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Registered number: 10320535 THE TORRINGTON GROUP LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
THE TORRINGTON GROUP LIMITED COMPANY INFORMATION
Director | R Olding
Registered number | 10320535
Registered office | Leytonstone House
| 3 Hanbury Drive
| Leytonstone London
| E11 1GA
Independent auditor | Barnes Roffe Audit Limited
| Chartered Accountants Statutory Auditor
| Leytonstone House
| 3 Hanbury Drive
| London
| E11 1GA
THE TORRINGTON GROUP LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Director's report | 3 - 5
Independent auditor's report | 6 - 10
Consolidated statement of comprehensive income | 11
Consolidated balance sheet | 12
Company balance sheet | 13
Consolidated statement of changes in equity | 14
Company statement of changes in equity | 15
Consolidated statement of cash flows | 16 - 17
Consolidated analysis of net debt | 18
Notes to the financial statements | 19 - 40
THE TORRINGTON GROUP LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 MAY 2025
Introduction
The director present his group strategic report for the year ending 31 May 2025.
Business review
For over 25 years Torrington Group Limited has worked with industry leaders in architecture, design, cost consultancy and project management to deliver unrivalled workplaces for our amazing corporate customers. Our team of talented and experienced staff have delivered projects to some of the biggest global brands in the world. Our collaborative approach ensures we deliver the best in form, function, design and budget. As a business we are not complacent and we continue to evolve, develop and invest to ensure that we retain our key client relationships and obtain new clients. We are also focussing on our people, ensuring they feel valued and get the right training and support throughout their career with us. Our systems are also incredibly important to us, and we invest heavily to ensure our data is accurate, real time and of real value to aid decision making. Overall, the director is pleased with the performance for the year which has been in line with our forecasts.
Principal risks and uncertainties
The principal risk faced, as is with most business, is with clients facing cash flow difficulties and this subsequently impacting on the cash flow of our business. The Board of Directors believe that our strong business model and knowledge and breadth of our senior management team position us to be able to navigate any short to medium term challenges that may arise and leverage any opportunities that may present themselves.
Financial key performance indicators
The 2025 financial year has been very strong with revenue growing to £85,022,569 (2024 - £77,908,520). This growth has come entirely from the UK market as our fellow group subsidiaries take the lead to grow our European presence. Gross margin remains a very important measure for us. This year has seen a slight increase to 20.9% compared to 20.8% in the previous year which is indicative of the very competitive UK and in particular London market they we operate heavily in. This growth has been achieved against the backdrop of reduced employee numbers, falling to 98 compared to 115 in the previous year. We have changed the way we structure our staff across the group and have rationalised in some areas, which explains the reduction. The expectation is staff numbers will grow in the new financial year. Overall our financial position has strengthened with total net assets increasing to £4,070,997 (2024 - £2,273,528), thanks to the strong operational performance achieved in the year. Our net working capital position is also stronger at £1,894,524 (2024 - £20,238 net negative).
Other key performance indicators
Other key performance indicators used include client retention and staff turnover. We are also developing environmental based KPIs e.g. carbon footprint monitoring Page 1
THE TORRINGTON GROUP LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025
Directors' statement of compliance with duty to promote the success of the Group
The director sets out his statement of compliance with s172 (1) of the Companies Act 2006 which should be read in conjunction with the rest of the annual report. The director of the Company has a duty to promote the success of the Company. A director of the Company must act in the way they consider, in good faith, to promote the success of the Company for the benefit of its members, and in doing so have regard (amongst other matters) to: Engagement with Employees The Group continues to focus on building channels that ensure the Company is effectively listening and responding to employees. In doing so, the Group can identify opportunities to better meet employee needs, help them with their career progression and build the skills required to continue helping our business thrive. The Group strives to create a diverse and inclusive working environment where every employee feels welcome and can do their best work. We believe in the benefits of diversity and the importance of bringing a wide range of skills, experience and perspectives into our business. The director continually works with executive management to promote the Group's values and to monitor attitudes and behaviours to ensure that they are consistent with our culture. Engagement with suppliers, customers and others in a business relationship with the Company Suppliers As a company dependent on suppliers to deliver for all our stakeholders, we strive to manage these relationships as closely as possible to ensure they meet our standards. The Company is committed to ensuring the highest standards of product quality across our operations and require both our suppliers and partners to operate to the same high standards. Customers The directors ensures that stakeholder management plans are in place for key customers and that appropriate levels of management time is afforded to meet with customers and understand their needs. Customer service is extremely important to the company and remains a top priority. Others The Company ensures that all other stakeholders are kept up to date with the latest company updates and are treated fairly and equally. This report was approved by the board on 4 February 2026 and signed on its behalf.
R Olding Director
Page 2
THE TORRINGTON GROUP LIMITED DIRECTOR'S REPORT FOR THE YEAR ENDED 31 MAY 2025 The director presents his report and the financial statements for the year ended 31 May 2025.
Director's responsibilities statement
The director is responsible for preparing the Group strategic report, the Director's report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the director is required to: ∙select suitable accounting policies for the Group'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 Group will continue in business. The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group 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 £3,506,953 (2024 - £1,631,920). The directors do not recommend payment of a final dividend.
Directors
The directors who served during the year were:
R Olding
M Cawthorne (resigned 25 October 2024)
Future developments
The directors aim to maintain the management policies which have resulted in the Group's growth and sustainability in recent years. Page 3
THE TORRINGTON GROUP LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group's greenhouse gas emissions and energy consumption are as follows:
|  |  |  | 2025 | 2024
Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent) | 18 | 43
Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent) | 25 | 31
Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh | 217,094 | 338,771
The calculation of carbon tonnage follows recognised principles. Energy usage in kWh has been converted using standardised conversion factors for gas and electricity respectively to obtain a corresponding figure in tonnes of CO2 equivalent. Fuel consumption has been calculated using fuel costs and the average fuel price for the year and then converted using standardised conversion factors for petrol to obtain a corresponding figure in tonnes of CO2 equivalent. The in tonnes of CO2 equivalent per sales revenue (£m) is 0.506 (2024 - 0.950).
Matters covered in the Group Strategic Report
Matters related to the s172 statement including engagement with employee, suppliers, customer and others are included within the Strategic Report.
Disclosure of information to auditor
The director at the time when this Director's report is approved has confirmed that: ∙so far as is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙ 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 and the Group's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end. Page 4
THE TORRINGTON GROUP LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025
Auditor
After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006. This report was approved by the board on 4 February 2026 and signed on its behalf.
R Olding Director
Page 5
THE TORRINGTON GROUP LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE TORRINGTON GROUP LIMITED
Opinion
We have audited the financial statements of The Torrington Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 May 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the Parent Company's affairs as at 31 May 2025 and of the Group's 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 Group 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 director's 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 or the 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 director with respect to going concern are described in the relevant sections of this report. Page 6
THE TORRINGTON GROUP LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE TORRINGTON GROUP 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 director is 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 Group strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Director's 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Director's 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of director's remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 7
THE TORRINGTON GROUP LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE TORRINGTON GROUP LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Director's responsibilities statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the Group's and the Parent 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 director either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.
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 Group 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: Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities we considered the following: •Obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group and parent company operates in and how the group and parent company are complying with the legal and regulatory frameworks; •Enquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; •Discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud; •All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material effect on the financial statements were communicated to component auditors. Any instances of noncompliance with laws and regulations identified and communicated by a component auditor were considered in our audit approach. The most significant laws and regulations were determined as follows: •UK GAAP FRS 102 and Companies Act; •Tax compliance regulations. Additional audit procedures performed by the audit engagement team included: •Review of the financial statement disclosures and testing to supporting documentation; •Completion of disclosure checklists to identify areas of non-compliance. Page 8
THE TORRINGTON GROUP LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE TORRINGTON GROUP LIMITED (CONTINUED) The areas that we identified as being susceptible to material misstatement due to fraud were: •Revenue Recognition; •Management Override. Audit procedures in report to the identified areas above: •Obtaining an understanding of the processes and controls around revenue recognition and cash handling; •Substantively testing revenue and cash via various testing including transactional, cut off and sequencing; •Detailed discussions with management and review of post year end management information; •Evaluation of the appropriateness of the accounting policies; •Testing the appropriateness of journal entries and other adjustments; • Assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and •Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
Use of 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. Page 9
THE TORRINGTON GROUP LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE TORRINGTON GROUP LIMITED (CONTINUED) Stuart Moon (Senior statutory auditor) for and on behalf of Barnes Roffe Audit Limited Chartered Accountants Statutory Auditor Leytonstone House 3 Hanbury Drive London E11 1GA Date: 4 February 2026 Page 10
THE TORRINGTON GROUP LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MAY 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 85,022,569 | 77,908,520
Cost of sales |  | (67,227,497) | (61,678,578)
Gross profit |  | 17,795,072 | 16,229,942
Administrative expenses |  | (13,207,349) | (13,238,017)
Operating profit | 5 | 4,587,723 | 2,991,925
Interest receivable and similar income | 9 | 16,525 | 10,563
Interest payable and similar expenses | 10 | (261,785) | (298,974)
Profit before taxation |  | 4,342,463 | 2,703,514
Tax on profit | 11 | (835,510) | (1,071,594)
Profit for the financial year |  | 3,506,953 | 1,631,920
Other comprehensive income for the year |  |  |
Foreign exchange differences |  | 9,377 | (39,783)
Total comprehensive income for the year |  | 3,516,330 | 1,592,137
Profit for the year attributable to: |  |  |
Owners of the Parent Company |  | 3,506,953 | 1,631,920
|  | 3,506,953 | 1,631,920
The notes on pages 19 to 40 form part of these financial statements.
Page 11
THE TORRINGTON GROUP LIMITED REGISTERED NUMBER: 10320535 CONSOLIDATED BALANCE SHEET AS AT 31 MAY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 1,198,167 |  | 1,329,918
Tangible assets | 14 |  | 1,039,089 |  | 1,341,986
Investments | 15 |  | 200,000 |  | 200,000
|  |  | 2,437,256 |  | 2,871,904
Current assets |  |  |  |  |
Stocks | 16 | 100,527 |  | 119,499 |
Debtors: amounts falling due within one year | 17 | 41,112,146 |  | 34,395,894 |
Cash at bank and in hand | 18 | 3,326,435 |  | 2,151,151 |
|  | 44,539,108 |  | 36,666,544 |
Creditors: amounts falling due within one year | 19 | (42,644,584) |  | (36,686,782) |
Net current assets/(liabilities) |  |  | 1,894,524 |  | (20,238)
Total assets less current liabilities |  |  | 4,331,780 |  | 2,851,666
Creditors: amounts falling due after more than one year | 20 |  | (168,429) |  | (461,892)
Deferred taxation | 24 |  | (92,354) |  | (116,246)
Net assets |  |  | 4,070,997 |  | 2,273,528
Capital and reserves |  |  |  |  |
Called up share capital | 25 |  | 7 |  | 8
Share premium account | 26 |  | 5,558 |  | 5,558
Foreign exchange reserve | 26 |  | (75,530) |  | (84,907)
Profit and loss account | 26 |  | 4,140,962 |  | 2,352,869
|  |  | 4,070,997 |  | 2,273,528
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 February 2026.
R Olding
Director
The notes on pages 19 to 40 form part of these financial statements. Page 12
THE TORRINGTON GROUP LIMITED REGISTERED NUMBER: 10320535 COMPANY BALANCE SHEET AS AT 31 MAY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 15 |  | 2,863,441 |  | 2,863,441
|  |  | 2,863,441 |  | 2,863,441
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 239,893 |  | 239,893 |
Cash at bank and in hand | 18 | 2,711 |  | 319 |
|  | 242,604 |  | 240,212 |
Creditors: amounts falling due within one year | 19 | (3,094,133) |  | (2,945,145) |
Net current liabilities |  |  | (2,851,529) |  | (2,704,933)
Total assets less current liabilities |  |  | 11,912 |  | 158,508
Creditors: amounts falling due after more than one year | 20 |  | - |  | (146,538)
Net assets |  |  | 11,912 |  | 11,970
Capital and reserves |  |  |  |  |
Called up share capital | 25 |  | 7 |  | 8
Share premium account | 26 |  | 5,558 |  | 5,558
Profit and loss account brought forward |  | 6,404 |  | 4,575 |
Profit for the year |  | 1,718,803 |  | 676,829 |
Other changes in the profit and loss account |  | (1,718,860) |  | (675,000) |
Profit and loss account carried forward |  |  | 6,347 |  | 6,404
|  |  | 11,912 |  | 11,970
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 February 2026.
R Olding
Director
The notes on pages 19 to 40 form part of these financial statements. Page 13
THE TORRINGTON GROUP LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2025
| Called up share capital | Share premium account | Foreign exchange reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 June 2023 | 8 | 5,558 | (45,124) | 1,395,949 | 1,356,391
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 1,631,920 | 1,631,920
Other comprehensive income | - | - | (39,783) | - | (39,783)
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (600,000) | (600,000)
Purchase of own shares | - | - | - | (75,000) | (75,000)
At 1 June 2024 | 8 | 5,558 | (84,907) | 2,352,869 | 2,273,528
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 3,506,953 | 3,506,953
Other comprehensive income | - | - | 9,377 | - | 9,377
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (1,000,000) | (1,000,000)
Purchase of own shares | - | - | - | (718,860) | (718,860)
Shares cancelled during the year | (1) | - | - | - | (1)
At 31 May 2025 | 7 | 5,558 | (75,530) | 4,140,962 | 4,070,997
| The notes on pages 19 to 40 form part of these financial statements.
Page 14
THE TORRINGTON GROUP LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 June 2023 | 8 | 5,558 | 4,575 | 10,141
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 676,829 | 676,829
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (600,000) | (600,000)
Purchase of own shares | - | - | (75,000) | (75,000)
At 1 June 2024 | 8 | 5,558 | 6,404 | 11,970
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 1,718,803 | 1,718,803
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (1,000,000) | (1,000,000)
Purchase of own shares | - | - | (718,860) | (718,860)
Shares cancelled during the year | (1) | - | - | (1)
At 31 May 2025 | 7 | 5,558 | 6,347 | 11,912
| The notes on pages 19 to 40 form part of these financial statements.
Page 15
THE TORRINGTON GROUP LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MAY 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 3,506,953 | 1,631,920
Adjustments for: |  |
Amortisation of intangible assets | 131,727 | 131,727
Depreciation of tangible assets | 357,954 | 356,213
Loss on disposal of tangible assets | (93,776) | (14,528)
Interest paid | 261,785 | 298,974
Interest received | (16,525) | (10,563)
Taxation charge | 835,510 | 1,071,594
Decrease in stocks | 18,972 | 101,080
(Increase) in debtors | (5,943,693) | (5,824,310)
Increase in creditors | 4,145,620 | 1,846,120
Corporation tax (paid) | (701,013) | (536,784)
Net cash generated from operating activities | 2,503,514 | (948,557)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | - | (2,580)
Net cash outflow on purchase of investments | - | (349,999)
Purchase of tangible fixed assets | (113,230) | (315,045)
Sale of tangible fixed assets | 152,000 | 34,991
Interest received | 16,525 | 10,563
HP interest paid | (23,900) | (21,159)
Deferred consideration paid in advance | - | (219,094)
Net cash from investing activities | 31,395 | (862,323)
Cash flows from financing activities |  |
Repayment of loans | (179,323) | (162,142)
(Repayment of)/new finance leases | (168,595) | 32,693
Movements on invoice discounting | 945,037 | (413,075)
Dividends paid | (1,000,000) | (600,000)
Interest paid | (237,885) | (256,947)
Purchase of own shares | (718,859) | (75,000)
Net cash used in financing activities | (1,359,625) | (1,474,471)
Net increase/(decrease) in cash and cash equivalents | 1,175,284 | (3,285,351)
Cash and cash equivalents at beginning of year | 2,151,151 | 5,436,502
Cash and cash equivalents at the end of year | 3,326,435 | 2,151,151
Page 16
THE TORRINGTON GROUP LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025
|  | 2025 | 2024
|  | £ | £
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 3,326,435 | 2,151,151
The notes on pages 19 to 40 form part of these financial statements.
Page 17
THE TORRINGTON GROUP LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 MAY 2025
| At 1 June 2024 | Cash flows | At 31 May 2025
| £ | £ | £
Cash at bank and in hand | 2,151,151 | 1,175,694 | 3,326,845
Debt due after 1 year | (146,538) | 146,538 | -
Debt due within 1 year | (179,298) | (389,658) | (568,956)
Finance leases | (366,178) | 168,595 | (197,583)
| 1,459,137 | 1,101,169 | 2,560,306
The notes on pages 19 to 40 form part of these financial statements.
Page 18
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
1. | General information
The Torrington Group Limited ("the Company") is a private company limited by shares, incorporated in England and Wales. Its registered office is Leytonstone House, 3 Hanbury Drive, Leytonstone, E11 1GA. 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 19
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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. Revenue on long-term contracts is recognised according to the stage of completion at the period end date by accruing or deferring revenue and associated costs by reference to the stage of completion. The stage of completion is based upon a review of the contract progress and proportion of the total estimated contract value of the costs after accruing for work performed up to the period end date. Commission earned where the entity acts as an intermediary on long-term contracts is recognised according to the stage of completion at the period end date and is measured as the fair value of the consideration received or receivable. Page 20
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.5 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.9 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds. Page 21
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.10 | 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 and the Group operate and generate 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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.
| 2.11 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other 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 ten years. Page 22
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.12 | 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. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | Straight line over 10 years
|  |  |  | Motor vehicles | - | 4 years reducing balance method
|  |  |  | Fixtures & fittings and office equipment | - | 2-5 years reducing balance and straight-line method
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 profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period. Page 23
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.14 | Associates and joint ventures
An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control. An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition. Any premium on acquisition is dealt with in accordance with the goodwill policy.
| 2.15 | 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. Work in progress and finished goods include labour and attributable overheads. 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 profit or loss.
| 2.16 | 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.
| 2.17 | 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 three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 24
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.19 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.20 | Financial instruments
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 Balance sheet when the Group becomes party to the contractual provisions of the instrument. 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 Group'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 Page 25
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
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 arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
| 2.21 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 26
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are continually applied and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical judgements in applying the entity's accounting policies There are no critical judgements in applying the entity's accounting policies. Key sources of estimation uncertainty Revenue recognition For long term contracts involving design, procurement and installation services, revenue is recognised based on a percentage completion method. For installed goods the margin attributable to the cost of goods sold is recognised at the point of installation and acceptance by the customer such that the Company recognises revenue for the transfer of uninstalled goods at an amount equal to the costs to procure. Management judgements include the stage of completion of long-term contracts and costs to complete. Included within prepayments and accrued income (note 17) and accruals and deferred income (note 19) is accrued revenue in excess of payments on account of £24,137,265 (2024 - £20,103,674) recognised as amounts recoverable on contracts and associated accrued costs of £16,786,142 (2024 - £17,132,399) respectively.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Furniture supply and installation | 85,022,569 | 77,908,520
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 57,450,483 | 51,836,029
| Rest of Europe | 26,254,578 | 23,412,429
| Rest of the world | 1,317,508 | 2,660,062
|  | 85,022,569 | 77,908,520
Page 27
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
5. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | 174,441 | 71,282
| Other operating lease rentals | 687,775 | 840,170
| Defined contribution pension cost | 122,785 | 106,945
| Profit on disposal of tangible fixed assets | (93,776) | (14,528)
| Amortisation of intangible fixed assets | 131,727 | 131,727
| Depreciation of tangible fixed assets | 357,954 | 356,213
6. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor and its associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements | 65,750 | 65,000
| Fees payable to the Company's auditor and its associates in respect of: |  |
| All other non-audit services | 61,190 | 70,263
Page 28
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
7. | Employees
| Staff costs, including director's remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 7,483,737 | 8,267,011
| Social security costs | 922,503 | 1,084,595
| Cost of defined contribution scheme | 147,787 | 106,945
|  | 8,554,027 | 9,458,551
| The average monthly number of employees, including the director, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Directors | 2 | 2 | 2 | 2
|  | Other employees | 96 | 113 | - | -
|  |  | 98 | 115 | 2 | 2
8. | Director's remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Director's emoluments | 94,462 | 201,000
| Group contributions to defined contribution pension schemes | 1,860 | 2,626
|  | 96,322 | 203,626
| During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £65,033 (2024 - £118,496).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,313 (2024 - £1,313).
Page 29
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
9. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 16,525 | 10,563
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 204,410 | 253,562
| Finance leases and hire purchase contracts | 23,900 | 21,159
| Other interest payable | 33,475 | 24,253
|  | 261,785 | 298,974
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 863,112 | 932,214
| Adjustments in respect of previous periods | (3,710) | 23,134
| Total current tax | 859,402 | 955,348
| Deferred tax |  |
| Origination and reversal of timing differences | (23,804) | (32,938)
| Adjustments in respect of previous periods | (88) | 149,184
| Total deferred tax | (23,892) | 116,246
|  | 835,510 | 1,071,594
Page 30
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 4,342,463 | 2,703,514
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 1,085,616 | 675,879
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 32,932 | 32,932
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 36,435 | 35,015
| Deferred tax not provided | (23,804) | (57,448)
| Adjustments to tax charge in respect of prior periods | (3,798) | 172,318
| Utilisation of tax losses | (18,195) | -
| Other differences leading to an increase (decrease) in the tax charge | (44,976) | 50,344
| Foreign tax | (228,700) | 162,554
| Total tax charge for the year | 835,510 | 1,071,594
12. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends paid | 1,000,000 | 600,000
Page 31
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
13. | Intangible assets
| Group and Company
|  | Trademarks | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 June 2024 | 4,256 | 1,684,661 | 1,688,917
| At 31 May 2025 | 4,256 | 1,684,661 | 1,688,917
| Amortisation |  |  |
| At 1 June 2024 | 1,675 | 357,324 | 358,999
| Charge for the year on owned assets | 24 | 131,727 | 131,751
| At 31 May 2025 | 1,699 | 489,051 | 490,750
| Net book value |  |  |
| At 31 May 2025 | 2,557 | 1,195,610 | 1,198,167
| At 31 May 2024 | 2,581 | 1,327,337 | 1,329,918
Page 32
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
14. | Tangible fixed assets
| Group
|  | Long-term leasehold property | Motor vehicles | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 June 2024 | 384,785 | 349,648 | 1,128,233 | 123,525 | 1,986,191
| Additions | - | - | 79,977 | 33,253 | 113,230
| Disposals | - | (174,672) | - | - | (174,672)
| Exchange adjustments | - | - | - | 215 | 215
| At 31 May 2025 | 384,785 | 174,976 | 1,208,210 | 156,993 | 1,924,964
| Depreciation |  |  |  |  |
| At 1 June 2024 | 57,464 | 28,199 | 542,618 | 15,924 | 644,205
| Charge for the year on owned assets | 52,053 | - | 200,385 | 5,953 | 258,391
| Charge for the year on financed assets | - | 99,562 | - | - | 99,562
| Disposals | - | (116,448) | - | - | (116,448)
| Exchange adjustments | - | - | - | 165 | 165
| At 31 May 2025 | 109,517 | 11,313 | 743,003 | 22,042 | 885,875
| Net book value |  |  |  |  |
| At 31 May 2025 | 275,268 | 163,663 | 465,207 | 134,951 | 1,039,089
| At 31 May 2024 | 327,321 | 321,449 | 585,615 | 107,601 | 1,341,986
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Motor vehicles | 162,791 | 320,566
Page 33
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
15. | Fixed asset investments
| Group
|  | Other investments
|  | £
| Cost or valuation |
| At 1 June 2024 | 200,000
| At 31 May 2025 | 200,000
| Company
|  | Investments in subsidiary companies | Other investments | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 June 2024 | 2,663,441 | 200,000 | 2,863,441
| At 31 May 2025 | 2,663,441 | 200,000 | 2,863,441
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Tsunami Axis Limited | Ordinary | 100%
| Tsunami Axis GmbH | Ordinary | 100%
| Axis@Work Limited | Ordinary | 100%
| Du Foyer Limited | Ordinary | 100%
| Tsunami Axis Labs LLP* | See below* | -%
| Tsunami Axis Luxembourg Sarl | Ordinary | 100%
| Tsunami Axis Switzerland SA | Ordinary | 100%
| *Tsunami Axis Labs LLP is an indirect subsidiary of the Group by virtue of Tsunami Axis Limited having a controlling interest in the entity.
Page 34
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
16. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 100,527 | 119,499
17. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 15,318,406 | 13,219,496 | - | -
| Other debtors | 802,744 | 571,502 | 239,893 | 239,893
| Prepayments and accrued income | 24,990,996 | 20,604,896 | - | -
|  | 41,112,146 | 34,395,894 | 239,893 | 239,893
| Included within trade debtors are invoice financed debts. Advances of £4,536,817 (2024 - £3,591,780) have been drawn against these debts are included in creditors (see Note 19).
18. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 3,326,435 | 2,151,151 | 2,711 | 319
Page 35
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 146,513 | 179,298 | 146,513 | 179,298
| Trade creditors | 14,820,022 | 10,895,061 | - | -
| Amounts owed to group undertakings | - | - | 1,071,732 | 1,071,732
| Corporation tax | 1,340,114 | 1,191,073 | 386 | -
| Other taxation and social security | 464,638 | 810,851 | - | -
| Obligations under finance lease and hire purchase contracts | 29,154 | 50,824 | - | -
| Proceeds of factored debts | 4,536,817 | 3,591,780 | - | -
| Other creditors | 1,491,994 | 931,594 | 1,870,109 | 1,688,722
| Accruals and deferred income | 19,815,332 | 19,036,301 | 5,393 | 5,393
|  | 42,644,584 | 36,686,782 | 3,094,133 | 2,945,145
| Obligations under finance leases and hire purchase contracts of £197,583 (2024 - £366,178) are secured on the assets to which they relate. Amounts drawn on an invoice financing facility of £4,536,817 (2024 - £3,591,780) are secured by fixed and floating charge over the assets of the Group.
20. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | - | 146,538 | - | 146,538
| Net obligations under finance leases and hire purchase contracts | 168,429 | 315,354 | - | -
|  | 168,429 | 461,892 | - | 146,538
Page 36
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
21. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 146,513 | 179,298 | 146,513 | 179,298
| Amounts falling due 1-2 years |  |  |  |
| Bank loans | - | 146,538 | - | 146,538
| Amounts falling due 2-5 years |  |  |  |
|  | 146,513 | 325,836 | 146,513 | 325,836
| The subsidiary companies have provided a cross-guarantee to the parent company in respect of the bank loans.
22. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 29,154 | 50,824
| Between 1-5 years | 168,429 | 315,354
|  | 197,583 | 366,178
Page 37
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
23. | Financial instruments
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Financial assets |  |  |  |
| Financial assets measured at amortised cost | 41,289,307 | 35,578,937 | 3,103,653 | 3,103,653
| Financial liabilities |  |  |  |
| Financial liabilities measured at amortised cost | 39,492,044 | 33,984,888 | 2,374,886 | 3,091,683
| Financial assets measured at amortised cost comprise investments, cash at bank, trade debtors, other debtors (excluding taxation) and accrued income.
| Other financial liabilities measured at amortised cost comprise trade creditors, other creditors, finance leases, factored debts, accruals and bank loans. No taxation creditors.
24. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (116,246)
| Charged to profit or loss | 23,892
| At end of year | (92,354)
| Company
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Fixed asset timing differences | 92,354 | 116,246
Page 38
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
25. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 6,051 (2024 - 6,051) Ordinary A shares of £0.001 each | 6.05 | 6.05
|  | Nil (2024 - 1,413) Ordinary B shares of £0.001 each | - | 1.41
|  | 610 (2024 - 605) Ordinary AA shares of £0.001 each | 0.61 | 0.61
|  | Nil (2024 - 151) Ordinary BB shares of £0.001 each | - | 0.15
|  | 218 (2024 - Nil) Ordinary C non voting shares of £0.001 each | 0.22 | -
|  |  | 6.88 | 8.22
| During the year, the Company entered into an unconditional multiple completion contract to purchase 1,413 Ordinary B shares and 151 Ordinary BB shares of its own share capital for total consideration of £850,000. Under the terms of the agreement the uncancelled shares were reclassified as non voting ordinary C shares of £0.001 each. As at the 31 May 2026 1,195 out of 1,413 of the Ordinary B shares and 151 of the Ordinary BB shares had been purchased and cancelled, for consideration of £718,859.
26. | Reserves
Share premium account The Share premium accounts represents amounts paid above the par value for ordinary shares held in the Company. Foreign exchange reserve The Foreign exchange reserve represents an adjustment on consolidation when eliminating Group investments in foreign subsidiaries. This is a non-distributable reserve. Profit and loss account The Profit and loss account consists of distributable reserves arising from cumulative historical profits and losses less any distributions made.
27. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge ,represents contributions payable by the Group to the fund and amounted to £147,787 (2024 - £106,945). Contributions totalling £14,522 (2024 - £16,916) were payable to the fund at the balance sheet date and are included in other creditors. Page 39
THE TORRINGTON GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
28. | Commitments under operating leases
| At 31 May 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 571,829 | 689,841
| Later than 1 year and not later than 5 years | 1,196,388 | 1,582,008
| Later than 5 years | 321,797 | 1,297,966
|  | 2,090,014 | 3,569,815
29. | Transactions with directors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed as at 1 June | 34,622 | 12,411
| Advances during the period | 586,188 | 622,211
| Credits during the period | (622,979) | (600,000)
| Interest charged | 2,169 | -
| Amounts (owed to)/owed as at 31 May | - | 34,622
30. | Related party transactions
| The Company is exempt from disclosing related party transactions with companies that are wholly owned within the Group. Key management personnel compensation paid during the year totalled £778,150 (2024 - £965,938). On 24 May 2022, 756 options to subscribe for ordinary shares had been granted to key management personnel and remained unexercised under an Enterprise Management Incentive Scheme as approved by the shareholders. Directors had an interest in dividends paid during the year of £1,000,000 (2024 - £600,000). Included in debtors due within one year is an amount of £Nil (2024 - £34,622) owed by a director in respect of a directors loan account.
Page 40