The directors present the strategic report for the year ended 31 December 2024.
The business continues to operate primarily in the UK as a supplier and distributor to the high street, pharmacy and grocery multiple retail chains. Whilst providing customers with products to be sold under their own label, management are also developing a suite of tertiary and challenger brands in support of both its retail (complimentary to the retailers’ own brand range) and non-retail (Away From Home) business, which can be sold through additional channels such as Amazon (online), healthcare, education and local government.
The business continues to enjoy strong outsourced relationships with a number of strategic and exclusive vendor partnerships. Outsourced partners continue to maintain good governance, oversight and compliance in respect of product quality, SMETA, BRC, ISO13485, service / delivery performance including local and international regulatory and compliance standards. This is evidenced in the form of strong audit results and compliance standards across the supply chain. The business also continues to be recognised as a market leader in sustainability and ethical practices.
As we entered 2024, a combination of falling freight costs, customer cost price increases, stabilising FX rates and an increase in non-retail business opportunities had seen a recovery in gross margins from mid-2023 onwards. Unfortunately, these benefits were short-lived, as attacks on shipping through the Red Sea led to traffic being diverted around the Cape of Good Hope. This added several weeks onto shipping times (and therefore increased the amount of working capital tied up in stock on the water). In addition, freight costs rapidly escalated from less than $2,000 per container in late 2023 to over $10,000 by mid-2024. Whilst a proportion of those costs could be passed onto end customers, the majority had to be borne by the business, negatively impacting our operating profit by over £1 million across the year. Despite these additional freight costs, our gross margin percentage continues to grow year on year, reflecting the underlying operational and commercial strength of the business.
Freight rates have stabilised in recent months and we would hope that they will fall further upon the Red Sea re-opening or as things stabilise on the Cape of Good Hope shipping route. Uncertainty does still remain, driven by wars in Ukraine and the Middle East, fluctuating US tariffs and demand spikes. We have however put in place longer term agreements to give us certainty around freight rates, although force majeure events would still impact adversely on costs.
A key focus for the business remains inventory management in order to balance the competing elements of demand, working capital and service. This is particularly important given the great number of opportunities currently available to the business in both retail and non-retail markets. Management will need to balance pursuing such opportunities, alongside effective working capital management.
The group uses various financial instruments including loans, invoice finance arrangements, finance lease/ hire purchase contracts and various other mainstream items, such as debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations.
The existence of these financial instruments exposes the company to a number of financial risks which are described in more detail below. The directors review and agree policies for managing these risks. These policies have remained unchanged from previous years.
Currency risk
The business trades with overseas suppliers in Europe and China with currency and FX volatility being managed through FX agreements, financial instruments and supply contracts. Such agreements protect the business from uncertainty and short-term fluctuations in the FX market, which is predominantly impacted by global market hedging and speculation. The business does not actively speculate on market activity, rather it takes a conservative and prudent approach when managing FX instruments to achieve an annual budget rate.
Management currently has a blend of FX instruments in place which run through to the end of 2025 and into 2026 to protect the standard cost from market volatility. This allows management to forward buy the amount of currency required to pay suppliers, rather than anticipating having a significant excess to sell in the market.
Naturally this is beneficial to the financial and operational running of the business and allows us to enter tenders with greater clarity around cost of goods.
Economic risk
The underlying economic risks remain broadly unchanged and not specific to the business, although management have put measures in place to otherwise mitigate and manage each challenge. Namely:
1) FX volatility
2) Further macro geopolitical and economic crisis
3) Continued deflationary pressure within the UK Retail environment
4) Changing UK government
5) Increasing costs of regulatory and compliance; people and structure.
Interest, liquidity and credit risk
Interest rates remain somewhat transitory, which provides an element of low level financial risk when considering the cost of borrowing and banking facilities. Given the number of opportunities available to the business we are prioritising those that offer strong margins and have long-term strategic value.
Management believe that the quality of our blue-chip customer base provides us with relatively low bad debt risk and with our diversification (non-retail) strategy these risks are further diluted. There are few if any bad debt risks.
The group reviews and monitors its performance against a number of key performance indicators both financial and non-financial.
The directors have and will continue to monitor all of the KPI’s and daily operating controls and maintain a strong focus on increasing performance in all aspects of the business.
Our key financial metrics are as follows:
Profit contribution. Whilst focusing on gross profit margin we also review each tender and new opportunity after accounting for overhead allocation, the cost of finance and its overall cash contribution. This enables us to prioritise new opportunities given the large number that are available as we enter new sectors and launch new products;
Stock turnover. We aim to keep stock turnover at c.4.5 times, which is currently being achieved. Most of our contracts require us to meet availability targets, which have to be balanced with keeping stock levels and working capital at optimum levels. We have continued to diversify our supply base, including new suppliers in Turkey and Eastern Europe. This has a number of advantages – varied lead times, lower costs and protection against the impact of global events;
Debtor days. This is a key focus for the finance team and our over 90-day debt remains at low levels;
In non-financial areas we focus on (CPMU) complaints per million units and internal and external audit scores. All metrics remain very strong with CPMU remaining in mid-single digits. Such results show management’s commitment to quality compliance, assurance and right first time. The business remains very strong in the areas of Ethical and Social compliance, BRC, ISO13585 and a number of other standards.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The focus remains on diversification and management have already developed a number of important partnerships in the new ‘Away From home’ (in non retail channels) in sectors such as education, healthcare and local government and sales continue to grow. We are developing our own suite of challenger brands and targeted IP with patented products, whilst developing new supply partnerships in different geographies to protect supply risk with new products and important value engineering initiatives enhancing margins.
Our own brand proportion of medical sales has reached 15% and continues to grow; with strategies to replicate this level of contribution in the absorbent category a work in progress. Management continues to strengthen both the security and protection within the end to end supply chain through various legal and supply mechanisms as new vendors are onboarded.
Remaining a leader in sustainability (market direction) and sustainable products is also a key feature of management objectives. The company is accredited carbon neutral status. Management see ESG as an important contributor to business success and have therefore developed strong plans to further accelerate our leading position in this area. New technologies are also being explored and the group is generally recognised as a leader in product development and innovation.
No further investment in infrastructure is expected / required to support the growth of the business in the short to medium term.
The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Toiletry Sales Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for 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 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the company's license to operate. We identified the following areas as those most likely to have such an effect: laws related to health and safety, employment and data protection.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:
Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud
Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud
Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2023 - £0 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Toiletry Sales Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Crigglestone Industrial Estate, High Street, Crigglestone, Wakefield, West Yorkshire, WF4 3HT.
The group consists of Toiletry Sales Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Toiletry Sales Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. This is based on the continued financial support by fellow group companies.
At the balance sheet date, the group has net current liabilities of £1,677,638 (2023: £2,800,853) primarily due to loan notes and accrued interest payable to former shareholders. These liabilities total £2,205,375 (2023: £2,119,782) as included in creditors: amounts falling due within one year. It should be noted that although this is the technical correct aging presentation, actual repayments may not align to this. For instance, the loan note instrument debt and associated accrued income, although presented 'on demand' is only payable with specific terms, in accordance with conditions set out in a tri party agreement.
Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
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.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Freehold land and buildings is not depreciated on the basis that its carrying value reflects its residual value.
Land and building comprise freehold properties occupied by the group. The directors consider that the freehold properties are maintained in such a state of repair that their residual value is at least equal to their carrying value. Accordingly no deprecation is charged on the grounds of immateriality. Annual impairment reviews are undertaken and provisions made at the end each reporting where necessary.
Revaluation gains and losses are recognised in the statement of 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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, 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.
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.
Properties are valued periodically using the yield methodology. This uses market rental value capitalised at a market yield rate. There is an inevitable degree of judgement involved in that each property is unique and value can ultimately only be reliably tested in the market itself. The directors use professional valuations to assist in their assessment which are undertaken on an existing use basis.
At the balance sheet date, the net book value of freehold land and buildings was £4,774,485 (2023: £4,774,485 ). Refer to note 12.
A prior year adjustment has been made to correct historic fixed asset disposals in respect to 2023. This prior year adjustment is only presentational within the tangible fixed assets note. The prior year adjustment has increased both historic cost brought forward and accumulated depreciation brought forward both by £695,350. Therefore, there is no impact on the overall tangible fixed assets value on the balance sheet, nor is there any impact on previously stated profit.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023: 4).
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
Deferred tax has been recognised at a rate of 25%. In October 2022, the government announced an increase in the corporation tax main rate from 19% to 25% for companies with profit over £250,000. There is a small company rate of 19% for taxable profits under £50,000 and marginal relief available for profits falling between £50,000 - £250,000 with effect from 1 April 2023.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Land and buildings were re-valued by professional valuer Malcolm Stuart property consultants on 20th November 2022 to a fair value of £4,774,485. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The directors are of the view that this valuation continues to represent the fair value of the properties at the balance sheet date.
The historical cost of the land was £500,000 (2023: £500,000).
The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
At the year end, foreign currency derivatives were valued at £174,004 (2023: £843,943) using the closing spot rate, this amount is included in other creditors.
Bank loans and overdrafts are secured.
Other creditors includes £2,289,874 (2023: £1,975,002) in relation to an invoice discounting facility, which is secured against the respective trade debtor balances.
Obligations under hire purchase agreements are secured upon the assets to which they relate.
Bank loans are secured.
Obligations under hire purchase agreements are secured upon the assets to which they relate.
The bank loan and overdrafts are secured by a legal charge and debenture over the group's assets.
The bank loan was drawn down in July 2019 and becomes repayable on the second anniversary following the date of drawdown, via quarterly repayments over a period of 5 years. Interest on the loan is payable at LIBOR plus 2.45% per annum.
During the year this loan matured and was subsequently replaced by another loan, drawn down in July 2024. This new loan is repayable on the second anniversary following the date of drawdown, via quarterly repayments over a period of 5 years. Interest on this new loan is payable at LIBOR plus 2.7% per annum.
Other loans relate to fixed rate, unsecured loan notes, payable to former company shareholders. Interest is payable on the outstanding balance at a rate of 4% per annum. Repayment terms are subject to the loan note instrument and intercreditor deed, both dated 9 July 2019.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is the net of various tax relief timing differences. Accelerated capital allowances are expected to mature over the associated fixed assets useful economic life. Tax losses carried forward will be utilised against future profits. Future capital gains tax payable on a revalued property and timing of tax relief on provisions are also recognised. Pension contributions will attract tax relief in the year paid.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
As at the year-end, contributions due to the schemes in respect of the current reporting year were £20,700 (2023: £19,287).
All shares rank pari passu in terms of dividends and voting rights.
The Ordinary shares of £1 each rank behind the A share of £1 each as to return of capital, including on winding up.
The Ordinary shares of £1 each are not liable to be redeemed. The A share of £1 each is liable to be redeemed at the option of the company by notice to the A shareholder, provided that there are no other loan notes outstanding.
On 26 September 2019, 31,110 Ordinary £1 shares share options were granted under an EMI share option to 4 group employees/ directors.
On 1 December 2022, a further 13,110 Ordinary £1 shares share options were granted under an EMI share option to 2 group employees/ directors.
The market value of these shares at the date of grant has been agreed by HM Revenue and Customs at £1 per share.
The following share options have lapsed:
14,430 lapsed on 30 September 2020
4,880 lapsed on 1 October 2022
6,555 lapsed on 12 November 2022
5,250 lapsed on 31 December 2022
6,482 lapsed on 1 December 2024
As at the year end, none of the EMI share options had been exercised. The holder of the EMI share options can exercise the share options the earlier of a share sale or the loan note redemption date. The EMI share options lapse if the employee leaves employment.
Post year end, a further 20,335 EMI share options have been granted to 4 group employees/ directors. The market value of these shares at the date of grant has been agreed by HM Revenue and Customs at £1 per share.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Advances or credits have been granted by the group to its directors as follows: