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ROUTECO LIMITED
Registered number: 01268846
Annual report and financial statements
For the year ended 31 December 2024
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ROUTECO LIMITED
COMPANY INFORMATION
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S Evans (resigned 27 March 2025)
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O Keeler (appointed 5 September 2024)
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Chartered Accountants & Statutory Auditor
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ROUTECO LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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ROUTECO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their Strategic Report for Routeco Limited for the year ended 31 December 2024.
Principal activity
The principal activity of the Company during the year was the sale and distribution of electrical and electronic control products.
The Company is a subsidiary of Sonepar UK Limited, part of the Sonepar Group of companies, headed up by Sonepar SAS (see note 30 for further details).
Global supply chain shocks that occurred in 2021 and 2022 had a severe impact upon the Company. Particularly issues around the availability of semiconductors and other key raw materials leading to product availability issues and delivery delays from key suppliers. This led to a significant backlog of customer orders and stock building up through the year.
The situation eased through 2023 and in the opinion of the Directors, normalised in the Spring of 2024. The rapid unwinding of the supply chain constraints through 2023 led to an extremely strong sales performance in that year, with multiple years worth of orders being fulfilled for certain products and customers in one year.
Following the normalisation of supply chains in early 2024, sales have been lower than 2023 as there is no longer the backlog of fulfilment on top of normal trade within the year. Additionally it became apparent through 2024 that many customers had chosen to stock up on key products during 2023 in order to protect themselves against the risk of further supply chain shocks. This has led to reduced ordering from those customers during 2024 as they consumed the stocks earlier purchased from the Company. There was evidence and feedback that many suppliers had returned their stocks to more normal levels by the end of 2024 and this began to result in increased ordering again.
Against the backdrop of reduced sales, the Company maintained a heightened level of cost control and gross margin focus during the year, in order to maximise the operating profit margin achieved, whilst not harming long term growth prospects.
Inflationary pressures continued through the year, resulting in several manufacturer price changes. The Company has adapted to this and passed on price increases to its customers, in line with competitor activities.
Whilst 2024 sales were below the exceptional result seen in 2023, the Directors are pleased with the performance of the Company and look forward to continued success. The operating profit margin achieved of 9.3% (2023: 12.2%) was a pleasing result and demonstrates the strength of the business.
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ROUTECO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
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The most significant risks faced by the Company are financial and these are discussed in detail in the following section.
The Company can be impacted by shocks to global supply chains, particularly those relating to semiconductors. These can lead to delays in fulfilment of customer orders (impacting sales), followed by spikes of activity as delays unwind. These impacts are seen within the 2022 – 2024 Financial Statements of the Company. It is not always possible for the business to fully mitigate the risks posed by global macroeconomic shocks but nevertheless the Company monitors the global market carefully. Predicted issues can be managed in the short term through advanced stock management but the key mitigation to larger or longer term shocks to supply chains is to work proactively with both customers and suppliers in order to minimise impacts to all.
Following the US Presidential Election in 2024, the USA has implemented a number of import tariffs. The Company has key suppliers that are US based, who in turn have global supply chains that have already been impacted by these tariffs. The situation is fluid to predict but increases to tariffs almost certainly lead to a higher cost of goods purchased for the Company. We maintain close communication with our key suppliers in order to understand potential input price changes. Where possible, these are minimised with our suppliers but the majority of any remaining changes will be passed on to customers.
Financial risk management
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The Company uses various financial instruments, including loans, cash, equity investments, and various items, such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Company's operations.
The main risks arising from the Company's financial instruments are liquidity risk, interest rate risk, and credit risk. The Directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years:
a) Liquidity risk
The Company seeks to manage this risk by careful management of working capital requirements and group cashpool finance availability in order to ensure sufficient liquidity to meet foreseeable needs and to invest cash assets safely and profitably.
b) Interest rate risk
The Company finances its operations through a mixture of retained earnings and liquidity provided by the ultimate parent group.
c) Credit risk
The principal credit risk arises from the Company's trade debtors. In order to manage credit risk the Directors set limits for customers based on a combination of payment history, financial information and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history.
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ROUTECO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Key performance indicators
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Management use a range of performance measures to monitor and manage the business. The Company considers that there are no non-financial key performance indicators.
Financial key performance indicators
The Directors believe the financial key performance indicators of the Company are Gross profit margin (%), Overheads as a % of sales and Operating profit margin.
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Overheads as a % of sales
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Section 172 - Duty to promote the success of the Company
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The Board of Directors of Routeco Limited consider, individually and collectively, that they have acted in a way they consider would be most likely to promote the success of the Company for the benefit of its members as a whole having regard to the stakeholders and matters set out in S172 of the Companies Act 2006 namely:-
(a) the likely consequences of any decision in the long term;
(b) the interests of the Company’s associates;
(c) the need to foster the Company’s business relationships with suppliers, customers and others;
(d) the impact of the Company’s operations on the community and the environment;
(e) the importance of the Company maintaining high standards of business conduct; and
(f) the need to act fairly between members of the Company.
The following summarises how the Directors fulfil their duties:-
Risk Management
It is vital that we effectively identify, evaluate, manage and mitigate the risks we face as a business. For details of the risks and uncertainties and how they are dealt with, see page 1.
Associates
Our associates are fundamental to the long-term success of the business. This is illustrated by:
• A competitive pay and benefits structure, which retains associates but also attracts new talent.
• The health, safety and well-being of our employees is one of our primary considerations in the way we conduct business.
• Communication and consultation procedures exist which aim to ensure that employees are informed about current issues and business performance. This includes monthly update meetings, via Microsoft Teams, with the opportunity to raise questions and provide feedback.
• We also conduct a regular associate survey. As well as internal communication of the responses and action points identified, the survey is reported to Sonepar Group, where the results are compared with other group companies.
Business relationships
It is vital for the success of our business that we maintain and develop strong long-term relationships with our suppliers, customers and business partners.
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ROUTECO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Section 172 - Duty to promote the success of the Company (continued)
We have very regular contact with our key suppliers and co-operate very effectively. This is evidenced by successful partnerships over many years.
Community and environment
Environmental protection and sustainability are an important focus for the Sonepar Group.
We are fully engaged in this program, including:
• Regular discussion at management and board meetings.
• The measurement of CO2 consumption across all areas of the business, with regular reporting of performance.
• The implementation of action plans to achieve the required group targets, including:
- Changes to our company car policy to encourage the use of electric vehicles.
- Working with our suppliers and customers to optimise business processes.
- Using electric vehicles as much as possible in the distribution process.
- Reducing the use of packaging and reusing and recycling packaging.
We actively encourage the participation of associates in social responsibility projects and support charitable organisations.
Events are publicised using our intranet and social media.
Maintaining high standards of business conduct
The Company is fully compliant with the Sonepar Group business conduct and compliance program.
This is very comprehensive and involves:
• A dedicated compliance officer for Sonepar (UK) Limited.
• A training program for all relevant associates.
• Policies and procedures are actively communicated and are available on the intranet.
• Regular group reporting and assessment of our business partners.
• Internal audit visits and internal control assessments.
Members of the Company
The management of the Sonepar Group are appropriately involved in any major decisions made by the Board relating to the current business operations and the future of the Company.
This report was approved by the Board and signed on its behalf by:
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ROUTECO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the audited financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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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 101 ‘Reduced Disclosure Framework’. 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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.
The profit for the year, after taxation, amounted to £9,961k (2023 - £15,197k).
During the year dividends totalling £12m were paid (2023 - £10m). At the year end the Directors do not propose the payment of a further dividend (2023 - £nil).
The Directors who served during the year and to the date of this report were:
S Evans (resigned 27 March 2025)
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O Keeler (appointed 5 September 2024)
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During the year charitable donations to local charitable organisations amounted to £18k (2023 - £11k).
The Company continues to explore opportunities for organic growth and are committed to staff training and development in order to optimise our technical knowledge and customer service levels.
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ROUTECO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Qualifying third party indemnity provisions
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All Directors of the Company benefit from qualifying third-party indemnity provisions, subject to the conditions set out in the Companies Act 2006 which were in place during the financial year and at the date of this report.
Diversity, equity and inclusion
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The Company is committed to embedding diversity and inclusion across the whole organisation, a place where we can all be ourselves. We are committed to providing equal opportunities to all current and prospective employees and will not discriminate based on a person’s race, colour, sex, gender, age, religion, national origin, disability status, sexual orientation, source of income, parental status, or any other protected status and we will strive to build a culture that values meritocracy, openness, fairness, and transparency.
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out above. The financial position of the Company, its cash position and liquidity position are outlined in the Statement of Comprehensive Income and Statement of Financial Position on pages 13 to 15 respectively.
The Company has sufficient financial resources for its operations and, as a consequence, the Directors believe that the Company is well placed to manage its business risks. The Directors have seen a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, the Company continues to adopt the going concern basis of accounting in preparing the annual financial statements.
Streamlined energy and carbon reporting ("SECR")
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The Companies Act 2006 (Strategic Report and Directors’ Report) Regulation 2018 mandates Routeco to disclose annual UK energy consumption and Greenhouse Gas (GHG) emissions from SECR regulated sources.
The reported data complies with SECR requirements and is calculated per the GHG Protocol and SECR guidelines. Energy and GHG emissions are reported from buildings and transport under operational control, including electricity, natural gas, and business travel in company-owned or grey fleet vehicles. The table below details the regulated SECR energy and GHG emission sources for the current reporting period:
Routeco is committed to reducing its environmental impact and contribution to climate change through continuous improvement processes. LED lighting upgrades have been gradually implemented throughout the remaining office and warehouse areas. The target is to achieve 100% LED lighting solutions and we have implemented a EMS to accurately measure our energy data but also pinpoint any improvement areas.
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ROUTECO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
In 2026 we will be moving into a BREAAM certified building which will see a large deduction our Energy usage. Investment in solar panels will offer significant Scope 2 electricity savings.
We recognise the importance of Electric Vehicles (EV’s) in transitioning to a low-carbon economy. To make EVs more accessible, Routeco has increasing charge points for employees and visitors. We've also introduced an Electric Car Salary Sacrifice scheme to make EVs more attractive to employees. We are seeing a significant rise in EV orders, which has reduce our emissions especially our diesel usage. This year, emissions from company cars have decreased due to a small reduction in reported mileage magnified by the transition to having more electric cars.
Data Records & Methodology
Electricity and natural gas disclosures are based on energy consumption from meter readings and supplier invoices. This consumption is converted to GHG emissions using 2024 BEIS-published conversion factors. Transport disclosures are calculated from business mileage expense records, with mileage converted to GHG emissions using the latest BEIS factors. Due to the lack of specific vehicle information, a medium vehicle conversion rate was applied.
Matters covered in the Strategic Report
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As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups (accounts and reports) Regulations 2008 certain matters which are required to be disclosed in the Directors’ Report have been omitted as they are included in the Strategic Report instead. These matters relate to financial risk management.
Economic impact of global events
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UK businesses are currently facing many uncertainties, environmental sustainability and geopolitical events. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Disclosure of information to auditors
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
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ROUTECO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the Board and signed on its behalf by:
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ROUTECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROUTECO LIMITED
Opinion
We have audited the financial statements of Routeco Limited ("the Company") for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and Notes to the financial statements, including material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (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 December 2024 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the "Auditor’s responsibilities for the audit of the financial statements" section of our report. We are independent of the 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.
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ROUTECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROUTECO LIMITED
Other information
The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor’s Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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 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.
Matters on which we are required to report by exception
In 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; and
∙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 set out on page 5, 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.
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ROUTECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROUTECO LIMITED
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
• Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
• Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
• Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
• Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
In addition, we evaluated the Directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the occurrence assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
• Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
• Gaining an understanding of the internal controls established to mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud;
• Assessing the posting formats for revenue journals and making enquiries of management regarding the unusually formatted journals; and
• Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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ROUTECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROUTECO LIMITED
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s Report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Yuvan Deena (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
12 December 2025
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ROUTECO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 17 to 37 form part of these financial statements.
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ROUTECO LIMITED
REGISTERED NUMBER: 01268846
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provision for liabilities
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ROUTECO LIMITED
REGISTERED NUMBER: 01268846
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
The notes on pages 17 to 37 form part of these financial statements.
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ROUTECO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Dividends: Equity capital
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Dividends: Equity capital
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Routeco Limited ("the Company") is a private company limited by shares, registered and incorporated in England and Wales. Company registered number 01268846. The address of its registered office is Davy Avenue, Knowlhill, Milton Keynes, MK5 8HJ.
These financial statements have been presented in Pounds Sterling (£), this being the functional currency of the Company and currency of the primary economic environment in which the Company operates.
Monetary amounts included in these financial statements are rounded to the nearest thousand (£000).
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 13 Fair Value Measurement: Disclosures
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 to present comparative information in respect of paragraphs 53(a), (h) and (j) of IFRS 16 Leases
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1.
∙the requirements of paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 to disclose related party transactions entered into between two or more memebers of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Otra NV as at 31 December 2024 and these financial statements may be obtained from Bovenkerkerweg, 10-12, Amstelveen, I185XE.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Exemption from preparing consolidated financial statements
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The Company is itself a subsidiary company of Otra NV and is therefore exempt from the requirement to prepare consolidated financial statements by virtue of Section 401 of the Companies Act 2006. These financial statements therefore present information about the Company as an individual undertaking and not about its group.
The financial statements have been prepared on the going concern basis. The Directors expect the Company to have adequate funds available from reserves and current trading activities to enable it to continue as a going concern for the foreseeable future, as considered in the Directors' Report.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Pounds Sterling (£).
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period-end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when the fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales.
Sale of goods
Revenue from the sale of goods is recognised when performance obligations are satisfied, typically upon the transfer of control of the goods to the customer, as specified in the contract.
A receivable is recognised at the point of delivery, when the consideration becomes unconditional and payment is due solely by the passage of time. Where payment is received in advance of performance, a contract liability is recognised until the obligation is satisfied. Conversely, where performance precedes invoicing, a contract asset is recognised.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company sells products with a right of return where any issues are reported within 3 days of the delivery of the product. Therefore, a refund liability (included in creditors: amounts falling due within one year) and a right to the returned goods (included in trade and other receivables) are recognised for the products expected to be returned. Accumulated experience is used to estimate such returns at the time of sale at a portfolio level. Because the number of products returned has been steady for years, it is highly probable that a significant reversal in the cumulative revenue recognised will not occur. The validity of this assumption and the estimated amount of returns are reassessed at each reporting date.
The Company's obligation to report or replace faulty products under the standard warranty terms is not recognised as a provision because the Company has "back-to-back" warranties in place with its suppliers.
Rendering of services
Revenue from service contracts is recognised over time as performance obligations are satisfied, measured by progress towards completion in accordance with the terms of the customer contract.
The Company as a lessee
The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
∙fixed lease payments (including in-substance fixed payments), less any lease incentives;
∙variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
∙the amount expected to be payable by the lessee under residual value guarantees;
∙the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
∙payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is included in 'Creditors' on the Statement of Financial Position.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, less any lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Tangible Fixed Assets' line in the Statement of Financial Position.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.12.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.
Interest income is recognised in the profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Tangible assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Office equipment, fixtures & fittings
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shorter of useful life and lease term
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible assets (continued)
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Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in Statement of Comprehensive Income.
The depreciation expense is charged to administrative expenditure within the Statement of Comprehensive Income.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
Financial assets are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument.
Financial assets are initially measured at fair value, except for trade receivables which are measured at transaction price. Transaction costs directly attributable to the acquisition of financial assets (other than financial assets at fair value through profit or loss) are deducted from the fair value of the financial asset. Transaction costs directly attributable to the acquisition of financial assets at fair value through profit or loss are expensed to the Statement of Comprehensive Income.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Classification and subsequent measurement
The Company classifies its financial assets in the following measurement categories:
- Amortised cost;
- Fair value through other comprehensive income (FVTOCI); or
- Fair value through the profit or loss (FVTPL).
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on their classification
Financial assets measured at amortised cost
Financial assets are subsequently measured at amortised cost using the effective interest rate method when both of the following criteria are met:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Derecognition
The Company derecognises the financial asset when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.
Financial assets are also derecognised when the Company has no reasonable expectation of recovering the financial asset. Indicators of where there is no reasonable expectation of recovery include indicators of a counterparty’s inability to pay.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost. Financial assets recognised at amortised cost include amounts owed by group undertakings.
The Company assesses on both a forward looking and historical basis the expected credit loss “ECL” associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. At each reporting date, the Company assesses whether financial assets carried at amortised have significantly increased in credit risk
The Company considers a financial asset to be in default when:
• The borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held); or
• The financial asset is more than 30 days past due.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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The ECL is a probability - weighted estimate of credit losses. Credit losses are measured as the present value of all shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Expected credit loss allowances are measured on either of the following bases:
• 12 month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and
• Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.
The carrying amount is reduced directly by the impairment loss.
Financial liabilities
Financial liabilities comprise amounts owed to the parent company.
Financial liabilities are obligations to pay cash or other financial assets and are recognised in the Statement of Financial Position when, and only when, the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities are initially recognised at fair value adjusted for any directly attributable transaction costs.
After initial recognition, financial liabilities are measured at amortised cost using the effective interest method, with interest-related charges recognised as an expense in finance costs.
A financial liability is derecognised only when the contractual obligation is extinguished, that is, when the obligation is discharged, cancelled or expires.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Dividends are recognised as other income in profit or loss when the right to receive payment is established; it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of the dividend can be measured reliably.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company's accounting policies, the Directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The Directors' estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of revision and future periods, if the revision affects both current and future periods.
Critical judgements in applying the Company's accounting policies
The critical judgements that the Directors have made in the process of applying the Company's accounting policies that have had the most significant effect on the amounts recognised in the financial statements are discussed below:
(i) Impairment of investments
The Company holds investments in fellow group undertakings which are reviewed for impairment on a regular basis. The carrying value of the investments is compared to its expected discounted future cashflows and an impairment recognised in profit or loss where appropriate.
(ii) Expected credit loss
The Company maintains an expected credit loss based upon ageing of receivables balances.
Key sources of estimation uncertainty
The key sources of estimation uncertainty, that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(i) Stock provision
The Company provides for stock deemed to be obsolete. The provision is based on the ratio of historical information of sales and usages compared to quantities of stock held.
The whole of the revenue is attributable to the principal activity of the business.
Analysis of revenue by country of destination:
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the Company obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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Fees payable to the Company's auditor in respect of:
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Taxation compliance services
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All non-audit services not included above
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Depreciation of tangible assets
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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Management and administration
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 3 Directors (2023 - 2) in respect of defined contribution pension schemes.
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The highest paid Director received remuneration of £240k (2023 - £281k).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £20k (2023 - £27k).
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During the year 1 director received shares under the long-term incentive schemes (2023 - 1)
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Dividends received from investments
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Interest receivable and similar income
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Other interest receivable
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Interest payable and similar expenses
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Finance charge relating to IFRS 16 liabilities (note 23)
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Current tax on profits for the year
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Adjustments in respect of previous periods
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
13.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Remeasurement of deferred tax for changes in tax rates
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Other differences leading to an increase in the tax charge
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Total tax charge for the year
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Factors that may affect future tax charges
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There are no factors that may affect future tax charges.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Office equipment, fixtures & fittings
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The Company leases land and buildings with lease terms ranging from 3 - 10 years.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Routeco Gesmbh, Egger-Lienz-Straße 10, 4050 Traun, Austria
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Sale and distribution of electrical and electronic control products
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During the year, inventory write-offs totalling £140k were recognised as an expense within the Statement of Comprehensive Income (2023 - £162k).
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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The Company does not consider that it is materially exposed to credit risk given the Company's review of each trade receivable's financial condition and historical records of actual credit loss and amounts past due.
Amounts owed by group undertakings are unsecured, and bears interest at the prevailing bank index rate for the respective currencies plus a margin. These amounts are repayable within 12 months.
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Cash and cash equivalents
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Lease liabilities (note 23)
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Accruals and deferred income
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Trade creditors and accrued expenses mainly comprise of amounts owed for trading purchases and associated costs.
Amounts owed to group undertakings are unsecured, and bears interest at the prevailing bank index rate for the respective currencies plus a margin. These amounts are repayable within 12 months.
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Creditors: Amounts falling due after more than one year
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Lease liabilities (note 23)
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Group Personal Pension
The Company operates a group personal pension plan. At the year end, the balance owed by the Company was £nil (2023 - £nil).
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Future minimum lease payments for:
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Interest payable in relation to the lease liabilities totalled £104k (2023 - £57k).
The total cash outflow for leases in 2024 was £642k (2023 - £604k).
Management considers the impact of discounting to be immaterial. The present value of minimum lease payments is not materially different from the values presented above.
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Other short term timing differences
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charged to profit or loss
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As part of the Company's leasing arrangements there are "make-good" obligations. These obligations arise as leases are exited. The provision is based on estimated costs to fulfil these obligations as and when the associated leases end.
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20,000,000 (2023 - 20,000,000) Ordinary shares of £0.10 each
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Allotted, called up and fully paid
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10,195,000 (2023 - 10,195,000) Ordinary shares of £0.10 each
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The ordinary shares have a par value of £0.10 per share (2023 - £0.10 per share) and are fully paid. These shares carry no right to fixed income or have any preference or restrictions attached to them.
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Share premium account
The Share premium reserve represents the consideration that has been received in excess of the nominal value of an issue of new ordinary shares.
Retained earnings
Retained earnings represents the cumulative profits and losses of the Company, less the payment of dividends.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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The entity has taken exemption from IAS 24 Related Party Transactions under Financial Reporting Standard 101 to disclose related party transactions between wholly owned members.
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The Company had transactions in the year with the following related parties:
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Sonepar SAS (Ultimate parent company)
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Sonepar UK Limited (Parent company)
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Autologic Systems Limited (Fellow subsidiary)
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The Company had the following balances at the year end with related parties:
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Trade and other receivables due from fellow subsidiaries
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Trade and other payables due to fellow subsidiaries
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Trade and other receivables due from parent companies
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Trade and other payables due to parent companies
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Post balance sheet events
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There have been no significant events affecting the Company since the year end which requires
disclosure within these financial statements.
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ROUTECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate parent company is Sonepar UK Limited and the ultimate parent company and controlling party is Sonepar SAS, a company incorporated in France.
Sonepar SAS is the parent undertaking of the largest group for which consolidated financial statements are prepared. The registered office of Sonepar SAS from which financial statements can be obtained is: 25 Rue D'Astorg, 75008, Paris, France.
Otra NV, a company incorporated in Netherlands, is the parent undertaking of the smallest group for which consolidated financial statements are prepared. The registered office of Otra NV and address from which consolidated financial statements can be obtained from is: Bovenkerkerweg, 10- 12, Amstelveen, l 185XE.
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