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Easby Group Topco Limited
Registered number: 13883535
Annual report and consolidated
financial statements
For the year ended 31 December 2024
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EASBY GROUP TOPCO LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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EASBY GROUP TOPCO LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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EASBY GROUP TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report for the year ended 31 December 2024.
The Company is a majority owned subsidiary of Nvm Iii Gp LLP, the ultimate controlling party is Nvm Private Equity LLP.
The principal activity of the Company is that of a Holding Company. The principal activity of the Group is the distribution of electronic and electro-mechanical components to domestic and overseas customers.
The global economy performance in 2024 continued to be impacted by geo-political instability as the on-going effects of the conflict in Ukraine and rising tensions in the Middle East continued to be felt. Inflation began to subside during 2024, enabling central banks, including the Bank of England, to cautiously initiate interest rate cuts in the second half of the year.
The impact of the Russia-Ukraine conflict continues to have little direct impact on the Group with no customer or supplier located in either Russia or the Ukraine. Whilst there have been some indirect impacts such as higher fuel costs, increased interest rates and fluctuating exchange rates the management team of the Group believe the ongoing impacts will be minimal to the business.
For the electronics distribution market, 2024 was a period of recalibration. The widespread destocking that had begun in 2023 continued in 2024, as customers, having built up excess stock during the prior years of component shortages and supply chain disruptions, normalised their inventory levels. This led to a down-cycle in demand as customer stock levels were managed down.
This market correction meant that distributors across the industry, including Easby Group of companies, faced slower ordering patterns and ultimately lower sales levels in 2024. However, customer relationships remain strong ensuring the businesses will recover as the market returns in 2025. The Group continues to serve existing business whilst investing in Business Development resource to enhance the development of new business opportunities.
Whilst absolute trading volumes reduced year on year, Gross Profit % increased from 23.9% to 24.1% reflecting management actions to drive improved quality of earnings across the Group.
The Loss Before Tax in the year ended 31 December 2024 of £5.6m includes a one off exceptional charge of £1.2m. This one-off cost primarily relates to a customer who entered into administration, which resulted in a bad debt write-off of £0.5m, representing the irrecoverable balance owed by the customer, and a stock write-down of £0.6m, reflecting the impairment of inventory specific to the aforementioned customer, which is no longer saleable. These costs have been treated as exceptional due to their size and non-recurring nature, arising directly from the unexpected administration of a significant customer.
The Group management have continued to invest in the business to ensure continued growth into 2025, holding stock levels to ensure we are in a position to grow once the market recovers. Whilst investing in stock the management have ensured working capital remains controlled with detailed measures around stock, debtor and creditor levels to ensure these meet the business’s needs. These measures ensure that the Group is in a good position to continue its growth through 2025.
During 2024 the Matrix business (acquired in 2023) was successfully migrated on to the group’s existing ERP system in order to drive operational efficiency and streamline business processes across the newly integrated entity.
The management of the Group are confident that with its robust and extensive supply chain network, the group will be able to continue to support its customer base through this period of global and economic uncertainty.
- 1 -
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EASBY GROUP TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Whilst supply shortages have reduced, the Group's management continue to carefully monitor the impact of ongoing supply chain issues in regard to both cost of materials and availability issues and how these impact the Group's customer base.
Looking ahead, the Group is in a strong position to capitalise on the changing market dynamics. With our extensive and resilient supply chain network, we are well-equipped to support our customers as the economy stabilises. We anticipate a return to growth in 2025 as the destocking cycle concludes and our customers place increasing levels of new orders. Our strategic focus on operational efficiency and customer satisfaction, coupled with our deep industry expertise, ensures that we well positioned to grow in 2025.
Principal risks and uncertainties
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The directors have identified the following risks and uncertainties in the environment in which the Group operates:
∙Political: The on-going conflict in Ukraine has driven up costs and increased the complexity of business. The Group has invested in resources and systems to manage and mitigate these complexities and allow the Group to respond appropriately to the changing landscape.
∙Market: The electronics distribution market in 2024 was defined by a significant inventory correction. With supply chains normalizing, customers worked down their excess stock, leading to a downturn in demand and lower sales levels across the industry. This necessary recalibration will facilitate a return to more balanced and sustainable trading conditions for 2025.
∙Financial: Perceived risks and uncertainties have been identified in the areas of multi-currency trading with ensuing foreign currency movements, and the raising of funds at an acceptable cost to ensure adequate funding of growth. The directors have largely sought to cover these risks by utilising natural hedging and in the medium-term, switching customer contracts for scheduled business to same currency buy and sell.
∙Management: The Group has focused on creating a management structure covering all key functions; in addition, it can draw on external resources for specific expertise and support.
∙Relationship with Employees: The directors recognise attracting, retaining, and developing people is key to the Group's long-term success. The welfare, engagement and motivation of the Group's workforce is central to the company's success, and this is reflected through market-competitive remuneration, training and development and the fostering of an inclusive culture.
∙Customers: Strategic partnerships help to ensure business sustainability and growth. We engage with customers through regular communications and review meetings to agree short and long-term goals in order to develop relationships and allow continuous improvement. These feed into the Group's strategy and business plans.
∙Suppliers: Our supply chain partners are a critical link, providing a source of value, consistency of quality, service, and opportunity for innovation to meet the company's business needs. The Company regularly reviews its supply chain and uses two-way engagement to enable performance improvement and development of products. The Group has a clear process for managing relationships with suppliers to ensure our supply chain is financially stable, viable and ethical.
- 2 -
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EASBY GROUP TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
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Analysis of financial key performance indicators
The Group has developed and operates with a raft of KPI's to monitor, control and steer its business including:
∙Statement of Financial Position: Spread of average days sales outstanding (DSO) and days payable outstanding (DPO), and stock turns to manage working capital.
∙Statement of Comprehensive Income: Gross margin analysis and monitoring, and tight management of personnel expenses.
∙Miscellaneous: Quality and logistics standards and benchmarks, sales personnel judged on new accounts and gross profit achievement, management on profitable growth targets.
This report was approved by the board on 30 September 2025 and signed on its behalf.
- 3 -
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EASBY GROUP TOPCO 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.
Directors' responsibilities statement
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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 for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that 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.
The loss for the year, after taxation, amounted to £5,084,273 (2023 - loss £2,570,558).
No dividend was declared during the year.
The directors who served during the year were:
M A Biagioni (resigned 19 July 2024)
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N D Copely (resigned 12 October 2024)
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W Russell-Smith (resigned 5 August 2024)
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J Arrowsmith (appointed 19 July 2024)
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J T Crabtree (appointed 5 August 2024)
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EASBY GROUP TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Going concern
The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons:
The directors have prepared cashflow forecasts for the period of at least 12 months from approval of the financial statements based on external market forecasts, customer demand forecasts and expected changes to product mix. These forecasts indicate that, taking into account severe but plausible downsides, which assume a 10% reduction to expected revenues over the forecast period, the company and group is expected to have sufficient funds through its existing short-term asset based lending arrangements to meet its liabilities as they fall due during the forecast period. At 31 December 2024 these arrangements are with Clydesdale Bank plc, trading as Virgin Money.
The Directors have received confirmation that the loan notes and accrued interest due for repayment in 2026 and 2027 will not be recalled unless the Group is in a position to repay the balance.
The Group has access to sufficient additional funding from an agreed short term asset based lending facility. The forecasts prepared by management show these facilities are occasionally required and are therefore dependent on Virgin Money bank not seeking repayment of the amounts currently due to it, including maintaining the asset-based financing (invoice discounting). While the invoice discounting facility is cancellable by either party, the directors are confident that it will remain available throughout the forecast period.
Consequently, the Directors are confident that the Company and Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Turnover and profitability of the Group since the year end have been in line with expectations.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 30 September 2025 and signed on its behalf.
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EASBY GROUP TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EASBY GROUP TOPCO LIMITED
Opinion
We have audited the financial statements of Easby Group Topco Limited (the ‘Parent Company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and 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 FRS 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 and Parent Company’s affairs as at 31 December 2024 and of the Group's loss 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 “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the group and the parent company 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 director's 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 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.
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EASBY GROUP TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EASBY GROUP TOPCO LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the 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.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and 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.
We have nothing to report in respect of the following matters in relation to which 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 Group or 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.
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EASBY GROUP TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EASBY GROUP TOPCO LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 is 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 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 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 the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the group and the parent company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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EASBY GROUP TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EASBY GROUP TOPCO LIMITED
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion), valuation of goodwill, completeness of stock provisions, completeness of bad debt provision and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Christopher Hudson (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
30 September 2025
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EASBY GROUP TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2024 (2023: £NIL).
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The notes on pages 17 to 43 form part of these financial statements.
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EASBY GROUP TOPCO LIMITED
REGISTERED NUMBER: 13883535
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.
The notes on pages 17 to 43 form part of these financial statements.
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EASBY GROUP TOPCO LIMITED
REGISTERED NUMBER: 13883535
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £13,378 (2023: £8,581).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.
The notes on pages 17 to 43 form part of these financial statements.
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EASBY GROUP TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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Comprehensive expense for the year
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Total comprehensive expense for the year
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The notes on pages 17 to 43 form part of these financial statements.
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EASBY GROUP TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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Comprehensive expense for the year
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Total comprehensive expense for the year
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The notes on pages 17 to 43 form part of these financial statements.
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EASBY GROUP TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Acquisition of subsidiaries
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Net cash used in investing activities
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EASBY GROUP TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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Cash flows from financing activities
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Net cash (used in)/from financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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Invoice financing facility
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- 16 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Easby Group Topco Limited (‘the Parent Company’) is a private company limited by shares incorporated in England, registered number 13883535. The address of its registered office and principal place of business is 4 Bailey Court, Colburn Business Park, Catterick Garrison, North Yorkshire, England, DL9 4QL.
The principal activity of the Company is that of a holding Company. The principal activity of the Group is the supply of electronic and electro-mechanical parts and related products, inventory and cost reduction programmes, kitting services and PCB solutions to customers in Europe, Asia and America.
2.Accounting policies
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Basis of preparation of financial statements
|
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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
|
The Parent 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.
- 17 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, 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 Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons:
The directors have prepared cashflow forecasts for the period of at least 12 months from approval of the financial statements based on external market forecasts, customer demand forecasts and expected changes to product mix. These forecasts indicate that, taking into account severe but plausible downsides, which assume a 10% reduction to expected revenues over the forecast period, the company and group is expected to have sufficient funds through its existing short-term asset based lending arrangements to meet its liabilities as they fall due during the forecast period. At 31 December 2024 these arrangements are with Clydesdale Bank plc, trading as Virgin Money.
The Directors have received confirmation that the loan notes and accrued interest due for repayment in 2026 and 2027 will not be recalled unless the Group is in a position to repay the balance.
The Group has access to sufficient additional funding from an agreed short term asset based lending facility. The forecasts prepared by management show these facilities are occasionally required and are therefore dependent on Virgin Money bank not seeking repayment of the amounts currently due to it, including maintaining the asset-based financing (invoice discounting). While the invoice discounting facility is cancellable by either party, the directors are confident that it will remain available throughout the forecast period.
Consequently, the Directors are confident that the Company and Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
- 18 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
- 19 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits 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 amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
- 20 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension 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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
- 21 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
- 22 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
The estimated useful lives range as follows:
Computer software - 20 - 33%
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
- 23 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
|
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
- 24 -
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|
EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
- 25 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
|
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
- 26 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
- 27 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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Judgements in applying accounting policies and key sources of estimation uncertainty
|
In applying the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
Critical judgements in applying the accounting policies
The critical judgements that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements are discussed below:
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment associated with intangible assets and property, plant and equipment, the directors have considered both external and internal sources of information such as market values, changes in technological, economic and legal environments and economic performance.
There have been no impairments to tangible or intangible fixed assets during the period.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(i) Valuation of goodwill and intangible assets arising on consolidation
The directors performed an impairment review in respect of goodwill related to the Easby Electronics Limited and Delta Impact Limited acquisitions. The review involved preparing a value in use assessment with judgements applied covering EBITDA, growth rates, working capital movements and discount rates. No impairment was required.
(ii) Provision for stocks
The Group estimates provisions for slow-moving and obsolete inventory based on last sales activity and useage, with increasing provision rates applied over time. Judgement is required to determine appropriate percentages to apply to ageing categories based on historical experience. See note 17 for further details.
(iii) Provision for bad debts
The recoverability of trade receivables is assessed at each reporting date. Management reviews debtor balances individually by considering historical payments, ageing profiles, and known credit risks. Where there is evidence of impairment, a provision is recognised in admin expense. Estimating this provision involves judgement. See note 13 for details of a bad debt write-off in the year.
- 28 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The whole of the turnover is attributable to the wholesale of electronic and telecommunications equipment and parts.
Analysis of turnover by country of destination:
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The operating profit is stated after charging/(crediting):
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Other operating lease rentals
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During the year, the Group obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the parent Company's financial statements
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Fees payable to the Group's auditor in respect of:
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- 29 -
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|
EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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The Company has no employees other than the directors, who did not receive any remuneration from the Parent Company, directors' remuneration was paid by other group companies.
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Group contributions to defined contribution pension schemes
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Compensation for loss of office
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During the year retirement benefits were accruing to 3 directors (2023 - 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £184,193 (2023 - £199,944) and compensation for loss of office £40,000 (2023 - £Nil).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,304 (2023 - £9,500).
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- 30 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Other interest receivable
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Interest payable and similar expenses
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Interest payable on investor loan notes
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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- 31 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
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Non-tax deductible amortisation of goodwill
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods - deferred tax
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Remeasurement of deferred tax for changes in tax rates
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Deferred tax asset not recognised
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Other differences leading to a decrease in the tax charge
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
- 32 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the group incurred an exceptional charge of £1.2m. This charge comprises:
A bad debt write-off of £0.5m, representing the irrecoverable balance owed by a customer who entered administration.
A stock write-down of £0.6m, reflecting the impairment of inventory specific to the aforementioned customer, which is no longer saleable.
CEO recruitment fees and covenant fees totalling £0.1m.
These costs have been treated as exceptional due to their size and non-recurring nature, arising directly from the unexpected administration of a significant customer. The Directors consider that separate disclosure of these items provides a clearer understanding of the company's underlying trading performance.
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- 33 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Transfers between classes
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Transfers between classes
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- 34 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Transfers between classes
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Transfers between classes
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- 35 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Easby Group Midco Limited
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4 Bailey Court, Colburn Business Park, Catterick Garrison, North Yorkshire, England, DL9 4QL.
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*Easby Group Bidco Limited
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4 Bailey Court, Colburn Business Park, Catterick Garrison, North Yorkshire, England, DL9 4QL.
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*Easby Electronics Limited
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4 Bailey Court, Colburn Business Park, Catterick Garrison, North Yorkshire, England, DL9 4QL.
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4 Bailey Court, Colburn Business Park, Catterick Garrison, North Yorkshire, England, DL9 4QL.
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*Delta Impact (Hong Kong) Limited
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Century Industrial Building, 1 Tsing Eung Circuit, Tuen Mun NT
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*Matrix Electronics Limited
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4 Bailey Court, Colburn Business Park, Catterick Garrison, North Yorkshire, England, DL9 4QL.
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Subsidiaries marked with an * are indirectly owned by Easby Group Topco Limited.
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- 36 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Finished goods and goods for resale
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During the year, an impairment of £532,493 (2023: £99,454) was recognised in cost of sales against stock during the year due to an increase of provision for slow moving and obsolete stock. In addition, a further impairment of £0.6 million (2023: £nil) was recognised, as detailed in Note 13 of the financial statements.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed to group undertakings are interest free and repayable on demand.
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Cash and cash equivalents
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Less: invoice financing facility
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- 37 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Invoice financing facility
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The invoice financing facility is secured against the debtors to which they relate.
The bank loan is secured by a fixed and floating charge over all assets of the Company, in favour of Clydesdale Bank Plc.
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Creditors: Amounts falling due after more than one year
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Loan notes and accrued interest
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The bank loan is secured by a fixed and floating charge over all assets of the Company, in favour of Clydesdale Bank Plc.
The loan notes attract interest at 10% per annum. 50% of the loan notes and accrued interest are repayable on 22 February 2026 with the remaining balance payable by 22 March 2027.
The loan notes are secured by a fixed and floating charge over all assets of the Company in favour of NVM PE Limited.
The Directors have received confirmation that the loan notes and accrued interest due for repayment in 2026 and 2027 will not be recalled unless the Group is in a position to repay the balance.
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- 38 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Loan notes and accrued interest
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The bank loan is secured by a fixed and floating charge over all assets of the Company, in favour of Clydesdale Bank Plc.
The loan notes attract interest at 10% per annum. 50% of the loan notes and accrued interest are repayable on 22 February 2026 with the remaining balance payable by 22 March 2027.
The loan notes are secured by a fixed and floating charge over all assets of the Company in favour of NVM PE Limited.
The Directors have received confirmation that the loan notes and accrued interest due for repayment in 2026 and 2027 will not be recalled unless the Group is in a position to repay the balance.
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- 39 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charged to profit or loss
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Arising on business combinations
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Accelerated capital allowances
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Short term timing differences
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Losses and other deductions
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Credited to profit or loss
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A provision relating to dilapidations on the group's leased premises exists where the cost of dilapidations has been appropriately estimated.
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- 40 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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400,000 (2023 - 400,000) Ordinary A shares of £1.00 each
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85,000 (2023 - 85,000) Ordinary B shares of £1.00 each
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All shares rank pari passu. All shares have full rights to voting, A and B shares inherently don't have the same rights to dividends as it is at the discretion of the Board where the dividends are paid and capital distributions are not redeemable.
20,000 Ordinary B Shares are owned by the Company.
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Profit and loss account
The profit and loss account represents profits and losses retained in the current period, less any dividends declared.
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Invoice financing facility
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The Group operates a defined contributions 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 £179,855 (2023: £198,568). Contributions totalling £30,033 (2023: £26,693) were payable to the fund at the balance sheet date.
- 41 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Commitments under operating leases
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At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Later than 1 year and not later than 5 years
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During the year £311,154 (2023: £317,691) was recognised as an expense in the profit and loss account in respect of operating leases.
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Related party transactions
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In accordance with Section 33 of FRS 102, transactions with wholly owned Group companies have not been disclosed within these financial statements.
During the period the Group incurred interest of £1,929,250 (2023: £1,756,643) on loan notes issued to entities with control over the entity. Balances outstanding as at 31 December 2024 in respect of these loan notes totalled £20,672,062 (2023: £18,742,812).
During the period the Group incurred interest of £22,961 (2023: £20,691) on loan notes issues to key management personnel. Balances outstanding at 31 December 2024 in respect of these loan notes totalled £242,240 (2023: £219,229).
During the period the Group received services totalling £104,962 (2023: £103,032) from entities with control over the entity. No balances were owed in respect of the services as at 31 December 2024.
Key management personnel received remuneration of £338,154 (2023: £388,468).
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- 42 -
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EASBY GROUP TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The ultimate controlling party is considered to be NVM Private Equity LLP via an direct holding through NCM III GP LLP, incorporated in England and Wales by way of its majority shareholding.
- 43 -
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