| Courtney & Nelson Limited |
|
| Strategic Report |
|
| Period ended 31 January 2025 |
|
| Introduction |
| The director presents his strategic report of the company for the period ended 31 January 2025. |
|
| Principal Activities |
| The principal activity of the business is the distribution of confectionery, tobacco and grocery products. |
|
| Business Review |
| The company continued to operate as a wholesale distributor of confectionery, tobacco, soft drinks, and related products throughout the year. Trading conditions remained competitive, with margin pressures across most product categories due to ongoing cost inflation and changes in consumer demand patterns. Despite these challenges, turnover increased compared with the prior year, supported by stable relationships with key retail and convenience customers and effective management of supplier terms. The company remains focused on maintaining operational efficiency, controlling overhead costs, and strengthening the company’s market position through reliable service and a diverse product range. The business generated satisfactory cash flows during the period, and the director considers the overall financial position at year end to be sound. |
|
| Principal risks and uncertainties |
| The company operates in a highly competitive wholesale market where profitability is sensitive to fluctuations in supplier pricing, consumer demand, and the regulatory environment surrounding tobacco products. Changes in government policy, excise duties, or public health legislation could have a material impact on sales volumes and margins in the tobacco category. In addition, continued cost inflation and volatility in fuel and distribution expenses present ongoing operational risks. The company also remains exposed to credit risk from its customer base, particularly within the independent retail sector. Management actively monitors these risks through regular review of credit exposure, close control of stock levels, and maintenance of strong supplier and customer relationships. The director believes that the company’s established market position and prudent financial management mitigate these risks as far as practicable. |
|
| Development and performance |
| The company achieved steady growth during the year, with an increase in turnover reflecting both consistent demand from existing customers and the development of new trading relationships. The directors focused on consolidating the company’s market position and improving operational efficiency. During the year, additional staff were appointed in key areas of sales, administration, and warehouse operations, strengthening the overall capability of the team. The directors are encouraged by the progress made and consider the company well placed to deliver further sustainable growth in the coming year. |
|
| Going concern |
| The director has reviewed the company’s financial position, trading performance, and cash flow forecasts, and is satisfied that the business remains financially robust and well managed. Based on current and projected levels of activity, the director is confident that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis. |
|
|
| This report was approved by the board of directors on 29 October 2025 and signed on behalf of the board by: |
|
|
|
| Mr P M Allen |
| Director |
|
| Registered office: |
| 73 Boucher Crescent |
| Belfast |
| Northern Ireland |
| BT12 6HU |
|
| 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 director is 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 the audit: |
|
| ● |
the information given in the strategic report and the director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
| ● |
the strategic report and the director's report have been prepared in accordance with applicable legal requirements. |
|
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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 director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends 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. |
|
| 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: |
|
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
|
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with the director and other management, and from our commercial knowledge and experience of the confectionery wholesale sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
|
| We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| Courtney & Nelson Limited |
|
| Notes to the Accounts |
|
| Period ended 31 January 2025 |
|
| 1 |
General information |
|
The company is a private company limited by shares, registered in Northern Ireland. The address of the registered office is 73 Boucher Crescent, Belfast, Northern Ireland, BT12 6HU. |
|
|
Statement of compliance |
|
These financial statements have been prepared in compliance with FRS 102, "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
|
| 2 |
Summary of significant accounting policies |
|
|
Basis of preparation |
|
The financial statements have been prepared under the historical cost basis , as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through the profit and loss. |
|
|
The financial statements are prepared in sterling, which is the functional currency of the entity. |
|
|
Going concern |
|
The director has reviewed the company’s financial position, trading performance, and cash flow forecasts, and is satisfied that the business remains financially robust and well managed. Based on current and projected levels of activity, the director is confident that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.
|
|
|
Judgements and key sources of estimation uncertainty |
|
The preparation of the financial statements requires management to make judgements, estimates and assumptions that reflect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
|
|
In preparing these financial statements, the directors have made the following judgements: |
|
|
- Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. |
|
|
Revenue recognition |
|
Turnover is measured at the fair value of the consideration received or receivable for goods supplied or services rendered, net of discounts and Value Added Tax. |
|
|
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. |
|
|
Tangible assets |
|
Fixtures and fittings |
12.5% reducing balance |
|
|
Impairment of fixed assets |
|
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. |
|
|
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. |
|
|
Trade and other debtors |
|
Trade and other debtors that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment. Those that are receivable after more than one year or that constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment. |
|
|
Cash and cash equivalents |
|
Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks and other short-term high liquidity investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings or current liabilities. |
|
|
Trade and other creditors |
|
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of the discounting would be immaterial, in which case they are stated at cost. |
|
|
Stocks |
|
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Costs, which comprise direct production costs and an appropriate allocation of production overheads, are based on the method most appropriate to the type of inventory class, but usually on a first-in-first-out basis. Net realisable value is based on the estimated selling price less any estimated completion or selling costs. |
|
|
Income tax |
|
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. |
|
|
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. |
|
|
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. |
|
|
Provisions |
|
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. |
|
|
Provisions are initially measured at the best estimate of the amount requires to settle the obligation at the reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in the profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in the profit or loss in the period it arises. |
|
|
Financial instruments |
|
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. |
|
|
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
|
|
Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction.
At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
|
|
Pensions |
|
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. |
|
| 3 |
Analysis of turnover |
2025 |
|
2023 |
| £ |
£ |
|
|
Sale of goods |
22,271,533 |
|
20,128,302 |
|
|
|
|
|
|
|
|
|
|
|
No analysis of turnover by geographical area has been provided as, in the opinion of the director,such disclosure would be seriously prejudicial to the interests of the company. |
|
|
| 4 |
Operating profit |
2025 |
|
2023 |
| £ |
£ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
217,472 |
|
155,881 |
|
Operating lease rentals - land and buildings |
38,458 |
|
35,500 |
|
Auditors' remuneration for audit services |
10,000 |
|
6,400 |
|
|
|
|
|
|
|
|
|
|
| 5 |
Director's emoluments |
2025 |
|
2023 |
| £ |
£ |
|
|
Emoluments |
14,352 |
|
14,352 |
|
|
|
|
|
|
|
|
|
|
|
|
Number of directors to whom retirement benefits accrued: |
2025 |
|
2023 |
| Number |
Number |
|
|
Defined contribution plans |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
| 6 |
Staff costs |
2025 |
|
2023 |
| £ |
£ |
|
|
Wages and salaries |
1,159,656 |
|
1,080,119 |
|
Temporary staff costs |
104,569 |
|
112,494 |
|
Social security costs |
10,858 |
|
10,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,275,083 |
|
1,202,650 |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
2025 |
|
2023 |
| Number |
Number |
|
|
Administration |
5 |
|
4 |
|
Development |
5 |
|
5 |
|
Distribution |
22 |
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
32 |
|
|
|
|
|
|
|
|
|
|
| 7 |
Taxation |
2025 |
|
2023 |
| £ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
478,220 |
|
358,954 |
|
Adjustments in respect of previous periods |
48,190 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
526,410 |
|
358,954 |
|
|
Deferred tax: |
|
Origination and reversal of timing differences |
24,212 |
|
(22,110) |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
550,622 |
|
336,844 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2025 |
|
2023 |
| £ |
£ |
|
Profit on ordinary activities before tax |
1,949,972 |
|
992,553 |
|
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
25% |
|
25% |
|
| £ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
487,493 |
|
248,138 |
|
|
Effects of: |
|
Capital allowances for period in excess of depreciation |
(95) |
|
26,904 |
|
Gains not taxable |
- |
|
(636) |
|
Adjustments to tax charge in respect of previous periods |
48,190 |
|
101,352 |
|
Profit on sale of fixed assets |
(9,178) |
|
- |
|
Change in corporation tax rate |
- |
|
(16,804) |
|
|
|
|
|
|
|
|
|
|
|
Current tax charge for period |
526,410 |
|
358,954 |
|
|
|
|
|
|
|
|
|
|
| 8 |
Tangible fixed assets |
|
|
Leasehold improvements |
|
Plant and machinery etc |
|
Motor vehicles |
|
Total |
|
|
At cost |
|
At cost |
|
At cost |
| £ |
£ |
£ |
£ |
|
Cost or valuation |
|
At 1 January 2024 |
1,572,896 |
|
105,202 |
|
913,514 |
|
2,591,612 |
|
Additions |
- |
|
5,523 |
|
471,024 |
|
476,547 |
|
Disposals |
- |
|
(67,201) |
|
(420,256) |
|
(487,457) |
|
|
|
|
|
|
|
|
|
|
|
At 31 January 2025 |
1,572,896 |
|
43,524 |
|
964,282 |
|
2,580,702 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 January 2024 |
251,665 |
|
72,814 |
|
530,925 |
|
855,404 |
|
Charge for the period |
29,260 |
|
16,349 |
|
171,863 |
|
217,472 |
|
On disposals |
- |
|
(69,677) |
|
(304,444) |
|
(374,121) |
|
|
|
|
|
|
|
|
|
|
|
At 31 January 2025 |
280,925 |
|
19,486 |
|
398,344 |
|
698,755 |
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
At 31 January 2025 |
1,291,971 |
|
24,038 |
|
565,938 |
|
1,881,947 |
|
|
At 31 December 2023 |
1,321,231 |
|
32,388 |
|
382,589 |
|
1,736,208 |
|
|
|
|
|
|
|
|
|
|
|
| 9 |
Stocks |
2025 |
|
2023 |
| £ |
£ |
|
|
Finished goods and goods for resale |
1,555,570 |
|
1,507,972 |
|
|
|
|
|
|
|
|
|
|
| 10 |
Debtors |
2025 |
|
2023 |
| £ |
£ |
|
|
Trade debtors |
1,237,512 |
|
1,009,127 |
|
Other debtors |
1,169,086 |
|
326,141 |
|
Prepayments and accrued income |
130,136 |
|
44,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,536,734 |
|
1,379,443 |
|
|
|
|
|
|
|
|
|
|
| 11 |
Creditors: amounts falling due within one year |
2025 |
|
2023 |
| £ |
£ |
|
|
Trade creditors |
1,575,822 |
|
1,598,749 |
|
Corporation tax |
238,264 |
|
257,602 |
|
PAYE |
39,726 |
|
39,591 |
|
Other taxes and social security costs |
138,590 |
|
111,104 |
|
Other creditors |
6,390 |
|
60,829 |
|
Accruals and deferred income |
92,642 |
|
173,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,091,434 |
|
2,241,114 |
|
|
|
|
|
|
|
|
|
|
|
Ulster Bank Limited hold a fixed and floating charge. The floating charge covers all the property or undertaking of the company. |
|
|
On 10 February 2025 Upstream Working Capital Ltd registered a fixed and floating charge over the company. The floating charge covers all the property or undertaking of the company. |
|
| 12 |
Deferred taxation |
2025 |
|
2023 |
| £ |
£ |
|
|
Accelerated capital allowances |
46,849 |
|
22,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
22,637 |
|
44,747 |
|
Charged/(credited) to the profit and loss account |
24,212 |
|
(22,110) |
|
|
|
|
|
|
|
|
|
|
|
At 31 January |
46,849 |
|
22,637 |
|
|
|
| 13 |
Share capital |
Nominal |
|
2025 |
|
2025 |
|
2023 |
| value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£1 each |
|
|
|
2,109 |
|
2,109 |
|
|
|
|
|
|
|
|
|
|
|
| 14 |
Share premium |
2025 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
1,199,923 |
|
1,199,923 |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 January |
1,199,923 |
|
1,199,923 |
|
|
|
|
|
|
|
|
|
|
|
| 15 |
Profit and loss account |
2025 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
4,885,889 |
|
4,521,283 |
|
Profit for the period |
1,399,350 |
|
655,709 |
|
Shares redeemed |
- |
|
(4,000) |
|
Dividends |
(116,500) |
|
(287,103) |
|
|
|
|
|
|
|
|
|
|
|
At 31 January |
6,168,739 |
|
4,885,889 |
|
|
|
|
|
|
|
|
|
|
| 16 |
Reconciliation of net funds |
|
|
1 January 2024 |
Cash flows |
|
Non-cash changes |
|
31 January 2025 |
| £ |
£ |
£ |
£ |
|
|
Cash and cash equivalents |
3,728,049 |
|
(193,246) |
|
- |
|
3,534,803 |
|
|
|
|
|
|
|
|
|
|
|
Net funds |
3,728,049 |
|
(193,246) |
|
- |
|
3,534,803 |
|
|
|
|
|
|
|
|
|
|
|
| 17 |
Dividends |
2025 |
|
2023 |
| £ |
£ |
|
|
Dividends on ordinary shares (note 15) |
116,500 |
|
287,103 |
|
|
|
|
|
|
|
|
|
|
| 18 |
Other financial commitments |
|
|
Total future minimum lease payments under non-cancellable operating leases: |
|
|
|
Land and buildings |
|
Land and buildings |
Other |
Other |
|
|
2025 |
|
2023 |
|
2025 |
|
2023 |
| £ |
£ |
£ |
£ |
|
Falling due: |
|
within one year |
165,500 |
|
35,500 |
|
- |
|
- |
|
within two to five years |
520,000 |
|
- |
|
- |
|
- |
|
in over five years |
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
685,500 |
|
35,500 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
| 19 |
Loans to/(from) directors |
|
Description and conditions |
B/fwd |
Paid |
Repaid |
C/fwd |
| £ |
£ |
£ |
£ |
|
Mr D & Mrs P McWilliams |
|
Interest free loan repayable on demand |
(54,439) |
|
343,921 |
|
- |
|
289,482 |
|
|
|
|
|
|
|
|
|
|
|
|
(54,439) |
|
343,921 |
|
- |
|
289,482 |
|
|
|
|
|
|
|
|
|
|
|
| 20 |
Controlling party |
|
|
Mr D & Mrs P McWilliams were deemed to be the controlling party of the company due to their shareholder and being directors. However, Mr P Allen is now deemed to be the controlling party as he is now sole director of the company. The majority shareholder of the company is Verona Advisory Limited (a company wholly owned by Mr P Allen). |
|
| 21 |
Events after the balance sheet date |
|
|
On 10 February 2025 the company was acquired by Verona Advisory Limited, a company wholly owned by the director, Mr Paul Allen. This is a positive acquisition with a strong strategic fit that will support the company's continued growth and stability. |
|
| 22 |
Presentation currency |
|
|
The financial statements are presented in Sterling. |
|
| 23 |
Legal form of entity and country of incorporation |
|
|
Courtney & Nelson Limited is a private company limited by shares and incorporated in Northern Ireland. |
|
| 24 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
73 Boucher Crescent |
|
Belfast |
|
Northern Ireland |
|
BT12 6HU |