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ROUTECO GROUP HOLDINGS LIMITED
Registered number: 07264575
Annual report and financial statements
For the year ended 31 December 2024
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ROUTECO GROUP HOLDINGS LIMITED
COMPANY INFORMATION
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A Neocleous (resigned 9 September 2025)
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J Malassigne (resigned 9 September 2025)
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L Gonnet Marillier (appointed 9 September 2025)
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T Van Vroonhoven (appointed 9 September 2025)
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Chartered Accountants & Statutory Auditor
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ROUTECO GROUP HOLDINGS LIMITED
CONTENTS
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Independent Auditors' Report to the members of Routeco Group Holdings Limited
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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 GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their Strategic Report for Routeco Group Holdings Limited for the year ended 31 December 2024.
The Company primarily exists as a holding entity for the Routeco group ("the Group"). As such it has no employees, other than the Directors, or operations of its own. The value of the business derives from the performance of it’s investments in the Routeco group of companies. The Directors monitor the performance of these investments and have been satisfied with their performance this year. Further detail of this is given in note 15.
Principal risks and uncertainties
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The Group uses various financial instruments, including intercompany 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 Group's operations.
The main risks arising from the Group'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 Group seeks to manage this risk by careful management of working capital requirements to ensure sufficient liquidity to meet foreseeable needs and to invest cash assets safely and profitably.
b) Interest rate risk
The Group finances its operations through a mixture of retained profits and intercompany borrowings.
c) Credit risk
The principal credit risk arises from the Group'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.
Key performance indicators
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The Company's key performance indicator is the profitability and impairment status of its investments. The Company's investments continue to be profit-generating and remain unimpaired. Refer to note 15.
Other key performance indicators
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The Group closely monitors customer service levels across all departments and business units, setting targets for continuous improvement and looking for innovative ways to surpass customer expectations at all times.
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ROUTECO GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group 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.
Section 172 - Duty to promote the success of the Company and its subsidiaries
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The Board of Directors of Routeco Group Holdings 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 and its subsidiaries 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 and its subsidiaries associates;
(c) the need to foster the Company and its subsidiaries business relationships with suppliers, customers and others;
(d) the impact of the Company and its subsidiaries operations on the community and the environment;
(e) the importance of the Company and its subsidiaries maintaining high standards of business conduct; and
(f) the need to act fairly between members of the Company and its subsidiaries.
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.
We have very regular contact with our key suppliers and co-operate very effectively. This is evidenced by successful partnerships over many years.
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ROUTECO GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Section 172 - Duty to promote the success of the Company and its subsidiaries (continued)
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 optimize 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 and its subsidiaries are 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 and its subsidiaries
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 and its subsidiaries.
This report was approved by the board and signed on its behalf.
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D Amps
Director
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ROUTECO GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The principal activity of the Company continues to be that of a holding company.
The profit for the year, after taxation, amounted to £12,314k (2023 - £10,187k).
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:
A Neocleous (resigned 9 September 2025)
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J Malassigne (resigned 9 September 2025)
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D Amps
L Gonnet Marillier (appointed 9 September 2025)
T Van Vroonhoven (appointed 9 September 2025)
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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;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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ROUTECO GROUP HOLDINGS 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.
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 and future developments.
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.
Economic impact of global events
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UK businesses are currently facing many uncertainties such as the consequences of 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.
Events subsequent to the reporting date
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There are no events subsequent to the reporting date that require disclosure in these financial statements.
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ROUTECO GROUP HOLDINGS 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.
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D Amps
Director
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ROUTECO GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROUTECO GROUP HOLDINGS LIMITED
Opinion
We have audited the financial statements of Routeco Group Holdings 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 GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROUTECO GROUP HOLDINGS 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and 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 and Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' responsibilities statement set out on page 4, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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ROUTECO GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROUTECO GROUP HOLDINGS 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 the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the 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 and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
• Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
• Gaining an understanding of the internal controls established to mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud; and
• Addressing the risks of fraud through management override of controls by performing journal entry
testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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ROUTECO GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROUTECO GROUP HOLDINGS LIMITED
Auditor's responsibilities for the audit of the financial statements (continued)
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 GROUP HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Administrative income/(expense)
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Income from participating interests
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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 14 to 24 form part of these financial statements.
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ROUTECO GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 07264575
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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The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
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D Amps
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The notes on pages 14 to 24 form part of these financial statements.
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ROUTECO GROUP HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Total comprehensive income for the year
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Total comprehensive income for the year
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ROUTECO GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Routeco Group Holdings Limited ("the Company") is a private company limited by shares, registered and incorporated in England and Wales, company registered number 07264575. 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 7 Financial Instruments: Disclosures
• the requirements of paragraphs 30 and 31 in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors regarding disclosure of new IFRS standards not yet effective at the reporting date and their potential impact;
• 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 Presentation of Financial Statements;
• the requirements of IAS 7 Statement of Cash Flows;
• the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions
entered into between two or more members of a group, provided that any subsidiary which is
a party to the transaction is wholly owned by such a member
• the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to provide comparative period reconciliations in respect of intangible assets;
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 Bovenkerweg, 10-12, Amstelveen, I185XE.
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Exemption from preparing consolidated financial statements
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The Company is itself a subsidiary company of Otra NV as at 31 December 2024 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.
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ROUTECO GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
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.
The estimated useful lives range as follows:
Investments in subsidiaries are measured at cost less accumulated impairment.
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ROUTECO GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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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. Cash pooling accounts with a surplus balance are presented as cash equivalents. Cash pooling accounts with a negative balance are shown within creditors in current liabilities in the Statement of Financial Position.
Financial assets
Recognition and initial measurement
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.
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.
Financial assets measured at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the Statement of Financial Position at fair value with net changes in fair value recognised in the Statement of Comprehensive Income.
This includes derivative instruments which the Company had not irrevocably elected to classify at fair value through other comprehensive income.
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ROUTECO GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition
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.
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 cash pooling and other amounts owed to group undertakings.
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.
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ROUTECO GROUP HOLDINGS 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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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.
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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:
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.
Key sources of estimation uncertainty
Certain inputs to the investment impairment review are subject to estimation uncertainty. Impairment reviews are carried out based upon the present value of expected future cashflows from each investment. The forecast cash generated by each investment is a key variable that is subject to estimation. Other variables that are sources of uncertainty are: long term growth rates (range 0-3%) and a discount rate utilised of 9.6%. No terminal values of investments are included.
There are no other key sources of estimation uncertainty that have a risk of causing an adjustment to the carrying amounts of assets and liabilities within the next financial year.
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ROUTECO GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Intercompany balance write-off
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The operating profit is stated after charging/(crediting):
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Amortisation of intangible assets
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Intercompany balance write-off
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The audit fee was borne by the trading subsidiary, Routeco Limited, for 2024 and 2023.
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Interest receivable and similar income
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Intercompany interest receivable
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Interest payable and similar expenses
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Intercompany interest payable
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The Directors remuneration is paid by other group companies for which no recharge is made to the Company (2023 - £nil).
The Company has no employees, other than the Directors. Refer to note 9.
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ROUTECO GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Income from participating interests
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Current tax on profits for the year
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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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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 GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ROUTECO GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Everdongenlaan 23, 2300 Turnhout, Belgium
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Electrical Components Distribution
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Achtseweg Noord 9-11, 5651 GG Eindhoven, Netherlands
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Electrical Components Distribution
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Davy Avenue Knowlhill
Milton Keynes United
Kingdom, MK5 8HJ
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Electrical Components Distribution
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Egger-Lienz-Straße 10, 4050 Traun, Austria
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Sale and distribution of electrical and electronic control products
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Autologic Holdings Limited
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Davy Avenue Knowlhill
Milton Keynes United
Kingdom, MK5 8HJ
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Autologic Systems Limited
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Davy Avenue Knowlhill
Milton Keynes United
Kingdom, MK5 8HJ
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Supply chain software and services
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Industriestrasse 38, 3175 Flamatt, Switzerland
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Electrical Components Distribution
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ROUTECO GROUP HOLDINGS 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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Cashpooling balances owed by group undertakings
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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.
In the prior year, cash pooling accounts with a positive balance were incorrectly classified as cash and cash equivalents rather than being presented within trade debtors. A prior period adjustment has been recognised to correct the accounting retrospectively. The adjustment increases amounts owed by group undertakings by £3,589k with a corresponding reduction in cash and cash equivalents, with no impact on the net asset position.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Cash pooling balances owed to group undertakings
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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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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ROUTECO GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Authorised, allotted, called up and fully paid
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15,000,000 (2023 - 15,000,000) A Ordinary shares of £0.01 each
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700,000 (2023 - 700,000) B Ordinary shares of £0.01 each
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40,000 (2023 - 40,000) C Ordinary shares of £1.00 each
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The A and B ordinary shares have a par value of £0.01 per share (2023 - £0.01 per share) and are fully paid. The C ordinary shares have a par value of £1.00 per share (2023 - £1.00 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 on issue of new ordinary shares.
Retained earnings
Retained earnings represent the cumulative profits and losses of the Company, less the payment of
dividends.
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Related party transactions
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The Company has taken advantage of the exemption permitted by paragraph 8(k) of FRS 101 not to provide disclosures of transactions entered into with other wholly owned members of the Group.
There were no transactions with key management personnel (2023 - £nil).
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Events subsequent to the reporting date
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There are no events subsequent to the reporting date that require disclosure in these financial statements.
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 the Netherlands, is the parent undertaking of the smallest group for which consolidated financial statements are prepared and are publicly available. 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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