Improvement: Emphasis will be placed on controlling administrative overheads and improving margins through process optimisation.

- Debt Management: Continue to focus on debt reduction to strengthen its balance sheet.

ON BEHALF OF THE BOARD:

S D Ramsden MBE - Director

18 June 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a wholesale exporter of British consumer goods including food and household products.

DIVIDENDS

The directors recommend that no dividend be paid in the year.

The total distribution of dividends for the year end 31 December 2024 is £Nil.

DIRECTORS

S D Ramsden MBE has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

N R Ramsden - resigned 26 January 2024

D B Ramsden - resigned 26 January 2024

J M Threadgold - appointed 31 July 2024

POLITICAL DONATIONS AND EXPENDITURE

There have been no donations of a political nature made in the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 and then apply them consistently;

-	make judgements 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S D Ramsden MBE - Director

18 June 2025

Opinion

We have audited the financial statements of S D Ramsden & Co Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company 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 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 and 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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 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.

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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Through discussion with management and those charged with governance we gained an understanding of the legal and regulatory framework applicable to the entity and the industry in which it operates, and considered the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud. During the engagement team briefing we communicated the identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, UK GAAP (FRS102), the Companies Act 2006, tax legislations and industry specific legislation such as the UK Customs and Excise Management Act 1979. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We evaluated management's incentives and opportunities for fraudulent manipulations of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates.

Audit procedures undertaken in response to the potential risk relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of:

- enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;

- enquiries with the same concerning any actual or potential litigation claims;

- reviewed risk of management override;

- reviewed journal entries posted with unusual account combinations;

- reviewed accounting estimates for bias;

- performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud;

- agreeing financial statement disclosures to underlying supporting documentation.

The likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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 Report of the Auditors.

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 a Report of the Auditors 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.

Jennifer Toulson FCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

8th Floor, Becket House

36 Old Jewry

London

EC2R 8DD

18 June 2025

TURNOVER

41,513,474

45,058,638

Cost of sales

34,368,639

37,628,895

GROSS PROFIT

7,144,835

7,429,743

Administrative expenses

6,945,040

6,889,456

199,795

540,287

Other operating income

1,272

2,516

OPERATING PROFIT

4

201,067

542,803

Interest receivable and similar income

20,171

21,758

221,238

564,561

Interest payable and similar expenses

5

114,335

142,193

PROFIT BEFORE TAXATION

106,903

422,368

Tax on profit

6

26,278

(48,713

)

PROFIT FOR THE FINANCIAL YEAR

80,625

471,081

Profit attributable to:

Owners of the parent

80,625

471,081

PROFIT FOR THE YEAR

80,625

471,081

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

80,625

Prior year adjustment

(661,102

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(190,021

)

Total comprehensive income attributable to:

Owners of the parent

80,625

(190,021

)

FIXED ASSETS

Intangible assets

8

126,726

90,390

Tangible assets

9

123,638

76,901

Investments

10

-

-

250,364

167,291

CURRENT ASSETS

Stocks

11

25,229

65,672

Debtors

12

9,019,701

10,131,288

Cash at bank and in hand

1,472,695

1,231,938

10,517,625

11,428,898

CREDITORS

Amounts falling due within one year

13

8,605,941

9,114,767

NET CURRENT ASSETS

1,911,684

2,314,131

TOTAL ASSETS LESS CURRENT LIABILITIES

2,162,048

2,481,422

CREDITORS

Amounts falling due after more than one year

14

633,334

1,033,333

NET ASSETS

1,528,714

1,448,089

CAPITAL AND RESERVES

Called up share capital

19

12,002

12,002

Share premium

20

802

802

Retained earnings

20

1,515,910

1,435,285

SHAREHOLDERS' FUNDS

1,528,714

1,448,089

The financial statements were approved by the Board of Directors and authorised for issue on 18 June 2025 and were signed on its behalf by:

S D Ramsden MBE - Director

FIXED ASSETS

Intangible assets

8

126,726

90,390

Tangible assets

9

123,638

76,901

Investments

10

87

87

250,451

167,378

CURRENT ASSETS

Stocks

11

25,229

65,672

Debtors

12

9,546,624

9,880,420

Cash at bank and in hand

893,967

634,645

10,465,820

10,580,737

CREDITORS

Amounts falling due within one year

13

8,572,826

8,275,036

NET CURRENT ASSETS

1,892,994

2,305,701

TOTAL ASSETS LESS CURRENT LIABILITIES

2,143,445

2,473,079

CREDITORS

Amounts falling due after more than one year

14

633,334

1,033,333

NET ASSETS

1,510,111

1,439,746

CAPITAL AND RESERVES

Called up share capital

19

12,002

12,002

Share premium

20

802

802

Retained earnings

20

1,497,307

1,426,942

SHAREHOLDERS' FUNDS

1,510,111

1,439,746

Company's profit for the financial year

70,365

469,216

The financial statements were approved by the Board of Directors and authorised for issue on 18 June 2025 and were signed on its behalf by:

S D Ramsden MBE - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

12,002

1,625,306

802

1,638,110

Prior year adjustment

-

(661,102

)

-

(661,102

)

As restated

12,002

964,204

802

977,008

Changes in equity

Total comprehensive income

-

471,081

-

471,081

Balance at 31 December 2023

12,002

1,435,285

802

1,448,089

Changes in equity

Total comprehensive income

-

80,625

-

80,625

Balance at 31 December 2024

12,002

1,515,910

802

1,528,714

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

12,002

1,618,828

802

1,631,632

Prior year adjustment

-

(661,102

)

-

(661,102

)

As restated

12,002

957,726

802

970,530

Changes in equity

Total comprehensive income

-

469,216

-

469,216

Balance at 31 December 2023

12,002

1,426,942

802

1,439,746

Changes in equity

Total comprehensive income

-

70,365

-

70,365

Balance at 31 December 2024

12,002

1,497,307

802

1,510,111

Cash flows from operating activities

Cash generated from operations

1

1,166,001

1,019,180

Interest paid

(114,335

)

(142,193

)

Tax paid

28,347

31,398

Net cash from operating activities

1,080,013

908,385

Cash flows from investing activities

Purchase of intangible fixed assets

(69,530

)

-

Purchase of tangible fixed assets

(90,549

)

(71,303

)

Interest received

20,171

21,758

Net cash from investing activities

(139,908

)

(49,545

)

Cash flows from financing activities

Loan repayments in year

(400,000

)

(400,000

)

Amount introduced by directors

58,675

-

Amount withdrawn by directors

(20,336

)

(17,862

)

Net cash from financing activities

(361,661

)

(417,862

)

Increase in cash and cash equivalents

578,444

440,978

Cash and cash equivalents at beginning of year

2

(2,251,189

)

(2,692,167

)

Cash and cash equivalents at end of year

2

(1,672,745

)

(2,251,189

)

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Profit before taxation

106,903

422,368

Depreciation charges

76,519

80,358

Finance costs

114,335

142,193

Finance income

(20,171

)

(21,758

)

277,586

623,161

Decrease/(increase) in stocks

40,443

(45,862

)

Decrease in trade and other debtors

1,018,384

694,854

Decrease in trade and other creditors

(170,412

)

(252,973

)

Cash generated from operations

1,166,001

1,019,180

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,472,695

1,231,938

Bank overdrafts

(3,145,440

)

(3,483,127

)

(1,672,745

)

(2,251,189

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,231,938

796,088

Bank overdrafts

(3,483,127

)

(3,488,255

)

(2,251,189

)

(2,692,167

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

1,231,938

240,757

1,472,695

Bank overdrafts

(3,483,127

)

337,687

(3,145,440

)

(2,251,189

)

578,444

(1,672,745

)

Debt

Debts falling due within 1 year

(400,000

)

-

(400,000

)

Debts falling due after 1 year

(1,033,333

)

399,999

(633,334

)

(1,433,333

)

399,999

(1,033,334

)

Total

(3,684,522

)

978,443

(2,706,079

)

1.	STATUTORY INFORMATION

S D Ramsden & Co Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Significant judgements and estimates

In preparing these financial statements the directors have had to make judgements, estimates and assumptions that effect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historic experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities. Actual results may differ from these estimates.

The more significant judgements, estimates and assumptions are:

- Trade debtors

At each reporting date, trade debtors are assessed for recoverability. If there is any evidence of impairment the carrying amount is reduced to its recoverable amount. The impairment loss is recognised immediately in the income statement.

- Useful lives of plant and equipment

Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the company's accounting policy. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives shorten then depreciation charges in the financial statements would increase and carrying amounts of plant and equipment would reduce accordingly.

Turnover

Turnover represents amounts receivable for goods and is the amount derived from ordinary activities, net of VAT and trade discounts.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have passed to the buyer (usually on dispatch of 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.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of ten years.

Website costs are being amortised evenly over their estimated useful life of five years.