The directors present the strategic report for the year ended 30 April 2025.
The group continued to increase activity during the year with turnover increasing by 5.93% to £23,494,633. The Gross margin has also increased to 21.77%.
Profits before tax for the year increased to £1,073,061 from £558,474 in the prior year, mainly due to increased turnover and improved gross margin for the period. The directors remain positive about future performance of the group, albeit with some concerns surrounding the UK economy at the present time.
There was substantial investment in vehicles and trailers in the period as part of our fleet renewal policy, this totalled over £2.5m in the year. This investment will add to its operational efficiency going forward.
Staffing levels have increased slightly during the year, with the business building on the appointments at senior management level in the previous period. However, concerns remain over the availability of HGV drivers and rates of pay.
There are several principal risks and uncertainties which face the group:
- Staffing
The group continues to look at ways to improve driver retention, with increased focus being on pay rates, welfare, benefits and training being constantly reviewed.
- Government policy
There are a number of areas of uncertainty surrounding the policy on both business and personal taxation rates and the effects of inflation and interest rates on the economy as a whole. Inflationary pressures are still a concern to all businesses. With inflation in the UK increasing again to double the Bank of England target levels in April 2025, leaving a high costs base. Government support in these areas will be needed to allow businesses to remain competitive in a challenging world economy.
- Interest rates
Interest rates remain high after years of record lows, putting further pressure on businesses and restricting investment. The group is continuing to monitor the situation and will decide on an appropriate course for any future investment.
The group monitors a number of performance indicators of which the most significant are:
- Gross Margin -this provides a measure of the overall profitability of the group.
FY 2024-25 FY 2023-24 FY 2022-23
21.77% 20.70% 21.53%
Gross margin has increased during the year due to the increase in sales and improved working efficiencies in the period.
Gross margin is calculated as (Sales-Direct costs)/Sales x 100
- Direct Labour costs as a % of turnover - provides a measure of the overall use of labour resource
FY 2024-25 FY 2023-24 FY 2022-23
19.40% 18.88% 19.47%
This indicator is used to monitor the level of direct labour utilised to achieve the turnover. It identifies where inefficiency may be present in the operation of the fleet and warehousing operations in achieving the turnover. If the percentage is high, it indicates that too many man hours have been utilised which may also lead to an indication of vehicles not being utilised effectively.
Direct labour is one of the major costs of the business and as such needs to be strictly monitored in order to give early warning of potential inefficiencies.
This is calculated as (Direct wages + Agency costs)/Sales x 100
Future Developments
Activity levels for the group's services remain good and the new development will allow the group to expand its' levels of service within both the distribution and warehousing markets. The directors continue to develop the business based on its core strengths and actively seek new profitable growth opportunities in an increasingly competitive market. They currently expect a reasonable increase in the level of turnover during the current financial year.
The directors continue to look for ways to improve efficiency and profitability within the operations of the business and with continued investment in modern vehicles, technology and training, are confident that the group will continue to trade profitably, and that the financial stability of the group will be maintained.
The group is exposed to the risk that financial instruments held by the group impinge on its ability to operate effectively and profitably. The risks which are relevant to the group's operations are:
Credit risk - the business has a broad range of customers, mainly private companies. The risk that the group will suffer from significant levels of bad debts is managed by the diversified customer portfolio and the enhanced credit control procedures implemented by the company.
Cash flow risk - the company is able to meet short and medium-term obligations by having immediate access to cash reserves. In addition, as stated above, cash collection procedures ensures funds are available to meet operational needs.
Liquidity risk - the company is funded out of retained profits of the business and hire purchase finance. This is further supported by the business generating healthy cash reserves from operating activities.
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 9.
Ordinary dividends were paid amounting to £340,000 (2024 - £305,000). 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:
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Browns Commercial Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the group;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions; and
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators including the company's legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
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 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.
The income statement has been prepared on the basis that all operations are continuing operations.
As permitted by s408 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 £339,813 (2024 - £964,790 profit).
Browns Commercial Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Distribution House, Chemical Lane East, Stoke on Trent, Staffordshire, ST6 4FB.
The group consists of Browns Commercial 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 properties. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group 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 disclosure 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’;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
The consolidated group financial statements consist of the financial statements of the parent company Browns Commercial 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.
At the time of approving the financial statements, the directors have a reasonable expectation that the company and 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 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.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the group will received the consideration due under the contract;
it is probable that the group will received the consideration due under the transaction; and
the costs incurred and the costs to complete the contract can be measured reliably.
Dividend income
Dividend income from investments is recognised when the shareholder's right to receive payment has been established.
Tangible fixed assets under the cost model are stated at historical cost (or deemed cost) less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
The group has adopted a policy of revaluing freehold land and buildings and it is stated at its revalued amount less any subsequent depreciation and accumulated impairment losses. The difference between the depreciation based on the revalued amount charged in the profit and loss account and the asset's original cost is transferred from revaluation reserve to retained earnings.
The group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.
Freehold land and buildings owned and occupied by group companies are classified as property, plant and equipment and accounted for as such.
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).
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.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset 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 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 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’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position 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, amounts due from fellow group undertakings 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.
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 and bank loans, 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.
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.
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 income statement 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 income statement, 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.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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.
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.
In the directors' opinion there are no critical judgements and estimates which impact the financial statements.
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 investment property is measured using the fair value model and as such requires significant estimation. The valuation of the investment property has been based on a formal valuation completed by property experts at the prior year end.
The directors have considered whether there has been a change in the fair value of the property since the prior year end and do not consider there to be any significant change in value.
Management review the useful economic lives of depreciable assets at each reporting date so as to allocate the cost of assets, less the residual value, over their estimated useful lives. Uncertainties in these estimates relate to the actual life of the tangible fixed assets.
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 2 (2024 - 2).
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:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
The value of land not depreciated totalled £1,977,106 (2024 - £1,977,106).
Freehold property with a carrying amount of £8,068,378 (2024 - £8,200,000) was revalued at 30 April 2024 by Harris Lamb, independent valuers not connected with the group. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
The Directors believe there have been no material movements in the valuation of the property since this date.
Freehold property is carried at valuation. If freehold property assets were measured using the cost model, the carrying amounts would be as follows:
Details of the company's subsidiaries at 30 April 2025 are as follows:
All subsidiaries are included in the consolidated accounts.
Bank loans are secured by the following:
A first legal change over the freehold land and buildings at Chemical Lane, Stoke-on-Trent, ST6 4PB.
An omnibus guarantee and set off agreement dated 29th March 2018 together with such other security as the bank may from time to time hold in respect of debts and liabilities of any guarantor to the bank.
An unlimited all monies guarantee dated 25th April 2022 together with such other security as the bank may from time to time hold in respect of debts and liabilities of any guarantor to the bank.
An unlimited debenture dated 1st August 2016.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery and motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 - 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Hire purchase liabilities are secured on the assets to which they relate.
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. At the year-end contributions totalling £5,463 (2024 - £5,455) were payable to the fund are included in creditors.
All ordinary shares shall carry full voting rights, full rights to dividends, and, full capital rights in the event of a distribution or winding up of the company.
Profit and loss reserves represents the accumulated profits less accumulated losses and distributions up to the reporting date.
This profit and loss reserves include losses on the revaluation of freehold property totalling £192,604 (2024 - £192,604).
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Since the year end, fixed assets totalling £418,995 have been acquired.
The group has entered into £377,096 of finance leases in order to purchase these assets.
The remuneration of key management personnel is as follows.
During the year, the group paid a total of £28,673 (2024: £33,193) to close family members of directors.
During the year, the group acquired services from a company with common directorship to the value of £35,389 (2024: £39,990). The balance owed to the company at the year end was £1,748 (2024: £2,036).
During the year, dividends of £340,000 (2024: £305,000) were paid to directors.
Amounts owed to directors at the year end totalled £1,214 (2024: £4,459). During the year, advances to directors of £9,045 (2024: £4,521) were made.
These were fully repaid in the year.
Major non-cash transaction
In the current year the group entered into hire purchases and finance lease agreements to the value of £2,290,694 (2024 - £2,005,498).