Registered number: 02184168
Company information
Contents
Group strategic report
Year ended 30 September 2024
The directors present their strategic report for the year ended 30 September 2024.
The principal activities of the company and its subsidiaries during the year were the manufacture and sale of shower enclosures and bath screens.
The principal activities of the company and its subsidiaries during the year were the manufacture and sale of shower enclosures and bath screens.
The financial period to September 2024 saw a reported turnover decrease of 40% to £23,497,680 (2023: £38,890,815). This was largely due to a reduced period of 12 months vs 18 months for the prior year, although when pro-rated down 2023 to a 12-month comparator of £25,927,210, this represents a turnover decrease of 9%.
This resulted from the market remaining weak with housebuilding the biggest driver, affecting the wider market. Most of the main customer groups reported similar trends across the wider bathroom market. Price competition in the volume channels remained intense, whilst further pressure is placed upon increased speed of delivery. With no significant signs of market lift, key for Roman has been finding ways to onboard major new customers and to explore new channels since the end of the period. The were no material price rises impacting FY24 with rises from early 2023 having negligible YoY revenue impact.
Gross profit was £8,297,631 to September 2024, a decrease of 5% from the pro-rated FY23 comparator of £8,743,554, slightly better vs the equivalent revenue reduction reflecting an improvement in gross margin % from 33.7% to 35.3%.
Further evidence of the challenging trading conditions can be seen in the group’s consolidated results which include reduced revenue from the group’s subsidiary in Asia and the group’s joint venture in Ireland, where revenue overall is down 16% at £883,278 vs a pro-rated 2023 result of £1,048,817.
The loss before tax for the financial year, excluding non-trading exceptional items, was £1,555,296, 10% lower than the reported £1,731,749 for FY23, but when pro-rating down 2023 to a 12-month comparator of £1,155,166, the loss moves to a 35% YoY increase.
Important to note is the decision made to write off 3 balance sheet debtor items totalling £1,268,069 to better reflect the true value of these assets to the company. This is included as an exceptional administrative expense. Post this write off, the operating loss was £2,173,713 vs £1,020,356 for 2023.
This resulted from the market remaining weak with housebuilding the biggest driver, affecting the wider market. Most of the main customer groups reported similar trends across the wider bathroom market. Price competition in the volume channels remained intense, whilst further pressure is placed upon increased speed of delivery. With no significant signs of market lift, key for Roman has been finding ways to onboard major new customers and to explore new channels since the end of the period. The were no material price rises impacting FY24 with rises from early 2023 having negligible YoY revenue impact.
Gross profit was £8,297,631 to September 2024, a decrease of 5% from the pro-rated FY23 comparator of £8,743,554, slightly better vs the equivalent revenue reduction reflecting an improvement in gross margin % from 33.7% to 35.3%.
Further evidence of the challenging trading conditions can be seen in the group’s consolidated results which include reduced revenue from the group’s subsidiary in Asia and the group’s joint venture in Ireland, where revenue overall is down 16% at £883,278 vs a pro-rated 2023 result of £1,048,817.
The loss before tax for the financial year, excluding non-trading exceptional items, was £1,555,296, 10% lower than the reported £1,731,749 for FY23, but when pro-rating down 2023 to a 12-month comparator of £1,155,166, the loss moves to a 35% YoY increase.
Important to note is the decision made to write off 3 balance sheet debtor items totalling £1,268,069 to better reflect the true value of these assets to the company. This is included as an exceptional administrative expense. Post this write off, the operating loss was £2,173,713 vs £1,020,356 for 2023.
1
Group strategic report (continued)
Year ended 30 September 2024
KPI’s continue to be maintained, reviewed, and updated when appropriate. A comparison of financial KPIs have been measured for the 12 months ending September 2024. The deterioration in financial performance can be seen in the below table:
12 months to Pro-rated 12 months 18 months to
30 September 2025 to 30 September 2024 30 September 2024
Revenue £23,497,680 £25,927,210 £38,890,815
Gross Profit £8,297,631 £8,743,554 £13,115,331
Gross Profit % 35.3% 33.7% 33.7%
Although there is a revenue decrease from the pro-rated 12 months for 2023, the improvement in gross profit % gives confidence for FY25 and beyond.
Working capital is a critical and ongoing focus of the business, particularly as trading continues to be challenging and the business loss making.
There has been substantial movement in the net asset/liability position over the 12 months, with net current liabilities increasing £3,079,300 from £1,727,370 in 2023 to £4,806,670 in 2024, primarily driven by the continuing trading losses of the business.
Compounding this is the reduction in current assets of £1,126,259 to £10,540,662 from £11,666,921 in 2023, primarily driven by a reduction in debtors and cash of £911,846.
12 months to Pro-rated 12 months 18 months to
30 September 2025 to 30 September 2024 30 September 2024
Revenue £23,497,680 £25,927,210 £38,890,815
Gross Profit £8,297,631 £8,743,554 £13,115,331
Gross Profit % 35.3% 33.7% 33.7%
Although there is a revenue decrease from the pro-rated 12 months for 2023, the improvement in gross profit % gives confidence for FY25 and beyond.
Working capital is a critical and ongoing focus of the business, particularly as trading continues to be challenging and the business loss making.
There has been substantial movement in the net asset/liability position over the 12 months, with net current liabilities increasing £3,079,300 from £1,727,370 in 2023 to £4,806,670 in 2024, primarily driven by the continuing trading losses of the business.
Compounding this is the reduction in current assets of £1,126,259 to £10,540,662 from £11,666,921 in 2023, primarily driven by a reduction in debtors and cash of £911,846.
Security of supply is a critical risk that the group continues to monitor. The risks are mitigated through dual sourcing of products and constant price comparison exercises to ensure raw material prices from suppliers remain competitive.
The group generally purchases forward currency contracts six months in advance to mitigate the risk of adverse impacts of foreign exchange movements. All contracts that are agreed are not vulnerable to change, all prices are fixed with no options to revert on the agreed contracts.
Credit risk is mitigated by the continued monitoring of customer credit limits in line with suggested limits via third party credit agency searches. The low level of bad debt write offs during this period and previous, provide the directors comfort that credit risk is minimised within the group.
To the date of approval of these financial statements, the group has continued to maintain financial headroom through its funding facilities, however, until such time as actions to return the group to profitability and positive operating cash flows take full effect, the continued availability of those facilities is dependent on the continuing support of the group’s key suppliers and lenders, including through amending certain of the financial covenant requirements that will apply to the loan funding for the forthcoming period.
In this regard, the directors maintain a constructive dialogue with suppliers and lenders and the group’s financial forecasts, which have been sensitised to consider a range of other reasonably possible scenarios, indicate the group will continue to maintain sufficient financial headroom to meet its liabilities as they fall due for at least the next twelve months assuming continued availability of the existing trade terms and funding facilities.
Whilst the directors recognise that this key assumption is subject to some uncertainty, based on their discussions with the lenders, who are aware of recent and forecast performance and have confirmed their willingness to continue to review covenant requirements, they therefore anticipate that the facilities will continue to be made available for the foreseeable future and that the terms of all funding arrangements will be set at levels which recent and forecast trading performance indicate will be achieved.
The group generally purchases forward currency contracts six months in advance to mitigate the risk of adverse impacts of foreign exchange movements. All contracts that are agreed are not vulnerable to change, all prices are fixed with no options to revert on the agreed contracts.
Credit risk is mitigated by the continued monitoring of customer credit limits in line with suggested limits via third party credit agency searches. The low level of bad debt write offs during this period and previous, provide the directors comfort that credit risk is minimised within the group.
To the date of approval of these financial statements, the group has continued to maintain financial headroom through its funding facilities, however, until such time as actions to return the group to profitability and positive operating cash flows take full effect, the continued availability of those facilities is dependent on the continuing support of the group’s key suppliers and lenders, including through amending certain of the financial covenant requirements that will apply to the loan funding for the forthcoming period.
In this regard, the directors maintain a constructive dialogue with suppliers and lenders and the group’s financial forecasts, which have been sensitised to consider a range of other reasonably possible scenarios, indicate the group will continue to maintain sufficient financial headroom to meet its liabilities as they fall due for at least the next twelve months assuming continued availability of the existing trade terms and funding facilities.
Whilst the directors recognise that this key assumption is subject to some uncertainty, based on their discussions with the lenders, who are aware of recent and forecast performance and have confirmed their willingness to continue to review covenant requirements, they therefore anticipate that the facilities will continue to be made available for the foreseeable future and that the terms of all funding arrangements will be set at levels which recent and forecast trading performance indicate will be achieved.
2
Group strategic report (continued)
Year ended 30 September 2024
Accordingly, after due consideration, the directors have a reasonable expectation that the company and its group will maintain sufficient financial resources to continue in operational existence for at least the next twelve months from the date of approval of these financial statements and therefore the financial statements continue to be prepared on a going concern basis.
Recent activity levels and market reports suggests that the construction and bathroom industry showed signs of decline in the latter part of 2024 and during the first quarter of 2025. Key for the market is a boost to new build, the overall housing market to be stimulated, and business and consumer confidence and spending to lift. Internally, a reasonable new business pipeline and the introduction of new customers into the group provides encouragement that activity levels will be reasonable during 2025.
The directors continue to explore opportunities to improve the fundamentals of the business to ensure the company moves forward positively.
Overall, this gives the directors reassurance that all group liquidity requirements will be met as and when they fall due.
The directors continue to explore opportunities to improve the fundamentals of the business to ensure the company moves forward positively.
Overall, this gives the directors reassurance that all group liquidity requirements will be met as and when they fall due.
This report was approved by the board on 19 September 2025 and signed on its behalf by:
3
Directors' report
Year ended 30 September 2024
The directors present their report and the financial statements for the year ended 30 September 2024.
The loss for the year, after taxation and minority interests, amounted to £2,793,985 (2023: loss £1,673,860).
The directors do not recommend the payment of a final dividend (2023: £nil).
The directors who served during the year and up to the date of approving the financial statements were:
The following information, which would otherwise be disclosed in the directors' report is instead disclosed in the strategic report, as permitted by section 414c(11) of the Companies Act 2006.
- future developments; and
- financial risk management objectives and policies.
- future developments; and
- financial risk management objectives and policies.
Subsequent to the year end, one of the shareholders injected £900,000 of additional capital into the business. This injection improved the groups cash position There have been no further significant events affecting the group or the company since the year end.
Pursuant to section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and UNW LLP will therefore continue in office.
4
Directors' report (continued)
Year ended 30 September 2024
This report was approved by the board on 19 September 2025 and signed on its behalf by:
5
Directors' responsibilities statement
Year ended 30 September 2024
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 and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company or 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.
6
Independent auditor's report to the members of Roman Limited
We have audited the financial statements of Roman Limited ('the parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024, which comprise the consolidated profit and loss account, the consolidated statement of comprehensive income, the consolidated and company balance sheets, the consolidated statement of cash flows, the consolidated analysis of net debt, the consolidated and 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).
We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
7
Independent auditor's report to the members of Roman Limited (continued)
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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.
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.
8
Independent auditor's report to the members of Roman Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
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 auditor's report.
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 auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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. However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
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. However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
We obtain and update our understanding of the company, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the company is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
Based on our understanding of the company, we identified that the principal risks of non-compliance with laws and regulations related to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, pension legislation and UK tax legislation. In addition, 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 and litigation. We considered the extent to which non-compliance with laws and regulations might have a material effect on the financial statements and we have assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We also evaluated managements’ incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks related to posting
9
Independent auditor's report to the members of Roman Limited (continued)
inappropriate journal entries to manipulate financial results, management bias in accounting estimates, as well as improper revenue recognition which includes fraudulent posting of journal entries to revenue.
Audit procedures performed by the engagement team included:
• Inquiry of management and those charged with governance regarding actual and potential litigation or claims as well as whether they have knowledge of any actual, suspected or alleged fraud;
• Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
• Reviewing meeting minutes to identify reported frauds and any potential non-compliance with laws and regulations;
• Identifying journal entries based on risk criteria and testing the identified entries to supporting documentation, in particular journal entries with unusual account combinations; and
• Challenging assumptions and judgments made by management in their significant accounting estimates and evaluating whether there was any evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Audit procedures performed by the engagement team included:
• Inquiry of management and those charged with governance regarding actual and potential litigation or claims as well as whether they have knowledge of any actual, suspected or alleged fraud;
• Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
• Reviewing meeting minutes to identify reported frauds and any potential non-compliance with laws and regulations;
• Identifying journal entries based on risk criteria and testing the identified entries to supporting documentation, in particular journal entries with unusual account combinations; and
• Challenging assumptions and judgments made by management in their significant accounting estimates and evaluating whether there was any evidence of bias by the directors that represented a risk of material misstatement due to 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.
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.
for and on behalf of UNW LLP, Statutory Auditor
Chartered Accountants
Newcastle upon Tyne
10
Consolidated profit and loss account
Year ended 30 September 2024
11
Consolidated statement of comprehensive income
Year ended 30 September 2024
12
Consolidated balance sheet
At 30 September 2024
13
Consolidated balance sheet (continued)
At 30 September 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 September 2025.
The notes on pages 22 to 48 form part of these financial statements.
14
Company balance sheet
At 30 September 2024
15
Company balance sheet (continued)
At 30 September 2024
The company has taken the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The loss after tax and total comprehensive income for the parent company in the year was £3,357,717 (2023: £1,671,085).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on19 September 2025 .
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 22 to 48 form part of these financial statements.
16
Consolidated statement of changes in equity
Year ended 30 September 2024
17
Company statement of changes in equity
Year ended 30 September 2024
18
Consolidated statement of cash flows
Year ended 30 September 2024
19
Consolidated statement of cash flows (continued)
Year ended 30 September 2024
20
Consolidated analysis of net debt
Year ended 30 September 2024
21
Notes to the financial statements
Year ended 30 September 2024
Roman Limited ('the company') is a private company limited by shares, incorporated and domiciled in the United Kingdom and registered in England and Wales. The address of the registered office is given in the company information page of this annual report. The nature of the company's and it's groups operations and principal activities are set out in the group strategic report.
These financial statements have been prepared in compliance with the United Kingdom Accounting Standards, including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006.
3.Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all periods presented, unless otherwise stated.
below. These policies have been consistently applied to all periods presented, unless otherwise stated.
These financial statements comprise the consolidated (group) financial statements and the company's separate financial statements. However, as permitted by section 480 of the Companies Act 2006, the separate profit and loss account of the company is not presented.
The financial statements are prepared on a going concern basis and under the historical cost convention, as modified to include land and buildings at deemed cost, investment properties at fair value and recognition of certain financial assets and liabilities at fair value. They are presented in pounds sterling, which is the functional currency of the company, and rounded to the nearest £.
The preparation of financial statements under FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the group and company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.
Reduced disclosure
FRS 102 allows qualifying entity certain disclosure exemptions. The company meets the definition of a qualifying entity in respect of its separate (non-group) financial statements and has taken advantage of the exemptions from preparing a statement of cash flows, associated notes and certain financial instrument disclosures as the equivalent disclosures are provided on a consolidated basis in these financial statements.
The financial statements are prepared on a going concern basis and under the historical cost convention, as modified to include land and buildings at deemed cost, investment properties at fair value and recognition of certain financial assets and liabilities at fair value. They are presented in pounds sterling, which is the functional currency of the company, and rounded to the nearest £.
The preparation of financial statements under FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the group and company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.
Reduced disclosure
FRS 102 allows qualifying entity certain disclosure exemptions. The company meets the definition of a qualifying entity in respect of its separate (non-group) financial statements and has taken advantage of the exemptions from preparing a statement of cash flows, associated notes and certain financial instrument disclosures as the equivalent disclosures are provided on a consolidated basis in these financial statements.
The consolidated financial statements present the results of the company and all of its subsidiary undertakings ('the group') together with the group's share of the results of joint ventures.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which gives it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other ventures under a contractual arrangement are treated as joint ventures. In the group financial statements, joint ventures are accounted for using the equity method.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which gives it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other ventures under a contractual arrangement are treated as joint ventures. In the group financial statements, joint ventures are accounted for using the equity method.
22
Notes to the financial statements
Year ended 30 September 2024
3.Accounting policies (continued)
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 financial statements from the date on which control is obtained and are deconsolidated from the date control ceases.
In the parent company financial statements investments in subsidiaries and joint ventures are stated at cost less impairment.
In the parent company financial statements investments in subsidiaries and joint ventures are stated at cost less impairment.
The group's business activities and review of performance for the year, together with the factors likely to affect its future development, performance and position are set out in the strategic report on pages 1 to 4. The parent company manages the group’s working capital requirements through a bank overdraft together with trade and invoice finance facilities which are subject to annual review, supported by term loans to fund investment in the business, further details of which are provided in notes 18, 19 and 20 to these financial statements.
The group has reported an increased loss this year as a result of 2 broad drivers. Firstly, tougher trading conditions and cost pressures, with a consequential effect on trading performance and cash flows, has resulted in the trading loss of £1,555,296. On top of this, the directors made the decision to impair £1,268,069 of balance sheet value to better reflect the true value of these assets to the group.
To the date of approval of these financial statements the group has continued to maintain financial headroom through its funding facilities. Additionally, £900,000 of working capital was introduced into the business post year end, as additional support.
However, until such time as actions to return the group to profitability and positive operating cash flows take full effect the continued availability of those facilities is dependent on the continuing support of the group’s key suppliers and lenders, including through amending certain of the financial covenant requirements that will apply to the loan funding for the forthcoming period. In this regard, the directors maintain a constructive dialogue with suppliers and lenders and the group’s financial forecasts, which have been sensitised to consider a range of other reasonably possible scenarios, indicate the group will continue to maintain sufficient financial headroom to meet its liabilities as they fall due for at least the next twelve months assuming continued availability of the existing trade terms and funding facilities.
Whilst the directors recognise that this key assumption is subject to some uncertainty, based on their discussions with the lenders, who are aware of recent and forecast performance and have confirmed their willingness to continue to review covenant requirements, they therefore anticipate that the facilities will continue to be made available for the foreseeable future and that the terms of all funding arrangements will be set at levels which recent and forecast trading performance indicate will be achieved.
Accordingly, notwithstanding consolidated net current liabilities of £4,806,670 due within one year, after due consideration the directors have a reasonable expectation that the company and its group will maintain sufficient financial resources to continue in operational existence for at least the next twelve months from the date of approval of these financial statements and therefore the financial statements continue to be prepared on a going concern basis.
The group has reported an increased loss this year as a result of 2 broad drivers. Firstly, tougher trading conditions and cost pressures, with a consequential effect on trading performance and cash flows, has resulted in the trading loss of £1,555,296. On top of this, the directors made the decision to impair £1,268,069 of balance sheet value to better reflect the true value of these assets to the group.
To the date of approval of these financial statements the group has continued to maintain financial headroom through its funding facilities. Additionally, £900,000 of working capital was introduced into the business post year end, as additional support.
However, until such time as actions to return the group to profitability and positive operating cash flows take full effect the continued availability of those facilities is dependent on the continuing support of the group’s key suppliers and lenders, including through amending certain of the financial covenant requirements that will apply to the loan funding for the forthcoming period. In this regard, the directors maintain a constructive dialogue with suppliers and lenders and the group’s financial forecasts, which have been sensitised to consider a range of other reasonably possible scenarios, indicate the group will continue to maintain sufficient financial headroom to meet its liabilities as they fall due for at least the next twelve months assuming continued availability of the existing trade terms and funding facilities.
Whilst the directors recognise that this key assumption is subject to some uncertainty, based on their discussions with the lenders, who are aware of recent and forecast performance and have confirmed their willingness to continue to review covenant requirements, they therefore anticipate that the facilities will continue to be made available for the foreseeable future and that the terms of all funding arrangements will be set at levels which recent and forecast trading performance indicate will be achieved.
Accordingly, notwithstanding consolidated net current liabilities of £4,806,670 due within one year, after due consideration the directors have a reasonable expectation that the company and its group will maintain sufficient financial resources to continue in operational existence for at least the next twelve months from the date of approval of these financial statements and therefore the financial statements continue to be prepared on a going concern basis.
23
Notes to the financial statements
Year ended 30 September 2024
3.Accounting policies (continued)
Turnover
Turnover comprises revenue recognised in respect of the sale of goods and the rendering of services during the year. Such revenue is recognised to the extent it is probable that the economic benefit 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 costs incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from the provision of fitting services is recognised on completion of the service. Payments received from the customers in advance of completion are recorded as deferred income and included within creditors until such time as the revenue can be recognised.
Government grant income
Government grants are recognised on the accruals basis. Grants relating to assets are recognised in the profit and loss account over the expected useful life of the asset. Other grants are recognised in the profit and loss account over the period in which the related costs are incurred. Grant monies received but deferred to future periods are included on the balance sheet within deferred income.
Interest income
Revenue is recognised as interest accrues using the effective interest method.
Dividend income
Dividend income is recognised when the right to receive payment is established.
Turnover comprises revenue recognised in respect of the sale of goods and the rendering of services during the year. Such revenue is recognised to the extent it is probable that the economic benefit 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 costs incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from the provision of fitting services is recognised on completion of the service. Payments received from the customers in advance of completion are recorded as deferred income and included within creditors until such time as the revenue can be recognised.
Government grant income
Government grants are recognised on the accruals basis. Grants relating to assets are recognised in the profit and loss account over the expected useful life of the asset. Other grants are recognised in the profit and loss account over the period in which the related costs are incurred. Grant monies received but deferred to future periods are included on the balance sheet within deferred income.
Interest income
Revenue is recognised as interest accrues using the effective interest method.
Dividend income
Dividend income is recognised when the right to receive payment is established.
24
Notes to the financial statements
Year ended 30 September 2024
3.Accounting policies (continued)
Short term benefits
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.
Defined benefit contribution 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 the profit and loss account 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.
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.
Defined benefit contribution 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 the profit and loss account 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.
The company's functional currency is the pound sterling.
Transaction and balances
Transactions in foreign currencies are translated into sterling using periodic averages that approximate to the spot exchange rates at the dates of the transactions. At each period end, foreign currency monetary assets and liabilities are translated using the closing rate. Foreign exchange gains and losses resulting from the settlement of transactions and from the period-end retranslation are recognised in the profit and loss account.
Translation
The trading results of group undertakings and joint ventures are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings are translated at the exchange rates ruling at the year end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits and losses at average rates are recognised in 'other comprehensive income' and allocated to non controlling interests as appropriate.
Transaction and balances
Transactions in foreign currencies are translated into sterling using periodic averages that approximate to the spot exchange rates at the dates of the transactions. At each period end, foreign currency monetary assets and liabilities are translated using the closing rate. Foreign exchange gains and losses resulting from the settlement of transactions and from the period-end retranslation are recognised in the profit and loss account.
Translation
The trading results of group undertakings and joint ventures are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings are translated at the exchange rates ruling at the year end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits and losses at average rates are recognised in 'other comprehensive income' and allocated to non controlling interests as appropriate.
Development costs are capitalised within intangible assets where they can be identified with a specific product anticipated to produce future benefits, and are amortised on a straight line basis over the anticipated life of the benefits arising from the completed product or project.
Other research and development expenditure is written off in the year in which it is incurred.
Other research and development expenditure is written off in the year in which it is incurred.
Finance costs are charged to the profit and loss account over the term of the related debt instrument using the effective interest method so that the amount charges is at a constant rate on the carrying amount of the instrument. Issue costs are initially recognised as a reduction in the proceeds of the related financial instrument and recognised through the profit and loss account, using the effective interest method, during the period of maturity.
25
Notes to the financial statements
Year ended 30 September 2024
3.Accounting policies (continued)
The taxation expense for the period comprises current and deferred tax and is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax expense is also recognised in other comprehensive income or directly in equity, respectively.
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the period end.
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and results as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probably that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of timing differences.
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the period end.
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and results as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probably that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of timing differences.
Purchased goodwill (representing the excess for the fair value of the consideration given over the fair value of the separable net assets acquired) arising on business combinations is capitalised. Positive goodwill is amortised to nil by equal annual instalments over its estimated useful life.
Intangible fixed assets purchased separately from a business are stated at cost less accumulated amortisation and impairment losses.
Goodwill and intangible assets are reviewed for impairment as and when necessary if circumstances emerge that indicate their carrying value may not be recoverable. Any impairment charge is recognised in the profit and loss account.
Amortisation is provided to write off the cost of intangible assets by equal installments over their estimated useful economic lives as follows:
Patents and trademarks - 5% per annum straight line
Development expenditure - 5% per annum straight line
Intangible fixed assets purchased separately from a business are stated at cost less accumulated amortisation and impairment losses.
Goodwill and intangible assets are reviewed for impairment as and when necessary if circumstances emerge that indicate their carrying value may not be recoverable. Any impairment charge is recognised in the profit and loss account.
Amortisation is provided to write off the cost of intangible assets by equal installments over their estimated useful economic lives as follows:
Patents and trademarks - 5% per annum straight line
Development expenditure - 5% per annum straight line
26
Notes to the financial statements
Year ended 30 September 2024
3.Accounting policies (continued)
Tangible fixed assets are stated at cost (or deemed cost for land and buildings held at valuation at the date of transition to FRS 102), less accumulated depreciation and accumulated impairment losses.
Depreciation is not charged on freehold land or assets under construction. Depreciation on other tangible fixed assets is provided at rates calculated to write off the cost of those assets, less their estimated residual value, over their expected useful lives on the following bases:
Freehold property - 2%-20% per annum straight line
Plant and machinery - 20%-50% per annum straight line
Fixtures, fittings - 15%-50% per annum straight line
tools and equipment
Moulds and patterns - 20%-50% per annum straight line
Motor vehicles - 20%-33% per annum straight line
Asset residual values and useful lives are reviewed at the end of each reporting period, and adjusted if appropriate. The effect of any change is accounted for prospectively.
Depreciation is not charged on freehold land or assets under construction. Depreciation on other tangible fixed assets is provided at rates calculated to write off the cost of those assets, less their estimated residual value, over their expected useful lives on the following bases:
Freehold property - 2%-20% per annum straight line
Plant and machinery - 20%-50% per annum straight line
Fixtures, fittings - 15%-50% per annum straight line
tools and equipment
Moulds and patterns - 20%-50% per annum straight line
Motor vehicles - 20%-33% per annum straight line
Asset residual values and useful lives are reviewed at the end of each reporting period, and adjusted if appropriate. The effect of any change is accounted for prospectively.
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stocks are recognised as an expense in the period in which the related revenue is recognised.
Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes, duties, transportation and handling costs directly attributable to bringing the stocks to their present location and condition. The cost of manufactured goods and work in progress includes materials, direct labour and attributable manufacturing overheads based on normal levels of activity.
At the end of each reporting period stocks are assessed for impairment. Impaired items are written down to their estimated selling price, less costs to complete and sell, and the impairment charge is recognised in the profit and loss account.
Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes, duties, transportation and handling costs directly attributable to bringing the stocks to their present location and condition. The cost of manufactured goods and work in progress includes materials, direct labour and attributable manufacturing overheads based on normal levels of activity.
At the end of each reporting period stocks are assessed for impairment. Impaired items are written down to their estimated selling price, less costs to complete and sell, and the impairment charge is recognised in the profit and loss account.
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.
Bank overdrafts, when applicable, are shown within borrowings in current liabilities and, 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.
Bank overdrafts, when applicable, are shown within borrowings in current liabilities and, 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.
Assets acquired under hire purchase arrangements and finance leases, where substantially all of the risks and rewards of ownership transfer to the lessee, are capitalised and the outstanding future lease obligations are shown in creditors.
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Operating lease rentals are charged to the profit and loss account on a straight line basis over the period of the lease.
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Operating lease rentals are charged to the profit and loss account on a straight line basis over the period of the lease.
27
Notes to the financial statements
Year ended 30 September 2024
3.Accounting policies (continued)
Basic debt financial assets and liabilities
Debt financial assets and liabilities, including trade, intercompany and other accounts receivable and payable are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, in which case the transaction is measured at the present value of the future receipts discounted at a market rate of interest. All debt financial assets and liabilities are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period, debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account.
Derivative financial instruments
Derivative financial instruments, comprising forward currency contracts are initially recognised at fair value at the date the contract is entered into and are subsequently remeasured to their fair value at each reporting date. Changes in fair value are recognised in the profit and loss account within interest receivable or payable.
The group does not currently apply hedge accounting for its forward and currency swap contracts.
Share warrants
The issue of share warrants is recognised at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. Any transaction costs incurred are deducted from equity, net of any related income tax benefit. Increases in equity arising on the issue of shares is presented in the balance sheets.
Debt financial assets and liabilities, including trade, intercompany and other accounts receivable and payable are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, in which case the transaction is measured at the present value of the future receipts discounted at a market rate of interest. All debt financial assets and liabilities are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period, debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account.
Derivative financial instruments
Derivative financial instruments, comprising forward currency contracts are initially recognised at fair value at the date the contract is entered into and are subsequently remeasured to their fair value at each reporting date. Changes in fair value are recognised in the profit and loss account within interest receivable or payable.
The group does not currently apply hedge accounting for its forward and currency swap contracts.
Share warrants
The issue of share warrants is recognised at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. Any transaction costs incurred are deducted from equity, net of any related income tax benefit. Increases in equity arising on the issue of shares is presented in the balance sheets.
Provisions are recognised when the group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.
Provisions are charged as an expense to the profit and loss account in the period in which the group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the present value of the expenditure required settle the obligation, taking in to account the relevant risks and uncertainties.
Provisions for losses in respect of joint ventures are recognised to the extent that the group has a contractual or constructive obligation to fund losses in excess of the cost of investment.
Provisions are charged as an expense to the profit and loss account in the period in which the group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the present value of the expenditure required settle the obligation, taking in to account the relevant risks and uncertainties.
Provisions for losses in respect of joint ventures are recognised to the extent that the group has a contractual or constructive obligation to fund losses in excess of the cost of investment.
28
Notes to the financial statements
Year ended 30 September 2024
Significant judgments in applying the entity's accounting policies
In preparing these financial statements, the directors do not consider there to be any significant judgments that were required in the process of applying the group's accounting policies.
Key sources of estimation uncertainty
Customer rebates
Due to the nature of the business the group pays rebates to customers which are dependent on a number of factors, such as the number of units sold. The cost of rebates is recognised as and when the units, for which the rebates relate, are sold. Different rates of rebates may be paid when customers achieve a certain level of sales and therefore the accrual for rebates at the year end is judgmental and based on the directors' best estimate of each customer's entitlement. Any subsequent adjustments are recognised when identified.
Carrying value of amounts owed by group undertakings
As disclosed in note 17, the company has amounts owed by fellow group undertakings for which judgment is required in assessing whether any impairment of amounts receivable is required. The amounts owed are due from the parent company's subsidiary undertakings and, having regard for their expected future financial performance on which their conclusion depends, the directors have fully provided against amounts owing from group undertakings at the balance sheet date. These impairments reverse for the purposes of the consolidated accounts.
Useful lives of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful lives and the residual values of the assets, which are re-assessed annually and amended where necessary to reflect current estimates. See note 14 for the carrying amount of fixed assets and note 3.11 for the useful lives of each class of asset.
Impairment of stock
The group designs, manufactures and sells shower enclosures and is subject to changing consumer demands and trends. As a result it is necessary to consider the recoverability of the cost of stock and any associated provisioning required. Stock is provided against if it is not expected to be sold at a profit. Items are considered to be slow moving if the stock has not been issued in the previous 12 months and has not been purchased for known or anticipated future requirements. See note 16 for the net carrying amount of the inventory and associated provision.
Impairment of debtors
The group makes an estimate of the recoverable value of trade and other debtors (including loans receivable); management considers factors including the current credit rating of the debtor, the ageing profile and historical experience. See note 17 for the carrying amount of the debtors and associated impairment provision.
29
Notes to the financial statements
Year ended 30 September 2024
The whole of the turnover is attributable to the principal activities of the group.
Analysis of turnover by country of destination:
30
Notes to the financial statements
Year ended 30 September 2024
31
Notes to the financial statements
Year ended 30 September 2024
32
Notes to the financial statements
Year ended 30 September 2024
33
Notes to the financial statements
Year ended 30 September 2024
11.Tax on loss (continued)
There are no factors which are expected to significantly affect future tax charges.
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34
Notes to the financial statements
Year ended 30 September 2024
13.Intangible assets (continued)
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35
Notes to the financial statements
Year ended 30 September 2024
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36
Notes to the financial statements
Year ended 30 September 2024
14.Tangible fixed assets (continued)
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37
Notes to the financial statements
Year ended 30 September 2024
14.Tangible fixed assets (continued)
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Included in the net book value for land and buildings is £261,555 (2023: £261,555) in respect of freehold land, which is not depreciated. The remaining net book value relates to freehold buildings.
38
Notes to the financial statements
Year ended 30 September 2024
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39
Notes to the financial statements
Year ended 30 September 2024
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40
Notes to the financial statements
Year ended 30 September 2024
41
Notes to the financial statements
Year ended 30 September 2024
42
Notes to the financial statements
Year ended 30 September 2024
The maturity of bank and other loans, which are repayable by monthly instalments, is as follows:
43
Notes to the financial statements
Year ended 30 September 2024
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44
Notes to the financial statements
Year ended 30 September 2024
23.Deferred taxation (continued)
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45
Notes to the financial statements
Year ended 30 September 2024
Revaluation reserve
The gain arising at transition, net of the associated deferred tax provision, has been transferred to this separate reserve. Excess depreciation, net of movements in the associated deferred tax provision, are transferred to/from the revaluation reserve and the profit and loss reserve in the statement of changes in equity.
Profit and loss account
At 30 September 2024, a contingent liability existed in respect of a HM Customs and Excise Bond to the value of £120,000 (2023: £120,000).
The group operates a defined contribution 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 £220,876 (2023: £332,678). Contributions totalling £31,066 (2023: £31,320) were payable to the fund at the balance sheet date and are included in creditors.
46
Notes to the financial statements
Year ended 30 September 2024
47
Notes to the financial statements
Year ended 30 September 2024
30.Related party transactions (continued)
Subsequent to the year end, one of the shareholders injected £900,000 of additional capital into the business. This injection improved the groups cash position There have been no further significant events affecting the group or the company since the year end.
The company was controlled by G C Osborne and family members throughout the current year and previous period.
48