The directors present the strategic report for the year ended 30 April 2025.
In view of the global economic and political uncertainties that have affected the markets in which the group operates, the directors are satisfied with the performance in the year. Turnover increased by 13.5% during the period under review: however gross margins have reduced by 1.98% from the previous year due to increasing costs throughout the supply base, and transport infrastructure across the whole group. Despite the volatility in commodity prices as a result of the war in Ukraine, and the geopolitical global instability, the directors remain optimistic of organic sales growth. Pressure remains on margins affected mainly by inflationary pressures both in the UK and countries of supply, with year-on-year movement driven primarily by increased cost of sales.
The group will continue to operate within its existing markets, whilst diversifying the product ranges offered and expanding the product ranges sold, to generate additional revenue and to dilute the risks of operating on a limited range of products.
The group will continue to look for organic growth and continue with its strategy of acquiring companies that suit its engineered excellence strategy, allowing for a diversified product range.
The group's net asset position at 30 April 2025 is £28,441,777 (2024: £27,550,525), an increase of £891,252.
The business is subject to a number of risks including commercial risk, price risk, credit risk, currency risk and interest rate cash flow risk. Details of how these risks are mitigated are outlined below.
Commercial risk
The group continues to improve its services in order to maintain and develop its market place penetration. It has also developed more sophisticated data analysis tools with the aim of providing products for customers at the point of need. Further development of new markets reduces the need for reliance on a limited number of territories. In FY25 the company further enhanced its margin-management processes to improve visibility over product profitability.
Financial risk management
The group's operations expose it to a variety of financial risks that include the effects of changes in price risk, credit risk, currency risk and interest rate cash flow risk. The group has in place a risk management framework covering these requirements. Policies on the financial management of the group’s operations are approved by senior management and the related finance teams.
The group does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied. The group uses a straight forward foreign-exchange contract to manage part of it’s currency exposure. At the year end, this contract generated a mark-to-market valuation of £1,469,902. Although the instrument is not designated into a hedge-accounting relationship, it has been presented as a financial instrument due to its material fair-value impact. The Board continues to monitor whether future hedge-accounting designation may be appropriate.
Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board, and this function remains with both the Board and the Group's finance department. The department has risk and cash-flow forecasts and financial stress testing models that ensure risk is monitored. Other identified credit risk and currency risk audits are undertaken where it would be appropriate to use financial instruments to manage these.
Price risk
The group is exposed to commodity price risk as a result of its operations. However, given the size of the group's operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature. The group continues to exercise complete cost control over all purchased parts and closely monitors the risk of sales margin on all transactions.
Credit risk
The group has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to a limit, which is continually reviewed by the senior management team. The group continues to credit insure its debtor risk.
Currency risk
The group is exposed to currency risk as a result of its operations. Management aims to keep a reasonable balance of cash in both USD and EUR to reduce its foreign exchange risk. The group has a hedging strategy in respect of its foreign exchange, and does this both naturally by buying and selling in these currencies, and through the use of financial instruments such as forward contracts to maintain a stable gross margin.
Interest rate cash flow risk
The group has both interest- bearing assets and interest- bearing liabilities. Interest bearing assets include cash balances, all of which earn interest at a variable rate. Interest payable is on bank loans only and therefore management of cash flows is taken account of as part of the group's financing activity.
The directors believe that the key performance indicators ('KPIs') are sales revenue, profitability and cash.
Turnover has increased to £52.4m from £46.1m, and the directors are pleased with the performance given the ongoing challenges surrounding global supply chain and commodity prices. The directors are confident that the new year will continue to see further growth in the business.
Cost of sales has increased resulting in a decrease in gross profit margin to 30.3% (2024: 32.3%). This is due to a number of factors, including higher input costs within the supply chain and rising input costs relative to overall turnover. The year-on-year decline is mainly attributable to changes in cost of sales across the supply base. Management continues to monitor margin recovery actions including selective price adjustments and supplier negotiations.
The operating profit for the financial year was £5.9m (2024: £5.3m).
The operating margin decreased to 11.3% (2024: 11.5%).
Cash in the year increased to £7.7m from £6.7m. This improvement was supported by enhanced working capital management, improved debtor collection processes and continued profitability of the group.
In performing their duties under section 172 of the Companies Act 2006, the directors of the group have had regard to the matters set out in s172(1) as follows: -
Tibbetts long-term success depends on the support of its key stakeholders, including its shareholders. This is enshrined in our mission statement; “The group’s aim is to use its expertise to supply customers with value-added engineered products; ensuring the offer provides additional value to the customer’s business, therefore remaining the customers’ supplier of choice”.
Tibbetts has a clearly defined strategy which is accompanied by a five-year financial plan. The Board reviews and updates the strategic plan formally at least annually. Progress is monitored against this plan on a regular basis both in the board meetings and with the wider management team.
The Board make decisions with a long-term view of the sustainability of the business in mind, as evidenced by the revenue growth seen over the last 15 years. This long-term outlook is demonstrated by our significant investment in recent years in warehousing, infrastructure, and data capabilities, which improve the experience of our people and our customers, as well as improving results for our suppliers and shareholders. The Board is supported in this by several management teams as part of our governance framework, which are designed to ensure that the group strives continuously for high professional standards. The Board regards a positive, open, and transparent engagement with its Financial, Legal and Governmental partners as a key part of the business strategy and operating model.
A key philosophy of the business is the delegation of authority to empower managers who take account of the needs of their own stakeholders to drive local decision making, supported by the robust governance framework.
Our People
We aim to provide a highly rewarding environment for our people where they can develop and flourish. The group operates an “open door” policy whereby staff can see or telephone any senior manager or director at any time without formality. There is a full programme of communication including regular interdepartmental morning meetings, email and in person updates from the Managing Director and senior management team, and annual surveys which feed into the development of our policies.
Customers
Tibbetts ethos is that the customer is at the heart of the business thinking and processes. We work hard to deliver a responsive and personalised customer service, with direct customer contact. We aim to be easily accessible to our customers both in person and over the telephone. We conduct regular customer satisfaction surveys, the results are presented to the Board/Senior Management team and fed back to all staff to inform decisions on identifying customers’ needs.
Suppliers
Our model is based on developing good working relationships with our suppliers, aiming to deliver high quality products, on time, at market competitive prices. This creates a virtuous circle where suppliers can work with us in a proactive way to achieve common goals. Our policy is to pay suppliers to terms agreed and resolve any issues before payment dates.
Communities
Local engagement is a critical part of the Tibbetts model, raising our profile as a place where people want to work and with whom suppliers/customers want to deal with. We encourage all staff to support local charities and local events through active sponsorship and involvement.
We are conscious of the needs of the environment and have taken a number of steps to reduce our Carbon footprint, which includes replacing all of our lighting to motion sensor low energy units over the past 5 years reducing electricity usage. We actively recycle packaging and any other materials that can be recycled, and continually seek to reduce dependence on packaging items which are non-recyclable. We have invested in digital solutions to reduce our consumption of paper through significant use of electronic delivery of documents/letters/invoices to/from our customers/suppliers.
The group has also strengthened its ESG focus during the year with a dedicated team reviewing environmental initiatives and using external professional guidance to focus on waste-reduction opportunities and broader sustainability objectives.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 April 2025.
The results for the year are set out on page 11.
Ordinary dividends were voted amounting to £2,390,000 (2024: £2,390,000). The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Disclosures relating to financial risk management are included in the Strategic Report.
The group recognises the benefit of keeping employees informed of the progress of the business and of involving them in the group's performance and maintains regular communications with employees and has well established consultation arrangements.
On 1 May 2025, the trade and assets of Construction Fastener Techniques Limited were hived up into Powell Gee Limited, a fellow group company.
On 10 September 2025, the entire share capital of the company was acquired by ABC2025 Limited.
On 15 September 2025, the group repaid the bank loan in full.
In addition, on 30 July 2025 the group signed a lease to rent out one of its investment properties for a 10 year period at an annual rent of £79,000.
Following the year end the USD/EUR contracts were restructured to ensure the best outcome in the current market.
The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The Tibbetts Group Limited’s activities involve the consumption of energy: electricity and gas are used in the offices and warehouses for light, heat and power as well as carbon from delivery vans and employee business travel.
Energy consumption and carbon emissions during the year were 269.3 MWh / 25.6 tCO2e.
Energy consumed in the form of electricity and gas is as advised by our suppliers. Van and business travel has been estimated based on mileage and vehicle emissions data.
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.
The chosen intensity measurement ratios are total energy consumption in MWh per £M of revenue and total gross emissions in metric tonnes CO2e per £M of revenue.
As part of its commitment to its ISO 14001 accreditation (Environmental management) the Group is continually looking at ways it can lower its carbon footprint from ensuring all buildings have motion sensitive lighting (where practical) to reducing unnecessary vehicle journeys.
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
We have audited the financial statements of Tibbetts Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 group's and parent 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.
During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.
We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:
Reviewing the controls set in place by management;
Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;
Challenging management assumptions with regard to accounting estimates; and
Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,390,000 (2024 - £2,390,000 profit).
Tibbetts Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Tibbetts House, Beaumont Road, Banbury, OX16 1RH.
The group consists of Tibbetts Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold and investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purpose of FRS102, being a member of a group where the parent of that group (being this company) prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosures requirements for parent company information presented within the consolidated financial statements:
Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;
Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues': The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(A(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b)and 12.29A;
The company has taken advantage of the exemption in Section 408 of the Companies Act 2006 from disclosing its individual profit and loss account.
During the 2023 financial period the group underwent a restructure. As a result of the restructure, Tibbetts Holdings Limited acquired the shareholdings in its subsidiaries. This did not result in any change in the ultimate ownership of the group and therefore merger accounting was applied.
The consolidated group financial statements consist of the financial statements of the parent company Tibbetts Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
During the year the group acquired 100% of BM Fasteners Limited and Construction Fastener Techniques Limited, further details can be found in note 13.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Other income
Interest income is recognised using the effective interest rate method.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
Derivatives include forward foreign currency contracts which are not basic financial instruments.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately.
Derivates with positive fair value are recognised as financial assets, whereas derivates with negative fair value are recognised as financial liabilities.
The group does not generally apply hedge accounting in respect of forward exchange contracts held to manage the cash flow exposure of forecast transactions denominated in foreign currencies.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Amounts due from lessees under finance leases are recognised as receivables at the amount of the group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the group’s net investment outstanding in respect of leases.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Management carry out a review of indicators of impairment in relation of investments in subsidiaries on an annual basis.
In performing this review, management are required to make judgements as to whether the information considered (for example, recent results of the subsidiary) represents an indicator of impairment. Should indicators of impairment be noted, management then perform a detailed review of the value of the investments held in order to assess whether an impairment is required.
The company makes an estimate of the recoverable value of goodwill. When assessing impairment of goodwill, management considers factors including the expected value to the business in the form of anticipated future cash flows.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The annual depreciation/amortisation charge for tangible/intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
The useful economic life of the freehold properties has been derived from the judgement of the directors, using their best estimate of the write-down period. Land, which has been estimated by the director to be 30% of the cost of the properties, is not depreciated.
It is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated sale of finished goods and future usage of raw materials.
As referred in note 1.12, the stock valuation will include adjustments for associated costs incurred in bringing the stock to its present location and condition. This will include an estimation for duties, transport, handling charges and overheads. These are regularly reviewed to ensure that the cost of each component attributed to the stock value remains reasonable.
Freehold and investment properties are measured at fair value at the year end date. The fair value is not considered to be significantly different from the open market value that is based on professional valuations carried out periodically and are adjusted in the interim if necessary, based on the directors judgements and estimates, taking into consideration the underlying market conditions and market evidence of transaction prices for similar properties.
Fair value of derivatives
The group utilises forward foreign currency contracts to manage exchange rate risk. These contracts are recognised at fair value at the year end date. The fair value is determined by comparing the contracted forward rate with the year-end forward rate for the remaining term of the contract.
The whole of turnover is attributable to the principal activity of the group.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024: 1).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
On 23 December 2024 Powell Gee Limited acquired 100% of the issued capital of Construction Fastener Techniques Limited. As disclosed in note 29, after the reporting date the trade and assets of Construction Fastener Techniques Limited were hived up into Powell Gee Limited.
On 30 August 2024, BF CS Limited acquired 100% of the issued capital of BM Fasteners Limited. On 31 October 2024, the trade and assets of BM Fasteners Limited were hived up into BF CS Limited.
The fair value of the freehold properties which were not acquired within the current or prior year have been arrived at on the basis of a valuation carried out in April 2022 by Sanderson Weatherall Chartered Surveyors who are not connected to the company. The valuations were carried out on a market value basis (which is considered to be a true reflection of the fair value) in accordance with the Royal Institution of Chartered Surveyors Valuation – Global standards (January 2022). The directors have reviewed the carrying value of the properties at the reporting date, and are of the opinion the relevant values are not materially different from those provided by the independent Chartered Surveyors.
In relation to the property acquired on 31 August 2023, the directors have reviewed the carrying value of the property at the reporting date, and are of the opinion the relevant value is not materially different from the acquisition date.
The properties are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:
The fair value of the investment properties has been arrived at on the basis of valuations carried out on April 2022 and February 2024 by Sanderson Weatherall Chartered Surveyors and Bulleys Chartered Surveyors respectively, both of whom are unconnected to the company. The valuations were carried out on a market value basis (which is considered to be a true reflection of the fair value) in accordance with the Royal Institution of Chartered Surveyors Valuation – Global standards (January 2022). The directors have reviewed the carrying value of the property at the reporting date, and are of the opinion the relevant value is not materially different from those provided by the independent Chartered Surveyors.
Details of the company's subsidiaries at 30 April 2025 are as follows:
Registered office addresses:
The group enters into forward currency contracts to mitigate the exchange rate risk for certain foreign currency receivables and payables. At the reporting date, the outstanding contracts all mature within 7 months of the year end.
The forward currency contracts are measured at fair value, which is determined using valuation techniques that utilise observable inputs. The key input used in valuing the derivatives are the forward exchange rates for GBP:EUR and USD:EUR. The fair value of the forward foreign-currency contracts is a financial liability amounted to £1,469,902 (2024: £45,019).
Following the year end the USD/EUR contracts were restructured to ensure the best outcome in the current market.
Barclays Bank PLC and Barclays Security Trustee Limited hold fixed and floating charges over the assets of the group including properties.
As detailed in note 29, after the year end, the group repaid the bank loan in full and as such hold no further liabilities as a result of the charges.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
All shares carry full voting and dividend rights. The Ordinary X shares carry no rights to capital distributions. The shares confer no right to redemption.
The company has given a statutory guarantee against all the outstanding liabilities of BM Fasteners Limited and Construction Fastener Techniques Limited, indirectly wholly owned subsidiaries (registered in England and Wales), under Section 479A of the Companies Act 2006, thereby allowing the subsidiaries to be exempt from the annual audit requirements for the periods ended 30 April 2025.
The trade and assets of BM Fasteners Limited were hived up into BF CS Limited on 31 October 2024 and as a result the subsidiary was dormant as at 30 April 2025 and held no liabilities other than intercompany balances.
The trade and assets of Construction Fastener Techniques Limited were hived up into Powell Gee Limited on 1 May 2025 and as a result the subsidiary has been dormant from this date onwards and holds no liabilities other than intercompany balances.
At the reporting date, the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The operating leases represent leases of investment properties to third parties. The leases are negotiated over terms of 3 years and rentals are fixed for 3 years.
At the reporting date, the group had contracted with tenants for the following minimum lease receipts:
On 1 May 2025, the trade and assets of Construction Fastener Techniques Limited were hived up into Powell Gee Limited, a fellow group company.
On 10 September 2025, the entire share capital of the company was acquired by ABC2025 Limited.
On 15 September 2025, the group repaid the bank loan in full.
In addition, on 30 July 2025 the group signed a lease to rent out one of its investment properties for a 10 year period at an annual rent of £79,000.
Following the year end the USD/EUR contracts were restructured to ensure the best outcome in the current market.
Group:
See note 7 for disclosure of the directors remuneration, the directors are considered to be the key management personnel.
During the year, the group paid service charges and utility costs of £13,063 (2024: £7,514) to Vantage Business Park Management Company Limited, a company where a director has an interest. At the reporting date, the company owed £368 (2024: £nil) to Vantage Business Park Management Company Limited.
During the year, the group paid rent of £90,000 (2024: £90,000) by John Tibbetts (Europarts) Retirement Benefit Scheme, a pension scheme where a director has an interest. At the reporting date, £81,000 (2024: £81,000) was due to the scheme.
Company:
The company and group have taken advantage of the exemption provided by FRS 102 Section 33, not to disclose transactions and outstanding balances with 100% directly or indirectly controlled subsidiary undertakings which form part of the Tibbetts Group.
During the year, total dividends of £2,390,000 (2024: £2,390,000) were declared to some of the directors and their immediate family members who are also shareholders of the company.