Perrin & Partners Ltd - Limited company accounts 25.1

REGISTERED NUMBER: 12547841 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

Perrin & Partners Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mr R D Hill-Smith

Mr A Hill-Smith

Mr C P Schutzer-Weissmann

REGISTERED OFFICE:

17 Doneraile Street

London

SW6 6EL

REGISTERED NUMBER:

12547841 (England and Wales)

AUDITORS:

Sutton McGrath Hartley

5 Westbrook Court

Sharrowvale Road

Sheffield

South Yorkshire

S11 8YZ

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

This report outlines Perrin & Partners Ltd's performance, financial position, and principal risks for the year ended 31 December 2025. It is intended to help shareholders assess how the directors have fulfilled their duty under section 172 of the Companies Act 2006 to promote the long-term success of the company for the benefit of its members.

Perrin & Partners Ltd is an operating company focused on acquiring and growing small to mid-sized businesses across the UK.

The group aims to build it's reputation as a reliable partner to small business sellers, and business brokers in the UK.

REVIEW OF BUSINESS

Revenue grew by 89% to £10.0m (2023: £5.3m), driven primarily by the acquisitions of Bright Affect Ltd and Trade Events Ltd, as well as the annualisation of our ownership of businesses acquired in 2023, and a longer accounting period.

Operating profit increased to £966k (2023: £739k), while profit before tax rose to £978k (2023: £753k). Net profit attritutable to the remained broadly stable at £433k (2023: £447k), this was flat because of higher amortisation of goodwill and because of tax accruals, despite a longer accounting period.

Adjusted Return on average Equity was 16% (2023: 22%). This return on equity was achieved without use of debt, and with cash reserves throughout the year.

Adjusted Return on Equity is calculated by removing the effect of the amortisation of goodwill from the profit after tax figure, and by adjusting the equity to add back accumulated amortisation of goodwill. Equity is calculated using the equity at the beginning of the year, adding on 3/12ths of the additional equity raised in 2024 at the end of August 2024. Under FRS 102, we are required to amortise goodwill over a maximum of ten years, in contrast to IFRS where no annual amortisation is required. The 2023 figure of 22% is taken from Management Accounts for the comparative 12 month period of 2023 to give a better comparison to 2024, the 2023 figure was done using with the equity denominator using average adjusted equity, not opening adjusted equity.

The Group closed the year with £1.3m in cash and £445k in long-term creditors. Shareholders' equity rose to £5.72m (2023: £4.55m).

Financial KPIs

KPI

2024

2023

Commentary

Revenue

£10.0m

£5.3m

Growth from acquisitions

Operating Profit

£966k

£739k

Improved scale offset by

integration costs

Net cash from operating

activities

£1.7m

£1.8m

Healthy cash conversion

Capital Raised

£715k

£1.5m

To support acquisitions

Cash Reserves (Year-End)

£1.3m

£1.7m

Reflects acquisition activity

Acquisition Activity

The Group completed two acquisitions in 2024.

Capital and Liquidity Management

Equity capital was raised in 2023 (£1.5m) and 2024 (£715k) to fund acquisitions. The Group retains a strong liquidity position with £1.3m in cash and modest long-term liabilities.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group's growth strategy presents a number of key risks:

Operating Risk

We operate in seven different sectors, and face a variety of competitors and demand dynamics. We may experience declining market demand in our industries, and, or, competitors taking market share from us, or operational problems impacting our performance.

Macroeconomic Conditions

Economic volatility may affect demand and profitability.

Key Personnel

Retention of leadership, especially post-acquisition, is critical. Succession planning and incentive structures support continuity.

These risks are monitored regularly and addressed through diligent planning and financial prudence.

Outlook

2025 is expected to be profitable, and continued growth is expected.

SECTION 172(1) STATEMENT

The directors have considered the long-term impact of decisions, the interests of stakeholders, and the need to act fairly between members. These factors continue to guide our investment, governance, and operating decisions.

ON BEHALF OF THE BOARD:

Mr R D Hill-Smith - Director

23 September 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr R D Hill-Smith

Mr A Hill-Smith

Mr C P Schutzer-Weissmann

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

Mr R D Hill-Smith - Director

23 September 2025

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

In this approach, laws and regulations applicable to the entity, such as the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 102, the relevant tax compliance regulations within the UK, employment law, and Health and Safety law is considered, and the policies and controls the entity has in place to comply with these laws are reviewed, by discussion, reviews of correspondence and registrations monitored by external bodies. The engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Policies and controls relating to the risk of material misstatement as a result of fraud, management override of controls, and revenue recognitions are also considered. These are assessed by obtaining an understanding of the company's operations and control environment. The policies and controls have been reviewed by discussion, review and sample testing of accounting entries, including journals, challenging assumptions and judgements, reviewing and evaluating related parties transactions, and wider background searches. Testing of income recognition, cut off, carrying value of assets and consolidation is also completed.

We have ensured that the engagement team have appropriate levels of competence and experience to effectively monitor these risks and carry out work relevant to our assessment of each risk, including consideration of the industry the company operates in and its size and complexity.complexity.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Other matters which we are required to address

The comparative figures have not been audited as the audit exemption was taken. As far as we are aware, there is no material misstatement in those figures.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

James Salim FCCA (Senior Statutory Auditor)

for and on behalf of Sutton McGrath Hartley

5 Westbrook Court

Sharrowvale Road

Sheffield

South Yorkshire

S11 8YZ

26 September 2025

TURNOVER

3

10,011,991

5,256,551

Cost of sales

5,473,851

2,823,742

GROSS PROFIT

4,538,140

2,432,809

Distribution costs

379,000

193,665

Administrative expenses

3,202,317

1,502,460

3,581,317

1,696,125

956,823

736,684

Other operating income

9,125

2,482

OPERATING PROFIT

5

965,948

739,166

Interest receivable and similar income

12,037

14,123

977,985

753,289

Interest payable and similar expenses

6

64

-

PROFIT BEFORE TAXATION

977,921

753,289

Tax on profit

7

289,718

196,254

PROFIT FOR THE FINANCIAL YEAR

688,203

557,035

Profit attributable to:

Owners of the parent

455,554

447,381

Non-controlling interests

232,649

109,654

688,203

557,035

PROFIT FOR THE YEAR

688,203

557,035

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE

YEAR

688,203

557,035

Total comprehensive income attributable to:

Owners of the parent

455,554

447,382

Non-controlling interests

232,649

109,653

688,203

557,035

FIXED ASSETS

Intangible assets

9

4,914,262

2,941,132

Tangible assets

10

155,954

123,820

Investments

11

-

5,070,216

3,064,952

CURRENT ASSETS

Stocks

12

883,950

992,744

Debtors

13

1,450,015

916,824

Cash at bank

1,295,388

1,256,756

3,629,353

3,166,324

CREDITORS

Amounts falling due within one year

14

2,341,945

1,555,592

NET CURRENT ASSETS

1,287,408

1,610,732

TOTAL ASSETS LESS CURRENT LIABILITIES

6,357,624

4,675,684

CREDITORS

Amounts falling due after more than one year

15

(445,455

)

-

PROVISIONS FOR LIABILITIES

18

(12,712

)

(17,438

)

NET ASSETS

5,899,457

4,658,246

CAPITAL AND RESERVES

Called up share capital

19

931,575

853,175

Share premium

3,922,203

3,285,595

Retained earnings

864,726

409,172

SHAREHOLDERS' FUNDS

5,718,504

4,547,942

NON-CONTROLLING INTERESTS

20

180,953

110,304

TOTAL EQUITY

5,899,457

4,658,246

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

Mr R D Hill-Smith - Director

FIXED ASSETS

Intangible assets

9

-

Tangible assets

10

-

Investments

11

6,398,703

4,901,544

6,398,703

4,901,544

CURRENT ASSETS

Debtors

13

645,793

78,959

Cash at bank

477

148,312

646,270

227,271

CREDITORS

Amounts falling due within one year

14

108,848

447,314

NET CURRENT ASSETS/(LIABILITIES)

537,422

(220,043

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,936,125

4,681,501

CAPITAL AND RESERVES

Called up share capital

19

931,575

853,175

Share premium

3,922,203

3,285,595

Retained earnings

2,082,347

542,731

SHAREHOLDERS' FUNDS

6,936,125

4,681,501

Company's profit for the financial year

1,539,616

633,898

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

Mr R D Hill-Smith - Director

Called up

share

Retained

Share

capital

earnings

premium

£

Balance at 1 May 2023

575,400

(38,209

)

2,063,385

Changes in equity

Issue of share capital

277,775

-

1,222,210

Total comprehensive income

-

447,381

-

Balance at 31 December 2023

853,175

409,172

3,285,595

Changes in equity

Issue of share capital

78,400

-

636,608

Total comprehensive income

-

455,554

-

Balance at 31 December 2024

931,575

864,726

3,922,203

Non-controlling

Total

interests

equity

£

Balance at 1 May 2023

2,600,576

170,651

2,771,227

Changes in equity

Issue of share capital

1,499,985

-

1,499,985

Dividends

-

(170,000

)

(170,000

)

Total comprehensive income

447,381

109,653

557,034

Balance at 31 December 2023

4,547,942

110,304

4,658,246

Changes in equity

Issue of share capital

715,008

-

715,008

Dividends

-

(162,000

)

(162,000

)

Total comprehensive income

455,554

232,649

688,203

Balance at 31 December 2024

5,718,504

180,953

5,899,457

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

Balance at 1 May 2023

575,400

(91,167

)

2,063,385

2,547,618

Changes in equity

Issue of share capital

277,775

-

1,222,210

1,499,985

Total comprehensive income

-

633,898

-

633,898

Balance at 31 December 2023

853,175

542,731

3,285,595

4,681,501

Changes in equity

Issue of share capital

78,400

-

636,608

715,008

Total comprehensive income

-

1,539,616

-

1,539,616

Balance at 31 December 2024

931,575

2,082,347

3,922,203

6,936,125

Cash flows from operating activities

Cash generated from operations

1

2,158,732

1,883,577

Finance costs paid

(64

)

-

Tax paid

(467,343

)

(85,209

)

Net cash from operating activities

1,691,325

1,798,368

Cash flows from investing activities

Purchase of tangible fixed assets

(105,133

)

(72,582

)

Sale of tangible fixed assets

17,609

12,247

Purchase of subsidiaries

(2,087,874

)

(2,374,438

)

Interest received

12,037

14,123

Net cash from investing activities

(2,163,361

)

(2,420,650

)

Cash flows from financing activities

Amount introduced by directors

7,660

50,000

Amount withdrawn by directors

(50,000

)

-

Share issue

715,008

1,499,985

Dividends paid to minority interests

(162,000

)

(170,000

)

Net cash from financing activities

510,668

1,379,985

Increase in cash and cash equivalents

38,632

757,703

Cash and cash equivalents at beginning of

year

2

1,256,756

499,053

Cash and cash equivalents at end of year

2

1,295,388

1,256,756

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

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

£

Profit before taxation

977,921

753,289

Depreciation charges

351,802

182,565

Loss/(profit) on disposal of fixed assets

6,522

(11,227

)

Finance costs

64

-

Finance income

(12,037

)

(14,123

)

1,324,272

910,504

Decrease/(increase) in stocks

108,794

(59,524

)

(Increase)/decrease in trade and other debtors

(345,916

)

86,259

Increase in trade and other creditors

1,071,582

946,338

Cash generated from operations

2,158,732

1,883,577

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31/12/24

1/1/24

£

Cash and cash equivalents

1,295,388

1,256,756

Period ended 31 December 2023

31/12/23

1/5/23

£

Cash and cash equivalents

1,256,756

499,053

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

Net cash

Cash at bank

1,256,756

38,632

1,295,388

1,256,756

38,632

1,295,388

Total

1,256,756

38,632

1,295,388

1.	STATUTORY INFORMATION

Perrin & Partners Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The financial statements incorporate the financial statements of the company and all group undertakings made up to 31 December 2024.

A subsidiary is an entity controlled by the company. Control exists where the company has power, directly or indirectly to govern the operating policies of the entity so as to derive benefits from its activities.

The consolidation of the subsidiary companies has been accounted for using the proportionate interest method of accounting following a group reorganisation in previous years as permitted by FRS 102. Assets and liabilities of the parties to the combination were not required to be adjusted to fair value.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

The principal accounting policies and significant judgements and estimates applied in the preparation of these financial statements are set out below. These policies, judgements and estimates have been consistently applied to all years presented unless otherwise stated.

The significant judgements and estimates applied are the useful lives and residual values of tangible fixed assets at the end of their useful lives and the recoverability, realisable value and provisions required.

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key judgements used in the preparation of these consolidated financial statements are:

Management estimate regarding trade debtor recoverability and the level of bad debt provision required is a key judgement area due to the nature of the group's customers; and

Management estimate of the useful economic life of goodwill which has been assessed as 10 years.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of businesses in 2022, 2023, and 2024, is being amortised evenly over estimated useful lives of ten years.

Intangible assets

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

Patents and licences are being amortised evenly over their estimated useful life of nil years.

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

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

20% on cost

Plant and machinery

-

50% on cost, 33% on cost, 20% on cost, 15% on cost and 10% on cost

Fixtures and fittings

-

20% on cost, 15% on cost and 10% on cost

Motor vehicles

-

33% on cost and 20% on cost

Computer equipment

-

33% on cost and 20% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Departure from requirements of frs102

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares;

Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;

Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

Section 33 'Related Party Disclosures' - Compensation for key management personnel.

3.

TURNOVER

The turnover and profit before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

£

Services provided

2,898,799

1,868,714

Manufacturing, distribution

7,113,192

3,387,837

10,011,991

5,256,551

An analysis of turnover by geographical market is given below:

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

£

United Kingdom

9,198,017

5,088,714

Europe

656,309

79,548

Rest of the world

157,665

88,289

10,011,991

5,256,551

4.	EMPLOYEES AND DIRECTORS

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

£

Wages and salaries

2,906,799

1,546,084

Social security costs

141,606

73,379

Other pension costs

82,015

39,490

3,130,420

1,658,953

The average number of employees during the year was as follows:

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

Directors

3

Management

10

9

Employees

63

54

76

66

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

£

Directors' remuneration

88,935

15,667

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

£

Hire of plant and machinery

52,714

39,275

Other operating leases

157,057

69,688

Depreciation - owned assets

56,691

22,842

Loss/(profit) on disposal of fixed assets

6,522

(11,227

)

Goodwill amortisation

294,308

159,636

Patents and licences amortisation

102

8

Development costs amortisation

701

79

Auditors' remuneration

28,000

-

Foreign exchange differences

17,910

3,862

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

£

Interest on overdue taxes

64

-

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

£

Current tax:

UK corporation tax

295,893

193,569

Deferred tax

(6,175

)

2,685

Tax on profit

289,718

196,254

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1/5/23

Year Ended

to

31/12/24

31/12/23

£

Profit before tax

977,920

753,289

Profit multiplied by the standard rate of corporation tax in the UK of 25 %

(2023 - 24.290 %)

244,480

182,974

Effects of:

Expenses not deductible for tax purposes

830

315

Capital allowances in excess of depreciation

-

(23,601

)

Depreciation in excess of capital allowances

395

-

Deferred tax b/fwd unprovided

(22,346

)

(2,210

)

Amortisation of goodwill

73,577

38,776

Overprovisions

(7,173

)

-

Marginal relief

(45

)

-

Total tax charge

289,718

196,254

**

PROFIT BEFORE TAX FOR CURRENT YEAR ON CLIENT SCREEN OF

977,920

DOES NOT AGREE TO AMOUNT ON INCOME STATEMENT OF

977,921

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9.	INTANGIBLE FIXED ASSETS

Group

Patents and

Development

Goodwill

licences

costs

Totals

£

COST

At 1 January 2024

3,173,929

335

780

3,175,044

Additions

2,268,241

-

2,268,241

At 31 December 2024

5,442,170

335

780

5,443,285

AMORTISATION

At 1 January 2024

233,825

8

79

233,912

Amortisation for year

294,308

102

701

295,111

At 31 December 2024

528,133

110

780

529,023

NET BOOK VALUE

At 31 December 2024

4,914,037

225

-

4,914,262

At 31 December 2023

2,940,104

327

701

2,941,132

10.	TANGIBLE FIXED ASSETS

Group

Fixtures

Short

Plant and

and

leasehold

machinery

fittings

£

COST

At 1 January 2024

11,604

86,801

9,485

Additions

19,382

33,016

13,486

Disposals

-

Purchase of subsidiaries

-

7,623

-

At 31 December 2024

30,986

127,440

22,971

DEPRECIATION

At 1 January 2024

3,997

26,199

3,678

Charge for year

3,380

29,149

3,427

At 31 December 2024

7,377

55,348

7,105

NET BOOK VALUE

At 31 December 2024

23,609

72,092

15,866

At 31 December 2023

7,607

60,602

5,807

Motor

Computer

vehicles

equipment

Totals

£

COST

At 1 January 2024

51,399

7,901

167,190

Additions

28,795

10,454

105,133

Disposals

(23,931

)

-

(23,931

)

Purchase of subsidiaries

-

7,623

At 31 December 2024

56,263

18,355

256,015

DEPRECIATION

At 1 January 2024

8,215

1,281

43,370

Charge for year

15,331

5,404

56,691

At 31 December 2024

23,546

6,685

100,061

NET BOOK VALUE

At 31 December 2024

32,717

11,670

155,954

At 31 December 2023

43,184

6,620

123,820

11.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2024

4,901,544

Additions

1,497,159

At 31 December 2024

6,398,703

NET BOOK VALUE

At 31 December 2024

6,398,703

At 31 December 2023

4,901,544

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Company name

Company

number

Registered Office address

Share

class

% Holding

Nature of

business

BLS Asbestos Limited

03766035

Unit 7 Valley Road

Industrial Estate, Valley

Road, Liversedge, England,

WF15 6JY

Ordinary

70.00

Asbestos

removal and

insulation

services

Scientific Instrument

Centre Limited (The)

00435060

Winchester Bourne Ltd,

Sullivan Court Wessex

Business Park, Wessex

Way, Colden Common,

Winchester, Hampshire,

England, SO21 1WP

Ordinary

70.00

Retail of

laboratory

equipment

Roundhouse

Engineering Co. Ltd

03811704

Churchill Business Park,

Churchill Road, Doncaster,

South Yorkshire, DN1 2TF

Ordinary

100.00

Manufacture

and retail of

model

locomotives

In Car Technologies

Limited

03950318

Unit 3 Apple Lane, Trade

City, Exeter, England, EX2

5GL

Ordinary

100.00

Manufacture

and retail of

vehicle audio

parts

O.E.M Marketing

Services Limited

01280260

Suite 2.1 The Mending

Rooms, Park Valley

Business Park,

Huddersfield, England, HD4

7BH

Ordinary

100.00

Holding

company

OEM Group Limited

02004194

Suite 2.1 The Mending

Rooms, Park Valley

Business Park,

Huddersfield, England, HD4

7BH

Ordinary

100.00

Retail of

vehicle

security parts

Secureseal Systems

Limited

04890078

Suite 2.1 The Mending

Rooms, Park Valley

Business Park,

Huddersfield, England, HD4

7BH

Ordinary

A & B

100.00

Retail of

vehicle

security parts

Bright Affect Limited

09047731

7/8 Avon Reach,

Chippenham, Wiltshire,

United Kingdom, SN15 1EE

Ordinary

100.00

Provision of IT

consultancy

and e-learning

Knox Trade Events Ltd

14923424

17 Doneraile Street,

London, England, SW6 6EL

Ordinary

59.50

Holding

company

Trade Events Limited

08066120

1 Oak Court, 67-72 Bethel

Road, Sevenoaks, Kent,

United Kingdom, TN13 3UE

Ordinary

59.50

Organise

exhibitions and

fairs

12.

STOCKS

Group

2024

2023

£

Stocks

883,950

992,744

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£

Trade debtors

1,269,283

815,108

-

48,959

Amounts owed by associates

-

632,824

30,000

Other debtors

87,950

60,071

-

Deferred tax asset

-

12,969

-

Prepayments and accrued income

92,782

41,645

-

1,450,015

916,824

645,793

78,959

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£

Trade creditors

568,764

353,650

-

Amounts owed to associates

-

320,000

Tax

371,882

365,081

-

Social security and other taxes

76,170

102,453

8,639

8,143

VAT

179,853

164,060

32,140

-

Other creditors

157,263

35,777

2,250

25

Deferred consideration

254,545

64,676

-

64,676

Directors' current accounts

7,660

50,000

7,660

50,000

Accruals and deferred income

725,808

419,895

58,159

4,470

2,341,945

1,555,592

108,848

447,314

15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

2024

2023

£

Deferred consideration

445,455

-

16.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable

operating leases

2024

2023

£

Within one year

92,455

57,299

Between one and five years

164,873

129,141

257,328

186,440

17.	FINANCIAL INSTRUMENTS

The carrying amounts of the group's financial instruments are:

Financial assets - Debt instruments measured at amortised cost of £1,357,233 (2023: £875,179).

Financial assets - Debt instruments measured at fair value of £1,295,388 (2023: £1,256,756).

Financial liabilities - Measured at amortised cost of £1,714,041 (2023:£923,997).

18.	PROVISIONS FOR LIABILITIES

Group

2024

2023

£

Deferred tax

12,712

17,438

Group

Deferred tax

£

Balance at 1 January 2024

17,438

Credit to Income Statement during year

(4,726

)

Balance at 31 December 2024

12,712

Company

Deferred tax

£

Credit to during year

(12,969

)

Balance at 31 December 2024

(12,969

)

19.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

37,263

Ordinary

£25

931,575

853,175

20.	NON-CONTROLLING INTERESTS

As at 31 December 2024 the % ownership and reserves attributable to holders outside the group were;

Entity

% owned by

the group

NCI reserves

BLS Asbestos Limited

70%

£125,958

Scientific Instrument Centre Limited (The)

70%

£62,041

Knox Trade Events Ltd, incorporating Trade

Events Limited

59.50%

(£7,046

)

21.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

22.	BUSINESS COMBINATIONS

On 27 August 2024 the group acquired 100% of Bright Affect Limited for £1,481,864 which has been paid cash, and paid stamp duty and legal fees of £13,000. Details of this company can be found in Note 13.

Since the acquisition date, Bright Affect Limited has contributed £320,910 to group turnover and £31,789 into group profit.

Bright Affect Limited

Book value

and fair

value

£

Fixed assets

Property, plant and equipment

7,623

Current assets

Debtors

126,291

Cash at bank and in hand

405,874

Creditors

Due within and after one year

(106,476

)

Provisions for liabilities

(1,448

)

Deferred tax

Net assets

431,864

On 30 November 2024 the group acquired 59.50% of Knox Trade Events Ltd on incorporation for £595 which has been paid cash. Details of this company can be found in Note 13.

Subsequently on 30 November 2024 Knox Trade Events Ltd acquired 100.00% of Trade Events Limited for £1,740,000 of which £1,040,000 has been paid cash and £700,000 which was deferred, and paid stamp duty and legal fees of £6,930. Details of this company can be found in Note 13.

Since the acquisition date, Trade Events Limited has contributed £Nil to group turnover and (£6,644) into group profit.

Trade Events Limited

Book value

and fair

value

£

Current assets

Debtors

62,349

Cash at bank and in hand

750,341

Creditors

Due within and after one year

(268,706

)

Net assets

543,984