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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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ZORO UK LIMITED
COMPANY INFORMATION
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ZORO UK LIMITED
CONTENTS
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ZORO UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report for the year ended 31 December 2024. Zoro UK Limited is an indirect wholly owned subsidiary of W.W. Grainger Inc., an Illinois corporation ("Grainger") and a direct wholly owned subsidiary of Grainger Global Online Business Ltd. ("GGOB").
Zoro UK Limited is an online distributor of industrial and business supplies. Our aim is to use the latest digital tools and technologies to make it easy for our customers to buy everything they need to keep their businesses operational. Our customers include a range of businesses and consumers.
We are focussed on significantly growing our assortment to a diverse range of products used by businesses, from hand tools to office supplies to personal provide protective equipment. Our product range has increased from around 100,000 products in 2017 to over 3,500,000 products in 2024, contributing to increased turnover.
Zoro UK Limited embraces and adopts the latest technology for our website and operations. Developments in 2024 included search engine enhancements and an increase in product recommendations to enable a better user experience on our website. We are also ISO 27001 and 9001 certified, demonstrating our commitment to high quality and information security.
We continue to innovate using the latest technology to offer a marketing-leading digital experience that encourages our customers to grow their business with us, through tailored marketing and online tools that help them find and buy the products they need.
We aim to continue to grow our customer base and our sales, in order to become a profitable business in the next 3-4 years with our parent company’s support.
The principal risks to the business include our dependence on Cromwell as our main supply chain and our financial dependence on our parent company W.W Grainger for cash investment to support our continued sales growth. Our sales growth continues at an aggressive pace year on year.
Arrangements with group Companies The company’s capital comprises full Investment contributions only made by W.W Grainger Inc to support business growth, coupled with a commercial loan from our immediate parent company issued in the year of £3.4m. The validity of the investments is solely reliant on the performance of the company.
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ZORO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The company monitors all its key performance indicators (KPIs) through our monthly operating reviews and sets targets to measure the progress against its strategic objectives. The KPIs for the year were:
Focus on gross margin and a drive towards break even in operating performance remains a key KPI for continued improvement. In 2024 management introduced a new accounting policy to capitalise development labour, this resulted in a net benefit of £490k (2023 - £430k) to the financial statements.
The continuation of the introduction of new products has been the catalyst to the turnover growth of 17.9%, a similar (or better) year on year trajectory is expected in the near-term future. The company continues to invest in Marketing and IT automation but does not expect the same magnitude of expenditure year on year.
This report was approved by the board on 25 September 2025 and signed on its behalf.
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ZORO UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to £8,336,840 (2023 restated - loss £8,367,677).
The Company did not declare a dividend in either the current or the prior year.
The directors who served during the year were:
See Note 22 for details of significant events affecting the Company since the year end.
The Company has no plans to significantly change operations in the future but anticipates continued incremental growth in sales.
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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ZORO UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
This report was approved by the board on
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ZORO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZORO UK LIMITED
We have audited the financial statements of Zoro UK Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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ZORO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZORO UK LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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ZORO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZORO UK 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙We determined that the laws and regulations which are directly relevant to the financial statements are those that relate to the reporting framework FRS 102 and the relevant tax compliance regulations in the
jurisdictions in which the Company operates. We evaluated the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙In addition, there are other significant laws and regulations which may have an effect on the determination of the amounts and disclosures in the financial statements being those laws and regulations relating to occupational health and safety, employment law, data protection, fraud, bribery and corruption. For these laws and regulations, the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through fines or litigation being imposed. As required by the auditing standards, auditing procedures in respect of non-compliance with these identified laws and regulations are limited to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any.
∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with a number of individuals and conducted interviews to understand where they considered there was susceptibility to fraud.
∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations and fraud risks identified in the paragraphs above. In addition to the audit procedures, we remained alert to any indications of non-compliance throughout the audit. The specific audit procedures performed included:
°Reviewed large and unusual bank transactions;
°Identifying and testing journal entries.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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ZORO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZORO UK LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants and Statutory Auditor
3rd Floor, Waverley House
7-12 Noel Street
London
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ZORO UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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ZORO UK LIMITED
REGISTERED NUMBER: 12143828
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 26 form part of these financial statements.
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ZORO UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Zoro UK Limited is a private Company, limited by shares, incorporated in England and Wales, registration number 12143828. The registered office is 10th Floor, 5 Churchill Place, London, E14 5HU.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47,
11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27,
12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of W.W Grainger, Inc. as at 31 December 2024 and these financial statements may be obtained from W.W. Grainger, Inc 100
Grainger Parkway, Lake Forest, IL 60045 - 5201.
W.W. Grainger, Inc., the ultimate parent Company, has agreed to continue to provide financial support to the Company in order for it to continue to operate on a going concern basis for a period of no less than twelve months from the date of signing of these financial statements. As a result the Directors have an expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future.
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a Director in the case of a small Company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
Functional and presentation currency
Transactions and balances
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company participates in the W.W. Grainger, Inc. Long Term Incentive Program. Pursuant to the Plan, employees can receive remuneration in the form of Restricted Stock Units ("RSUs") from W.W. Grainger, Inc. ("Grainger"), the ultimate parent and controlling entity, as set out in Note 23. The Company accounts for share based payments in accordance with FRS 102 s.26, which requires all employee share awards to be expensed in the profit and loss statement with the expense measured at fair value at the date of grant and amortised over the vesting period.
Restricted stock units ("RSU") are stock awards that are granted to employees entitling the holder to shares of common stock as the award vests, typically vest equally over a three-year requisite service period. RSUs are measured at estimated fair value on the number of shares granted and the quoted market price of Grainger common stock at the date of grant.
The estimated fair value of RSUs is amortised over the respective vesting terms and recognised as share-based payment expense. As only two employees participate in the scheme, and these transactions have been accounted for within the parent entity, Managment have assessed the impact as immaterial and do not recognise the expense within the Company financial statements.
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The capitalisation of development costs requires judgement in determining whether the costs meet the criteria for recognition as internally generated intangible assets under applicable accounting standards. This involves distinguishing between research and development phases and assessing the nature of activities undertaken. Impairment of intangible fixed assets Management continually use judgements to ascertain whether there are indicators of impairment of the Company’s tangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the assets and where it is a component of a large cash-generating unit, the viability and expected future performance of that unit. Tangible fixed assets Fixed assets are depreciated over their useful lives taking into account residual value, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual values include consideration of is ues such as future market conditions, the remaining life of the asset and projected disposal values. Deferred tax asset Management is required to assess whether it is appropriate to recognise a deferred tax asset relating to taxable losses available to the Company. The recognition of deferred tax assets is based on upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of losses and other deductions can be deducted. To determine the future taxable profits, reference is made to the latest available forecasts. Therefore, this involves judgement regarding the future financial performance of the Company in which a deferred tax asset has been recognised. The losses available to be offset against future trading profits are £35,214,044. No deferred tax asset has been recognised.
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
To determine the future taxable profits, reference is made to the latest available forecasts. Therefore, this involves judgement regarding the future financial performance of the Company in which a deferred tax asset has been recognised. The losses available to be offset against future trading profits are £35,214,044. No deferred tax asset has been recognised.
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The company has changed its accounting policy for Intangible assets. The previous accounting policy was to expense the labour costs relating to revenue enhancing and cost efficiency initiatives through automation and website development. In the opinion of the directors, the new policy provides reliable information and is more relevant than the policy it replaces. The new accounting policy is to capitalise these labour costs using percentages of the total monthly labour cost. The capitlisation percentage depends on the job role; this is 70% for full time developers, 50% for managerial roles and 0% for helpdesk roles.
The change in accounting policy has been applied retrospectively, and comparative information has been restated accordingly. The impact of the change is as follows:
∙For the year 2022, £451,827 of salary costs were capitalised as additions to intangible assets, with an additional £33,767 of amortisation for the year.
∙For the year 2023, £535,534 of salary costs were capitalised as additions to intangible assets, with an additional £105,775 of amortisation for the year.
The effect of the change is to reduce the retained losses as at 1 January 2023 by £418,060 and reduce the reported losses for 2023 by £429,759.
Periods prior to 1 January 2022 have not been restated as the impact is not considered to be material.
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £
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ZORO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On 16th September 2025, the Company received additional funding amounting to £3,000,000 from its parent company, Grainger Global Online Business LTD (“GGOB”). This funding is in the form of an intercompany loan and is intended to support the Company’s working capital requirements and future growth initiatives.
The Company has an existing loan of £3,400,000 from GGOB that was originally set to mature on December 3, 2025. As part of the new funding arrangement, the terms of the existing loan have been renegotiated. The key modifications to the loan agreement include:
∙The principal loan amount has been increased to £6,400,000.
∙The new maturity date for the loan is December 31, 2026.
The immediate parent Company is
The Directors regard
W.W. Grainger, Inc., is the parent Company of the largest and smallest group of which the Company is a member and for which group accounts are drawn up. Copies of the accounts are available from their Investors Relations department at: W.W. Grainger, Inc 100 Grainger Parkway, Lake Forest, IL 60045 - 5201.
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