FOR THE YEAR ENDED 30 SEPTEMBER 2024
GILL MARINE HOLDINGS LIMITED
COMPANY INFORMATION
GILL MARINE HOLDINGS LIMITED
CONTENTS
GILL MARINE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Gill Marine Holdings Limited has pleasure in presenting its accounts for the year ended 30 September 2024.
The year to 30 September 2024 presented ongoing challenges for the trading companies within the Gill Group, with turnover reducing by 7% overall. This performance reflected continued softness in global economic confidence and residual overstock in the outdoor consumer market following the post-Covid adjustment.
In response, the business sharpened its strategic focus on the core sailing market, ensuring that the quality, performance, and innovation of our products are clearly recognised. At the same time, disciplined management of stock levels has strengthened cash flow and improved operational resilience.
Although trading conditions remain challenging into 2025, early results from our refined brand strategy and market focus are encouraging. The Board remains confident that these initiatives will support a return to profitability in the near term.
The Company, through its trading subsidiaries, is subject to a range of risks including price, credit, overstock, and cash flow exposure. These risks are carefully monitored and managed. Supplier prices are fixed, and associated currency exposure is mitigated through a combination of natural hedging and forward exchange contracts, reducing uncertainty and supporting margin stability.
Cash flow is actively managed through disciplined working capital controls and supported by access to an invoice discounting facility. These measures ensure that the business remains well positioned to manage volatility in trading conditions.
Sales for the year to September 2024 in the trading subsidiaries were £13.4m, compared with £14.5m in the prior year, reflecting broader market challenges and reduced wholesale appetite for stock risk. In the US, performance was further impacted by overstock and operational issues within one of our largest customers.
Gross margin reduced slightly from 47% to 45%, primarily due to planned clearance of products within the broader outdoor range as part of our ongoing strategy to rebalance stock and refocus on our sailing heritage.
The Company recognised an impairment of investments of £9.3m which has been recognised in the profit and loss account of the Company.
The Company recognised an impairment of investments of £9.3m which has been recognised in the profit and loss account of the Company.
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GILL MARINE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Group recorded a net loss of £0.8m for the year. Trading conditions have remained demanding into 2025, driven by shifts in the wider outdoor recreation market, changes in sales channels, and adjustments to product mix, branding, and marketing strategy. However, these strategic initiatives are beginning to yield positive results.
Post year-end, the Group secured £1.3m of additional funding from its shareholder to support stock purchasing, including accelerated shipments to mitigate additional tariff costs associated with US imports. This investment has strengthened liquidity and enhanced operational flexibility.
The company is reliant on support from its parent company who has confirmed its intention to provide the financial resources necessary to assist the company meeting its liabilities as and when they fall due to the extent that money is not otherwise available to meet such liabilities.
Based on their review, the Directors are confident that the Group will return to profitability, maintain sufficient working capital, and continue to meet obligations as they fall due. Accordingly, the accounts have been prepared on a going concern basis.
The company is reliant on support from its parent company who has confirmed its intention to provide the financial resources necessary to assist the company meeting its liabilities as and when they fall due to the extent that money is not otherwise available to meet such liabilities.
Based on their review, the Directors are confident that the Group will return to profitability, maintain sufficient working capital, and continue to meet obligations as they fall due. Accordingly, the accounts have been prepared on a going concern basis.
This report was approved by the board and signed on its behalf.
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GILL MARINE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The directors present their report and the financial statements for the year ended 30 September 2024.
The directors who served during the year were:
There have been no significant events affecting the Company since the year end.
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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GILL MARINE HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The directors are responsible for preparing the Strategic report, the Directors' 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 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 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 for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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GILL MARINE HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILL MARINE HOLDINGS LIMITED
We have audited the financial statements of Gill Marine Holdings Limited (the 'Company') for the year ended 30 September 2024, which comprise the Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Equity, and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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GILL MARINE HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILL MARINE HOLDINGS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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GILL MARINE HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILL MARINE HOLDINGS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance;
• the results of our enquiries of management and the directors about their own identification and assessment of the risk of irregularities;
• any matters we identified having obtained and reviewed the Company’s documentation of its policies and procedures relating to:
o identifying, evaluating, and complying with laws and regulations and whether management were aware of any instances of non-compliance;
o detecting and responding to the risk of fraud and whether management had knowledge of actual, suspected, or alleged fraud; and
o the internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.
• the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, which included incorrect recognition of revenue, management override of controls using manual journal entries, and these were identified as the greatest potential area for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102, UK tax legislation and overseas tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These included data protection regulations, health and safety regulations, environmental legislations and employment legislation.
Our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
• enquiring of management and the directors concerning actual and potential litigation claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate
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GILL MARINE HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILL MARINE HOLDINGS LIMITED (CONTINUED)
risks of material misstatement or fraud;
• reading minutes of meetings of management and directors and reviewing correspondence with external parties;
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
• communicating relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
• reading minutes of meetings of management and directors and reviewing correspondence with external parties;
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
• communicating relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Brook House
Winslade Park
Manor Drive
Exeter
EX5 1GD
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GILL MARINE HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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GILL MARINE HOLDINGS LIMITED
REGISTERED NUMBER:08277096
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 19 form part of these financial statements.
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