Company registration number 14575780 (England and Wales)
MOREHAM WOOD LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
MOREHAM WOOD LIMITED
COMPANY INFORMATION
Directors
Mr J T Bannister
Mr. A I Field
Mr. P A Isom
Company number
14575780
Registered office
Kinetic Business Centre
Theobald Street
Borehamwood
United Kingdom
WD6 4PJ
Auditor
Azets Audit Services
Third Floor, Gateway House
Tollgate
Chandlers Ford
Hampshire
United Kingdom
SO53 3TG
MOREHAM WOOD LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
MOREHAM WOOD LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 1 -
The directors present the strategic report for the year ended 31 January 2025.
Review of the business
Our business is a trusted and proven retailer that focusses on furniture for the living room, dining room and bedroom with a curated product range.
Our customer proposition is premised on the following key themes:
Despite macroeconomic headwinds in recent years - including global volatility and the UK’s cost of living pressures - the strength of our proposition has enabled us to deliver growth and outperform market trends.
We are cautiously optimistic about the market outlook. We believe the resilience of the UK consumer, combined with improving macroeconomic indicators - including low unemployment, declining interest rates, and easing inflation - provides a more supportive backdrop for consumer confidence.
Moreover, we operate in a substantive market, with the UK furniture market valued in excess of £20 billion - with our differentiated proposition, proven product quality, and compelling price points, we are confident in our ability to continue growing our share of the market.
The year in review:
Following a focus in prior year on product range repositioning and a strengthening of our wider operational infrastructure, the company has delivered robust financial results in this last financial year. Revenue in the year to 31 January 2025 totalled £30.9m, an increase of 69% on prior year revenue of £18.2m, and underpinning a significant improvement in profitability, as illustrated in the key performance metrics below:
Key performance indicators
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Adjusted Net Assets (to reflect shareholder funding) | | |
Cash and Cash Equivalents | | |
MOREHAM WOOD LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 2 -
Principal risks and uncertainties
The risks and uncertainties described below represent those which the Directors consider to be the most significant to delivering the business strategy. These are reviewed on a regular basis and mitigating actions put in place as required.
Supply Chain risk
Key product suppliers are based in the Far East, exposing the Company to supply chain delay risks that could impact the customer experience and ultimately the reputation of the business. To mitigate risk, the business works with multiple suppliers and a broad product base.
Product arrives fully insured into the UK by sea making profit margins sensitive to sea freight costs . These specific costs are managed using contracts with a range of shipping lines and utilising stock buffers to further manage any adverse fluctuations in cost.
Foreign Exchange
Product is purchased for resale and mostly sourced from the Far East in USD. With revenues received in GBP, fluctuations in the exchange rate can impact profit margins. To mitigate this risk, exchange rates are monitored frequently, and the business utilises forward currency exchange contracts aligned to the Company's treasury policy.
Liquidity Risk
The business is subject to liquidity risk. Lending facilities are in place to manage liquidity requirements and senior management review cash flow forecasts regularly with the Board to ensure the business can operate within its facilities.
Information Security and Data Protection
Risks include any data breach, cyber-attack or service interruption that could result in fines, business interruption and reputational damage. To mitigate risk, the business maintains a robust suite of Information Security and Data Protection policies complemented by regular staff training.
Health and Safety
The health and safety of all employees, customers and partners is of the upmost importance to the business. Any breaches could cause injury, financial loss and reputational damage. To mitigate risk, the business maintains a robust suite of Health and Safety policies complemented by regular staff training. Health and safety is overseen by a central compliance function and any issues must be reported to senior management for discussion at Board level.
Other information and explanations
We continue to benefit from the active support of our investor base, both strategically and financially. In 2024, at group level we secured £4.8 million in growth capital to support our continued expansion and long-term ambitions.
In parallel, we have strengthened our leadership team with two high-calibre appointments. Adam Pikett has joined as a Board Advisor. As the founder and former CEO of Sports Pursuit and now an operating partner at a leading large-cap private equity firm, Adam brings deep digital and commercial expertise that will support the refinement of our go-to-market strategy. Neil Baishnab has been appointed Chief Financial Officer, bringing with him extensive experience in the consumer sector and a strong track record in financial leadership.
We are delighted to welcome them to the team and we are confident that their expertise will be instrumental as we continue to scale the business and evolve our proposition.
MOREHAM WOOD LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 3 -
Looking ahead
Following a transformational year for the business, we are pleased to provide an update on the key pillars of our future strategy:
Omni-Channel Expansion
With deep sector experience and insight into the customer journey, we recognise that for a segment of our customer base, the ability to experience our products in a physical showroom remains a key driver of conversion. In June 2025, we opened our first showroom in Peterborough, which is trading ahead of expectations. We have a pipeline of potential locations for further showrooms in 2025 and beyond. However, we will continue to take a measured approach to expansion, applying a disciplined and data-driven methodology when evaluating future site opportunities.
Brand Evolution – Launch of "Oak and More"
In June 2025, we completed a strategic rebrand from "Oak Furniture Superstore" to "Oak and More" to better reflect our broadened product offering and align more closely with evolving customer expectations. The rebrand was underpinned by comprehensive consumer research and insight. Early feedback since the launch has been highly encouraging, with the new brand identity supporting increased engagement and performance across all customer touchpoints. This marks a key milestone in our evolution to a fully integrated omni-channel retailer.
Funding
Since year-end, the group has secured nearly £2 million in additional funding from our existing investor base and secured a new £3m revolving credit facility from our bank. This continued backing reflects the confidence of our stakeholders in both the business and the opportunities ahead.
Product Strategy
We remain focused on enhancing our curated product offering through ongoing refinement and innovation. In addition to strengthening our core collections, we are actively exploring adjacent product categories and areas where we see meaningful potential for growth.
Mr. P A Isom
Director
29 September 2025
MOREHAM WOOD LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 4 -
The directors present their annual report and financial statements for the period to 31 January 2025.
Principal activities
The principal activity of the company is the import and sale of furniture direct to customers.
The business has continued to grow into the year ending January 2025. Additional financing has been secured to underpin this growth trajectory.
Results and dividends
The results for the period are set out on page 6.
No ordinary dividends were paid.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr J T Bannister
Mr. A I Field
Mr. P A Isom
Future developments
It is anticipated that consumer confidence and the macro-economic environment will remain challenging in the year ahead. However, the Directors are confident that a unique mix of high-quality furniture at an accessible price point, combined with excellent customer service will drive continued success in the future.
The business undertakes continued Research and Development activities targeted at the product offering, customer experience and internal efficiencies to support anticipated growth.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr. P A Isom
Director
29 September 2025
MOREHAM WOOD LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2025
- 5 -
The directors are responsible for preparing the annual report 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
MOREHAM WOOD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MOREHAM WOOD LIMITED
- 6 -
Opinion
We have audited the financial statements of Moreham Wood Limited (the 'company') for the period ended 31 January 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 January 2025 and of its 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.
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 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
MOREHAM WOOD LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MOREHAM WOOD LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 directors' responsibilities statement, 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 either intend 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 these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
MOREHAM WOOD LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MOREHAM WOOD LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Mr Richard Hutchinson
Senior Statutory Auditor
For and on behalf of Azets Audit Services
30 September 2025
Chartered Accountants
Statutory Auditor
Third Floor, Gateway House
Tollgate
Chandlers Ford
Hampshire
United Kingdom
SO53 3TG
MOREHAM WOOD LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2025
- 9 -
Year
Period
ended
ended
31 January
31 January
2025
2024
as restated
Notes
£
£
Turnover
2
30,914,630
18,268,566
Cost of sales
(17,139,205)
(12,097,727)
Gross profit
13,775,425
6,170,839
Distribution costs
(2,988,853)
(2,406,049)
Administrative expenses
(10,418,385)
(9,524,198)
Other operating income
7,363
Exceptional item
3
(131,720)
Operating profit/(loss)
4
236,467
(5,752,045)
Interest payable and similar expenses
7
(685,738)
(469,860)
Loss before taxation
(449,271)
(6,221,905)
Tax on loss
8
1,492,737
Profit/(loss) for the financial year
1,043,466
(6,221,905)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
MOREHAM WOOD LIMITED
BALANCE SHEET
AS AT 31 JANUARY 2025
31 January 2025
- 10 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
9
313,360
352,530
Other intangible assets
9
1,006,642
602,620
Total intangible assets
1,320,002
955,150
Tangible assets
10
221,311
125,011
1,541,313
1,080,161
Current assets
Stocks
11
5,867,697
4,694,628
Debtors
12
3,978,572
499,944
Cash at bank and in hand
941,644
719,519
10,787,913
5,914,091
Creditors: amounts falling due within one year
13
(6,602,678)
(7,015,133)
Net current assets/(liabilities)
4,185,235
(1,101,042)
Total assets less current liabilities
5,726,548
(20,881)
Creditors: amounts falling due after more than one year
14
(10,904,977)
(6,201,014)
Net liabilities
(5,178,429)
(6,221,895)
Capital and reserves
Called up share capital
19
10
10
Profit and loss reserves
(5,178,439)
(6,221,905)
Total equity
(5,178,429)
(6,221,895)
The financial statements were approved by the board of directors and authorised for issue on 29 September 2025 and are signed on its behalf by:
Mr. P A Isom
Director
Company Registration No. 14575780
MOREHAM WOOD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 31 January 2024:
Balance at 6 January 2023
-
Period ended 31 January 2024:
Loss and total comprehensive income for the period
-
(6,221,905)
(6,221,905)
Issue of share capital
19
10
-
10
Balance at 31 January 2024
10
(6,221,905)
(6,221,895)
Year ended 31 January 2025:
Profit and total comprehensive income for the year
-
1,043,466
1,043,466
Balance at 31 January 2025
10
(5,178,439)
(5,178,429)
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 12 -
1
Accounting policies
Company information
Moreham Wood Limited is a private company limited by shares incorporated in England and Wales. The registered office is Kinetic Business Centre, Theobald Street, Borehamwood, United Kingdom, WD6 4PJ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Quercy Holdings Limited. These consolidated financial statements are available from its registered office, St. Martin's Court, 10 Paternoster Row, London, England, EC4M 7EJ.
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern
In assessing whether the financial statements should be prepared on a going concern basis, the directors have considered the outlook of the company and in so doing have given consideration to the current and future operating results and cashflow requirements of the business. The directors continue to assess the company’s cashflow requirements and expect its current and future banking and other facilities to be sufficient to provide the company with the resources necessary. true
Trading conditions have improved since the year end and cost saving and other measures put in place have improved the resilience and cash flow position of the company. This includes the renegotiation of terms of existing banking facilities and the extension of borrowings available from investors.
Therefore, the directors believe that based on budgeted future trading, the continued support of its bankers and support from its shareholders the company has adequate resources to meet its liabilities as they fall due and the ability to operate as a going concern for a period of at least 12 months from the date of approval of these financial statements.
In making this assessment the directors have relied on the letter of support provided by the directors of the parent company confirming no repayment of the intercompany liability will be required within one year or if such repayment would mean the company could not meet its external liabilities as they fall due.
The directors therefore consider it appropriate to continue to adopt the going concern basis in the preparation of these financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 14 -
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
Over 5 years
Intellectual property
Over 10 years
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
Over 5 years
Office and IT equipment
Over 3 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.9
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to sell. Cost comprises direct purchase of goods and, where applicable, other direct costs that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.10
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 15 -
1.11
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. The company considers all of its financial instruments to be basic.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Classification of 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
1.12
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 16 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.17
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Turnover
All turnover is from the principal activity and arises in the UK.
3
Exceptional item
2025
2024
£
£
Expenditure
Exceptional costs
131,720
-
Exceptional costs mainly relate to one off legal and redundancy costs that are not expected to be incurred going forward.
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 17 -
4
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(282,891)
183,842
Fees payable to the company's auditor for the audit of the company's financial statements
21,750
22,500
Depreciation of owned tangible fixed assets
34,682
7,942
Amortisation of intangible assets
137,852
98,052
Operating lease charges
143,162
119,515
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Directors
3
3
Operations
38
29
Admin
8
6
Total
49
38
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
2,172,882
1,715,198
Social security costs
211,898
140,521
Pension costs
37,383
25,964
2,422,163
1,881,683
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
180,000
180,833
Company pension contributions to defined contribution schemes
1,321
1,321
181,321
182,154
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 18 -
7
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
134,763
135,715
Interest payable to group undertakings
566,975
314,737
Other interest
(16,000)
19,408
685,738
469,860
8
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
(1,492,737)
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Loss before taxation
(449,271)
(6,221,905)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(112,318)
(1,555,476)
Tax effect of expenses that are not deductible in determining taxable profit
1,135
Unutilised tax losses carried forward
1,555,476
Permanent capital allowances in excess of depreciation
24,183
Deferred tax adjustments in respect of prior years
(1,405,737)
Taxation credit for the year
(1,492,737)
-
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 19 -
9
Intangible fixed assets
Goodwill
Development costs
Intellectual property
Total
£
£
£
£
Cost
At 1 February 2024
391,700
111,500
550,002
1,053,202
Additions
502,704
502,704
At 31 January 2025
391,700
614,204
550,002
1,555,906
Amortisation and impairment
At 1 February 2024
39,170
3,882
55,000
98,052
Amortisation charged for the year
39,170
43,682
55,000
137,852
At 31 January 2025
78,340
47,564
110,000
235,904
Carrying amount
At 31 January 2025
313,360
566,640
440,002
1,320,002
At 31 January 2024
352,530
107,618
495,002
955,150
10
Tangible fixed assets
Plant and equipment
Office and IT equipment
Total
£
£
£
Cost
At 1 February 2024
101,000
31,953
132,953
Additions
102,392
29,114
131,506
Disposals
(524)
(524)
At 31 January 2025
203,392
60,543
263,935
Depreciation and impairment
At 1 February 2024
2,750
5,192
7,942
Depreciation charged in the year
23,187
11,495
34,682
At 31 January 2025
25,937
16,687
42,624
Carrying amount
At 31 January 2025
177,455
43,856
221,311
At 31 January 2024
98,250
26,761
125,011
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 20 -
11
Stocks
2025
2024
£
£
Finished goods and goods for resale in transit
2,638,154
1,970,574
Finished goods and goods for resale
3,229,543
2,724,054
5,867,697
4,694,628
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,259,142
344,188
Other debtors
259,245
67,390
Prepayments and accrued income
967,448
88,366
2,485,835
499,944
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 16)
1,492,737
Total debtors
3,978,572
499,944
13
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
15
470,282
454,150
Trade creditors
2,564,427
1,542,586
Taxation and social security
1,243,165
1,619,040
Deferred income
17
2,208,364
2,948,643
Other creditors
9,074
199,299
Accruals
107,366
251,415
6,602,678
7,015,133
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 21 -
14
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
15
866,766
1,038,833
Amounts owed to group undertakings
15
10,038,211
5,162,181
10,904,977
6,201,014
15
Loans and overdrafts
2025
2024
£
£
Bank loans
1,337,048
1,492,983
Loans from group undertakings
10,038,211
5,162,181
11,375,259
6,655,164
Payable within one year
470,282
454,150
Payable after one year
10,904,977
6,201,014
The long-term loans are secured by fixed and floating charges over the trade and assets of the company.
Interest is charged at 9% p.a on the bank loan which matures in January 2027.
Interest is charged between 9% and 11% p.a on the loans due from group undertakings. These loans have no fixed repayment date however are not repaybable within 12 months of the balance sheet date.
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2025
2024
Balances:
£
£
Tax losses
1,492,737
-
2025
Movements in the year:
£
Liability at 1 February 2024
-
Credit to profit or loss
(1,492,737)
Asset at 31 January 2025
(1,492,737)
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
16
Deferred taxation
(Continued)
- 22 -
The deferred tax asset set out above is expected to reverse beyond 12 months and relates to the utilisation of tax losses against future expected profits of the same period.
17
Deferred income
2025
2024
£
£
Arising from deferred income
2,208,364
2,948,643
18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
37,383
25,964
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
10 ordinary shares of £1 each
10
10
10
10
Each share is entitled to one vote, and ranks equally for any dividend payments, other distributions or on winding up of the company.
20
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£
£
Within one year
70,000
12,641
Between two and five years
231,479
301,479
12,641
MOREHAM WOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 23 -
21
Related party transactions
Transactions with related parties
The Company has taken advantage of the exemption available in Section 33.1a of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertakings of the Group.
22
Ultimate controlling party
The company's immediate parent undertaking is Quercy Holdings Limited.
Quercy Holdings Limited is the smallest and largest group for which condolidated financial statements, including Moreham Wood Limited, are preapred. A copy of the consolidated financial statements for Quercy Holdings Limited can be obtained from Companies House.
The ultimate parent company is Moulton Goodies Limited, a company registered in Guernsey. The ultimate controlling party is Mr J P Moulton.
23
Prior period adjustment
A prior period adjustment has been made to take into account loan interest that was not previously recognised on amounts due to the parent company. This has resulted in an increase of the reported loss for the year of £314,737 and an increase in the net liabilities by the same amount.
Reconciliation of changes in equity
6 January
31 January
2023
2024
£
£
Adjustments to prior year
Inter-company loan interest
-
(314,737)
Equity as previously reported
-
(5,907,158)
Equity as adjusted
-
(6,221,895)
Analysis of the effect upon equity
Profit and loss reserves
-
(314,737)
Reconciliation of changes in loss for the previous financial period
2024
£
Adjustments to prior year
Inter-company loan interest
(314,737)
Loss as previously reported
(5,907,168)
Loss as adjusted
(6,221,905)
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