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Registered Number:01329173 JACK SEALEY LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
JACK SEALEY LIMITED
CONTENTS
| Pages
Company Information | 1
Strategic Report | 2 - 7
Directors' Report | 8 - 9
Independent Auditor's Report | 10 - 13
Statement of Comprehensive Income | 14
Balance Sheet | 15
Statement of Changes in Equity | 16
Notes to the Financial Statements | 17 - 39
JACK SEALEY LIMITED
COMPANY INFORMATION
Directors | J L Sealey
| P D Sealey
| M Sweetman (resigned 1 May 2025)
| T R Thompson (resigned 30 June 2025)
| S G Buckle
| D N Riches
| B J J Sealey
| G S Dolman
| A Fisher
Company secretary | P D Sealey
Registered number | 01329173
Registered office | 820 The Crescent
| Colchester Business Park
| Colchester
| Essex
| CO4 9YQ
Independent auditor | Sumer Auditco Limited
| Fitzroy House
| Crown Street
| Ipswich
| Suffolk
| IP1 3LG
- 1 -
JACK SEALEY LIMITED
STRATEGIC REPORT FOR THE YEAR ENDED 30 APRIL 2025
Principal activity
The Company's principal activity during the year continued to be the distribution of tools and machinery.
Business review
Turnover increased by 3.1% to £93,767,000 (2024 – £90,946,000). Inventory turnover reduced marginally to 0.96 (2024 – 1.01). During the year, stock increased by 13.5% to £41,295,000 (2024 - £36,391,000), which is partly due to the acquisition of the trade and assets of Dellonda Limited during the year. The Company has continued to place high emphasis on stock management to ensure excellent stock availability. The company’s first pick rate was 99.8% (2024 – 99.1%). This is the core operational KPI, which is based on the stock of mainline items which are available for immediate delivery to customers. Research and development The Company intends to make a Research and Development claim in respect of relevant work undertaken during the year. This will include development of various aspects of the Enterprise Resource Planning (ERP) system along with its integration with other software. - 2 -
JACK SEALEY LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
Future developments and subsequent events
The Company remains focused on the sustainable organic growth of its operations. Strategic priorities include: • Ongoing expansion of the product range with emphasis on innovation, quality and stock availability • Continued focus on providing outstanding customer service • Investment in the development of its workforce and operational efficiency On 1 May 2025, the Company launched its new catalogue for 2025/26. The Tool Catalogue TM features over 12,750 products, of which 1,500 are new to the range. On 1 May 2025, the Company received a loan of £5,000,000 from J L Sealey, a Director of the Company and shareholder of the ultimate parent undertaking. The loan is repayable in full with accrued interest on 31 October 2025. Principal risks and uncertainties Business risk The Board regularly reviews the financial performance and position of the Company through a range of KPIs, management accounts and other periodic reports. Treasury and financial risk The Company operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the Company’s activities. Other loans may also be used from time to time, the main purpose of which is to raise finance for the Company’s operations. In addition, the Company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from operations. - 3 -
JACK SEALEY LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
Principal risks and uncertainties (continued)
Price risk Key input costs such as materials, labour, and shipping are continuously reviewed, given their significance within the companies cost base. Liquidity risk Liquidity is monitored to ensure adequate funds for continued operations. The Company also manages its cash and borrowing requirements to maximise interest income and minimise interest expense. Interest rate risk From time to time, the Company may be exposed to interest rate risk on its variable rate loans. The Company has the option of using fixed interest rate derivatives when considered necessary to mitigate this risk. Foreign currency risk The Company’s principal foreign currency risk arises from trading with overseas suppliers and customers. Hedging instruments are used where appropriate to reduce the impact of foreign currency fluctuations and fix the cost in Sterling. Credit risk Rigorous credit checks and debtor reviews are performed to mitigate customer credit risk. Section 172(1) statement The Directors recognise their responsibility under section 172(1) of the Companies Act 2006 to promote the success of the Company for the benefit of its members and other stakeholders. This report identifies some of the Company’s key stakeholders and explains how the Directors fulfil their responsibility to them. - 4 -
JACK SEALEY LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
Employees
Employee retention and engagement are central to the delivery of the company’s strategy and future growth of the business. Structured appraisals, training programmes, and regular internal communications foster a collaborative culture. Employee turnover during the year was 11.7% (2024 – 13.3%). Customers The Directors recognise that the Company’s customers are key to its continued success. A high emphasis is placed on creating and maintaining strong customer relationships, along with providing exceptional customer service. Feedback from customers continues to influence product development, service standards and investment decisions. Suppliers The Company maintains close relationships with suppliers to ensure high quality and performance requirements are met, along with good delivery reliability. Ethical procurement practices are embedded in daily operations. Community and the environment As a local employer, the Company actively engages with community stakeholders to maintain relationships and to ensure their views are considered. The Company also recognises the need to operate responsibly in relation to the environment and natural resources. Therefore, it is committed to reducing its environmental impact as a key part of its business strategy and operations. - 5 -
JACK SEALEY LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
Energy and carbon footprint regulations
The annual quantity of emissions (tonnes) of carbon dioxide equivalent, resulting from activities for which the Company is responsible are as follows: - the combustion of gas - 0.0 tC02e/year (2024 - 0.0 tC02e/year) - the consumption of fuel for the purposes of transport - 123.0 tC02e/year (2024 - 98.3 tC02e/year) - the purchase of electricity by the Company for its own use, including for the purposes of transport - 232.1 tC02e/year (2024 - 198.3 tC02e/year) The annual quantity of energy consumed from activities for which the Company is responsible was 1,996,365 kWh/year (2024 – 1,771,562 kWh/year). The above figures have been calculated by a third-party business of energy and environmental consulting engineers. Electricity and gas consumption were based on a data set collated from invoices internally by the Company as part of its utilities monitoring strategy, whilst mileage figures were used to calculate energy and emissions from fleet vehicles. Gross calorific values were used except for mileage energy calculations. The Company utilises the following key ratio to express total annual emissions in relation to total occupied floorspace of the business: Total tonnes of carbon dioxide per ‘000 square meter floor area = 5.91 tCO2e/year per m2 (2024 – 6.29 tCO2e/year per m2.) The following are selected examples from the broader programme of energy efficiency initiatives implemented during the reporting period from May 2024 to April 2025; - The PDC extension has increased the number of EV charging areas from three to five, now providing over thirty EV charging points across all sites. This supports cleaner commuting and reduces greenhouse gas emissions. - The new PDC build includes a hybrid heating and cooling system and smart lighting, both of which are energy efficient and contribute to lower operational costs and reduced environmental impact. - Solar panels have been installed as part of the PDC extension, generating renewable energy on-site and decreasing reliance on non-renewable sources, energy costs, and the company’s carbon footprint. Equal opportunities The Company is committed to being an equal opportunity employer and ensures fair treatment in recruitment, development and promotion. All staff receive training on equality and diversity. Regulatory bodies The Company aims to maintain high standards of compliance across all areas, including modern slavery, gender pay, anti-bribery and corruption. The Directors support a principled and moral approach to doing business, which is embedded in the culture of the Company. The Company website www.sealey.co.uk details its compliance with the Modern Slavery legislation and provides information on our Gender Pay report. - 6 -
JACK SEALEY LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025 This report was approved by the Board of Directors on 4 September 2025 and signed on its behalf..
B J J Sealey Director
- 7 -
JACK SEALEY LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 30 APRIL 2025 The Directors present their report and the financial statements for the year ended 30 April 2025.
Directors' responsibilities statement
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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgments 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.
Results and dividends
The profit for the year, after taxation, amounted to £2,735,000 (2024 - £6,335,000). The Directors do not recommend the payment of a dividend on ordinary shares (2024 - £NIL). Te Company has paid dividends on preference shares treated as debt of £783,000 (2024 - £578,000). - 8 -
JACK SEALEY LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
Directors
The Directors who served during the year and to the date of this report, were:
J L Sealey
P D Sealey
M Sweetman (resigned 1 May 2025)
T R Thompson (resigned 30 June 2025)
S G Buckle
D N Riches
B J J Sealey
G S Dolman
A Fisher
The Directors' indemnity insurance is part of a standalone policy paid for by the Company. The policy was in force during the year and to the date of this report.
Matters covered in the Strategic Report
Details of the Company's future developments and subsequent events, research and development activities, policies in respect of disabled employees, employee involvement, financial risk management objectives and policies, use of financial instruments, the key risks to which it is exposed, energy usage and carbon emissions, and fostering relationships with employees, customers, suppliers and other stakeholders are included in the Strategic Report.
Disclosure of information to auditor
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 auditor is 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 auditor is aware of that information. A uditor The auditor, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the Board of Directors on 4 September 2025 and signed on its behalf.
B J J Sealey Director
- 9 -
JACK SEALEY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JACK SEALEY LIMITED
Opinion
We have audited the financial statements of Jack Sealey Limited (the 'Company') for the year ended 30 April 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of 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). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 30 April 2025 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 United Kingdom, including the Financial Reporting Council'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. - 10 -
JACK SEALEY LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JACK SEALEY LIMITED (CONTINUED)
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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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 the Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 8, 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. - 11 -
JACK SEALEY LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JACK SEALEY LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience and through discussions and enquiries of Directors and management. During the engagement team briefing, the outcomes of these discussions were shared with the team, as well as consideration as to where and how fraud may occur in the Company. The following laws and regulations were identified as being of significance to the Company: • Those laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards and UK Company Law and Taxation. • Those laws and regulations considered to have an indirect effect on the financial statements. These include ensuring that the Company's products comply with the EU Machinery Directive and have the required CE (European Conformity) marking, health and safety, GDPR, and employment law. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the Company complies with such regulations; enquiries of management and those charged with governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation, review of Board minutes, testing the appropriateness of journal entries and the performance of analytical review to identify any unexpected movements in account balances which may be indicative of fraud. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). 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. - 12 -
JACK SEALEY LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JACK SEALEY LIMITED (CONTINUED)
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. John Perry (Senior Statutory Auditor) for and on behalf of Sumer Auditco Limited Statutory Auditor Fitzroy House Crown Street Ipswich Suffolk IP1 3LG 4 September 2025 - 13 -
JACK SEALEY LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 APRIL 2025
| 2025 | 2024
Notes | £000 | £000
Turnover | 4 | 93,767 | 90,946
Cost of sales |  | (40,982) | (40,843)
Gross profit |  | 52,785 | 50,103
Distribution costs |  | (17,283) | (12,869)
Administrative expenses |  | (31,278) | (30,914)
Exceptional bad debt expense | 13 | (1,635) | -
Other operating income | 5 | 90 | 644
Operating profit | 6 | 2,679 | 6,964
Interest receivable and similar income | 10 | 2,658 | 2,583
Interest payable and similar expenses | 11 | (900) | (687)
Profit before tax |  | 4,437 | 8,860
Tax on profit | 12 | (1,702) | (2,525)
Profit for the financial year |  | 2,735 | 6,335
There was no other comprehensive income for 2025 (2024:£NIL).
- 14 -
JACK SEALEY LIMITED REGISTERED NUMBER:01329173
BALANCE SHEET AS AT 30 APRIL 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 435 |  | 358
Tangible assets | 15 |  | 33,767 |  | 32,614
|  |  | 34,202 |  | 32,972
Current assets |  |  |  |  |
Stocks | 16 | 41,295 |  | 36,391 |
Debtors: amounts falling due within one year | 17 | 21,269 |  | 20,138 |
Current asset investments | 18 | 5,000 |  | 8,000 |
Cash at bank and in hand | 19 | 38,253 |  | 51,375 |
|  | 105,817 |  | 115,904 |
Creditors: amounts falling due within one year | 20 | (30,079) |  | (41,635) |
Net current assets |  |  | 75,738 |  | 74,269
Total assets less current liabilities |  |  | 109,940 |  | 107,241
Creditors: amounts falling due after more than one year | 21 |  | (3,000) |  | (3,000)
Provisions for liabilities |  |  |  |  |
Deferred tax | 22 | (579) |  | (615) |
|  |  | (579) |  | (615)
Net assets |  |  | 106,361 |  | 103,626
Capital and reserves |  |  |  |  |
Called up share capital | 30 |  | 510 |  | 510
Profit and loss account | 31 |  | 105,851 |  | 103,116
|  |  | 106,361 |  | 103,626
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 September 2025.
B J J Sealey
Director
The notes on pages 17 to 39 form part of these financial statements. - 15 -
JACK SEALEY LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2025
| Called up share capital | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 May 2023 | 510 | 96,781 | 97,291
Comprehensive income for the year |  |  |
Profit for the year | - | 6,335 | 6,335
At 1 May 2024 | 510 | 103,116 | 103,626
Comprehensive income for the year |  |  |
Profit for the year | - | 2,735 | 2,735
At 30 April 2025 | 510 | 105,851 | 106,361
- 16 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
1. | General information
Jack Sealey Limited (the "Company") is a private company limited by shares and incorporated and domiciled in England and Wales. The address of the registered office is 820 The Crescent, Colchester Business Park, Colchester, Essex CO4 9YQ. The principal place of business is Kempson Way, Suffolk Business Park, Bury St Edmunds, Suffolk, IP32 7AR. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial reporting standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": • the requirements of Section 7 Statement of Cash Flows; • the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); • the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); • the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and • the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Sealey (UK) Limited as at 30 April 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
| 2.3 | Going concern
The Directors have prepared and considered forecasts that cover a period of at least 12 months from the date these financial statements were approved and authorised in assessing the going concern basis of preparation of the Company's financial statements. They have reviewed forecasts and considered the wider business environment. They believe that the Company will have sufficient cash available to continue to trade and to settle its liabilities and other obligations as they fall due for the foreseeable future, being a period of at least 12 months from the date of approval of these financial statements. On this basis, the directors believe the going concern basis of preparation to be appropriate. - 17 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.5 | Intangible assets
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. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed five years. Capitalised software development expenditure relates to expenses incurred in the development of software systems for internal use. The amortisation period in respect of the capitalised development expenditure is on a straight line basis over 4 years.
| 2.6 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. No tangible fixed assets are held at fair value. 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 Company 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. - 18 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.6 | Tangible fixed assets (continued)
Land and assets under construction are 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 or reducing balance method. The estimated useful lives range as follows:
|  |  |  | Freehold property | - | 4% per annum on cost
|  |  |  | Motor vehicles | - | 25% per annum on reducing balance
|  |  |  | Fixtures, fittings and equipment | - | 20 - 25% per annum on cost
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in either selling and distribution expenses or administrative expenses.
| 2.7 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
| 2.8 | Pensions
Defined contribution pension scheme The Company operates a defined contribution scheme for its employees. A defined contribution scheme is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the scheme are held separately from the Company in independently administered funds. - 19 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. - 20 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.10 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is pounds Sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in Statement of Comprehensive Income except when deferred in Other Comprehensive Income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in Statement of Comprehensive Income within 'Cost of Sales'. - 21 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.11 | Financial instruments
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with 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 Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual - 22 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.11 | Financial instruments (continued)
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. - 23 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.12 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.13 | Cash and cash equivalents
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 95 days from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.14 | Short term deposits
Short term deposits are investments that mature between 95 days and 12 months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.15 | Creditors
Short term creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.16 | Share capital
Share capital classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Shares which are redeemable at the request of the holders and provide them with a right to receive dividends are recognised as liabilities.
| 2.17 | Finance costs
Finance costs are charged to the Statement of Comprehensive Income 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.
| 2.18 | Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
| 2.19 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. - 24 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.20 | Dividends
Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable. Dividends on shares recognised as equity are recognised as distributions in the Statement of Changes of Equity.
| 2.21 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.22 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.23 | Preference shares
Preference shares are classified as a financial liability if they contain a contractual obligation to pay cash, such as redemption or dividends. - 25 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements and estimates. The items where these judgements and estimates have been made include: The provision for stock is calculated as the value of each stock line at the year end stock less the purchases within the last 12 months, which is not expected to be sold within the next 24 months based on sales within the last 12 months. New stock lines which have been added within the last 12 months are not included in the calculation. The amortisation period for capitalised software development expenditure is estimated to be over a straight line basis of 4 years. This is in accordance with FRS 102 section 18.2 which states that the life of an intangible asset should not exceed 10 years. The fair value of the foreign currency forward contracts has been taken as the mark-to-market values calculated by the provider using data sourced from an independent financial market data provider using mid-market end-of-day data as of the close of business on 30 April 2025. No fair value adjustments have been made to the book values of the assets and liabilities acquired as part of the acquisition of the trade and assets of Dellonda Limited. The directors consider that there were no significant differences between the book values and fair values. Refer to note 23 for further details.
4. | Turnover
The whole of the turnover is attributable to the principal activity of the Company. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| United Kingdom | 87,551 | 84,511
| Rest of Europe | 5,144 | 4,875
| Rest of the World | 1,072 | 1,560
|  | 93,767 | 90,946
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Sundry income | 90 | 117
| Rent receivable | - | 316
| Management charges receivable | - | 211
|  | 90 | 644
- 26 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
6. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Net foreign exchange loss | 25 | 57
| Fair value loss/(gain) on foreign currency forward contracts | 336 | (135)
| Other operating lease rentals | 424 | 450
| (Profit) on disposal of tangible fixed assets | (21) | (9)
| Amortisation of intangible fixed assets | 88 | 193
| Depreciation of tangible fixed assets | 2,315 | 1,801
7. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements | 30 | 27
| Fees payable to the Company's auditor in respect of: |  |
| Other services relating to taxation | 15 | 11
| Other services relating to accountancy | 4 | 3
- 27 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
8. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Wages and salaries | 30,098 | 28,137
| Social security costs | 3,814 | 3,508
| Cost of defined contribution pension scheme | 1,137 | 1,143
|  | 35,049 | 32,788
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Office and management | 225 | 210
|  | Sales staff | 201 | 207
|  |  | 426 | 417
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Directors' emoluments | 18,093 | 16,743
| Company contributions to defined contribution pension schemes | 216 | 129
|  | 18,309 | 16,872
| During the year retirement benefits were accruing to 7 Directors (2024 - 8) in respect of defined contribution pension schemes.
| The highest paid Director received remuneration of £7,421,000 (2024 - £6,598,000).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £NIL (2024 - £NIL).
| The key management personnel compensation during the current year was £18,339,000. There was no other key management personnel during the prior year other than the Directors.
- 28 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
10. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank interest receivable | 2,658 | 2,583
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Interest payable on loans from a related party | 117 | 109
| Preference share dividends | 783 | 578
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Current tax on profits for the year | 1,599 | 2,620
| Adjustments in respect of previous periods | 138 | (87)
| Total current tax | 1,737 | 2,533
| Deferred tax |  |
| Origination and reversal of timing differences | (35) | (8)
| Total deferred tax | (35) | (8)
|  | 1,702 | 2,525
- 29 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - higher than) the standard rate of Corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit on ordinary activities before tax | 4,437 | 8,860
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 1,109 | 2,215
| Effects of: |  |
| Expenses not deductible for tax purposes | 455 | 347
| Adjustments to corporation tax charge in respect of prior periods | 138 | (87)
| Adjustments to deferred tax in respect of prior periods | - | 50
| Total tax charge for the year | 1,702 | 2,525
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
13. | Exceptional bad debt expense
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Exceptional bad debt expense | 1,635 | -
|  | 1,635 | -
| Two of the Company's larger customers have entered administration. The expense reflects the amounts owed to the company which are not expected to be recovered.
- 30 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
14. | Intangible assets
|  | Patents | Software development | Total
|  | £000 | £000 | £000
| Cost |  |  |
| At 1 May 2024 | 59 | 7,834 | 7,893
| Additions | - | 144 | 144
| On acquisition | - | 22 | 22
| At 30 April 2025 | 59 | 8,000 | 8,059
| Amortisation |  |  |
| At 1 May 2024 | 57 | 7,477 | 7,534
| Charge for the year on owned assets | 2 | 87 | 89
| At 30 April 2025 | 59 | 7,564 | 7,623
| Net book value |  |  |
| At 30 April 2025 | - | 436 | 436
| At 30 April 2024 | 2 | 356 | 358
| The cost of software development includes £339,000 (2024 - £195,000) of assets under construction which have not been amortised. The patent amortisation charge is recognised within cost of sales. The software development amortisation charge is recognised within administrative expenses.
- 31 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
15. | Tangible fixed assets
|  | Freehold property and land | Motor vehicles | Fixtures, fittings and equipment | Assets under construction | Total
|  | £000 | £000 | £000 | £000 | £000
| Cost or valuation |  |  |  |  |
| At 1 May 2024 | 38,217 | 554 | 6,427 | 5,966 | 51,164
| Additions | 518 | 204 | 292 | 2,266 | 3,280
| On acquisition | - | - | 16 | - | 16
| Disposals | (6) | (158) | (72) | - | (236)
| Transfers between classes | 7,416 | 3 | 162 | (7,602) | (21)
| At 30 April 2025 | 46,145 | 603 | 6,825 | 630 | 54,203
| Depreciation |  |  |  |  |
| At 1 May 2024 | 13,217 | 348 | 4,985 | - | 18,550
| Charge for the year on owned assets | 1,361 | 67 | 659 | - | 2,087
| Disposals | (1) | (130) | (70) | - | (201)
| At 30 April 2025 | 14,577 | 285 | 5,574 | - | 20,436
| Net book value |  |  |  |  |
| At 30 April 2025 | 31,568 | 318 | 1,251 | 630 | 33,767
| At 30 April 2024 | 25,000 | 206 | 1,442 | 5,966 | 32,614
| The net book value of land which is not depreciated is £9,934,000 (2024 - £9,934,000).
- 32 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
16. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Finished goods | 36,512 | 31,441
| Goods in transit | 4,783 | 4,950
|  | 41,295 | 36,391
| The carrying value of stocks are stated net of provisions totalling £2,639,000 (2024 - £3,592,000). A provisions movement credit of £953,000 (2024 - £198,000 debit) was recognised in the Statement of Comprehensive Income in the year.
17. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade debtors | 18,143 | 18,477
| Corporation tax payments on account | 963 | -
| Prepayments and accrued income | 2,163 | 1,652
| Fair value of derivative financial instruments | - | 9
|  | 21,269 | 20,138
| The amounts owed by group undertakings are interest free and repayable on demand.
18. | Current asset investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Short term bank deposit | 5,000 | 8,000
19. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Cash at bank and in hand | 38,253 | 51,375
- 33 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
20. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other loans | - | 500
| Trade creditors | 5,202 | 7,295
| Amounts owed to group undertakings | 3,630 | -
| Corporation tax payable | - | 1,554
| Other taxation and social security | 2,802 | 2,126
| Accruals and deferred income | 5,117 | 20,160
| Redeemable preference shares treated as debt | 13,000 | 10,000
| Fair value of derivative financial instruments | 328 | -
|  | 30,079 | 41,635
| Disclosure of the terms and conditions attached to the non-equity shares is made in note 30.
| The amounts owed to group undertakings are interest free and repayable on demand.
21. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Redeemable preference shares treated as debt | 3,000 | 3,000
|  | 3,000 | 3,000
| Disclosure of the terms and conditions attached to the non-equity shares is included in note 30.
22. | Deferred taxation
|  | 2025 | 2024
|  | £000 | £000
| At beginning of year | (615) | (623)
| Charged to Statement of Comprehensive Income | 35 | 8
| At end of year | (580) | (615)
- 34 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 22.Deferred taxation (continued)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Accelerated capital allowances | (696) | (691)
| Short term timing differences | 116 | 77
|  | (580) | (614)
| The expected net reversal of the deferred tax liabiity within the next financial year is £80,000 (2024 - £104,000).
23. | Business combinations
On 1 May 2024, the Company acquired the trade and assets of Dellonda Limited.
| Acquisition of the trade and assets of Dellonda Limited
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £000 | £000 | £000
| Fixed Assets |  |  |
| Tangible | 16 | - | 16
| Intangible | 22 | - | 22
|  | 38 | - | 38
| Current Assets |  |  |
| Stocks | 1,407 | - | 1,407
| Debtors | 2,857 | - | 2,857
| Cash at bank and in hand | 626 | - | 626
| Total Assets | 4,928 | - | 4,928
| Creditors |  |  |
| Due within one year | (1,327) | - | (1,327)
| Total Identifiable net assets | 3,601 | - | 3,601
| Total purchase consideration | 3,601
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JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 23.Business combinations (continued)
| Consideration
|  |  |  |  | £000
| Intercompany account balance (see note 20) | 3,601
| Total purchase consideration | 3,601
| The trade of Dellonda Limited was fully integrated with the trade of the Company post acquisition. As a result, it is not possible to determine and report the post acquisition turnover and result for the year.
24. | Contingent liabilities
Barclays Bank Plc has provided the Company with a guarantee of £2,000 (2024 - £2,000) in respect of deferred customs duties. This is secured by fixed and floating charges over the Company's assets. On 21 May 2021 the Company entered into a guarantee and indemnity with Investec Bank Plc. The Company has unconditionally guaranteed all existing and future liabilities owed by a company under common control to Investec Bank Plc. There were no liabilities at the Balance Sheet date (2024 - £Nil).
25. | Capital commitments
| At 30 April 2025 the Company had capital commitments as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Contracted for but not provided in these financial statements | - | 1,262
26. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,137,000 (2024 - £1,143,000). Contributions amounting to £89,000 (2024 - £90,000) were payable to the fund at the balance sheet date and included within other creditors. - 36 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
27. | Commitments under operating leases
| At 30 April 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Not later than 1 year | 408 | 305
| Later than 1 year and not later than 5 years | 774 | 412
|  | 1,182 | 717
28.Other financial commitments At 30 April 2025 the Company had foreign currency forward contracts to buy up to USD $16.5m (2024 - $16.9m) at exchange rates against GB pounds of between 1.27 and 1.35 US dollars (2024 - 1.26 to 1.30). The foreign currency forward contracts mature at various dates until 29 May 2026 (2024 - 30 July 2025). The actual commitment could be lower if certain conditions are met. The fair value of the contracts at the year end was a £328,000 liability (2024 - £9,000 asset). This has been estimated on a mark to market basis. - 37 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
29. | Related party transactions
| During the year, a Director of the Company and shareholder of the ultimate parent undertaking made unsecured loans to the Company amounting to £Nil (2024 - £Nil). The maximum amount outstanding during the year was £500,000 (2024 - £1,000,000). At the year end £Nil (2024 - £500,000) was still outstanding. Interest amounting to £54,000 (2024 - £109,000) was payable in the year. At the year end interest amounting to £11,000 (2024 - £24,000) was outstanding and included within accruals. At the year end, the Company owed £16,000,000 (2024 - £13,000,000) in respect of Redeemable Preference shares to a Director of the Company and shareholder of the ultimate parent undertaking. During the year, the Company paid preference dividends of £783,000 (2024 - £578,000). During the year, the Company paid wages to close family members of some of the Directors amounting to £66,000 (2024 - £73,000). During the year, the Company made sales of £14,000 (2024 - £14,000) to Directors, £2,000 to key management personnel (2024 - £Nil) and £2,000 (2024 - £3,000) to close family members of 6 Directors (2024 - 4 Directors). During the year, the Company sold a motor vehicle to a close family of a Director for £16,000 (2024 - no such sales). During the year, the Company paid a management charge to Sealey (UK) Limited, amounting to £250,000 (2024 - £Nil). At the year end, the Company owed a current account balance of £29,000 to Sealey (UK) Limited (2024 - £Nil). On 1 May 2024, the Company acquired the trade and net assets of Dellonda Limited for their net book value of £3,601,000. At the year end, the Company owed Dellonda Limited £3,601,000 in respect of the acquisition. On 1 May 2024, Sealey (UK) Limited acquired the entire share capital of Dellonda Limited. Dellonda Limited was previously under common control, although it was not part of the group. During the year, the Company received a management charge from Dellonda Limited, amounting to £Nil (2024 - £210,000). During the year, the Company received rent from Dellonda Limited amounting to £Nil (2024 - £316,000). During the year the Company made stock purchases amounting to £Nil (2024 - £4,265,000) from Dellonda Limited. At the year end the Company owed a current account balance of £Nil to Dellonda Limited (2024 - £2,240,000 owed from). At the year end the Company had accrued income of £Nil (2024 - £35,000) from Dellonda Limited.
30. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Shares classified as equity
|  | Allotted, called up and fully paid |  |
|  | 510,000 (2024 - 510,000) Ordinary shares of £1 each | 510 | 510
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Shares classified as debt
- 38 -
JACK SEALEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 30.Share capital (continued)
|  | Allotted, called up and fully paid |  |
|  | 16,000,000 (2024 - 13,000,000) Redeemable Preference shares of £1 each | 16,000 | 13,000
On 12 June 2024, the Company issued a further 3,000,000 Redeemable Preference shares of £1 each for cash. The Redeemable Preference shares do not provide any voting rights. They are redeemable at the request either of the holder or the Company. However, they cannot be redeemed within two years of the issue date. The shares provide the right to a variable annual dividend. The shareholders and Company must agree the amount in writing within six months of each financial year end.
31. | Reserves
Profit and loss account The Profit and Loss Account reserve represents the Company's accumulated profits and losses less dividends paid.
32. | Post balance sheet events
On 1 May 2025, the Company received a loan of £5,000,000 from J L Sealey, a Director of the Company and shareholder of the ultimate parent undertaking. The loan attracts interest at 6.0% over base rate. The loan in repayable in full with the accrued interest on 31 October 2025.
33. | Controlling party
The immediate and ultimate parent undertaking is Sealey (UK) Limited. J L Sealey, a Director, was the ultimate controlling party by virtue of his majority shareholding in Sealey (UK) Limited throughout the year ended 30 April 2025. J L Sealey transferred some of his shares in Sealey (UK) Limited to P D Sealey, a Director, and ceased to hold a majority shareholding on 7 July 2025. There has been no ultimate controlling party since 7 July 2025. The largest and smallest group for which the Company's results are included is headed by Sealey (UK) Limited. Copies of the consolidated financial statements of Sealey (UK) Limited are publicly available from Companies House, Crown Way, Cardiff CF14 3UZ.
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