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Registered number: 01204782 GROVES OF THAME LIMITED AUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
GROVES OF THAME LIMITED COMPANY INFORMATION
Directors | A S Groves
| M J Groves
| N P Groves
| G T Pope
Company secretary | M J Groves
Registered number | 01204782
Registered office | Eastern Bypass
| Thame
| Oxfordshire
| OX9 3FU
Independent auditors | Wellers
| Accountants & Statutory Auditors
| 3rd Floor
| The Coade
| 98 Vauxhall Walk
| London
| SE11 5EL
Bankers | Lloyds Bank
| 27-31 White Hart Street
| High Wycombe
| Buckinghamshire
| HP11 2HL
GROVES OF THAME LIMITED CONTENTS
| Page
Strategic Report | 1 - 3
Directors' Report | 4 - 5
Independent Auditors' Report | 6 - 9
Statement of Income and Retained Earnings | 10
Statement of Financial Position | 11 - 12
Statement of Cash Flows | 13
Analysis of Net Debt | 14
Notes to the Financial Statements | 15 - 30
GROVES OF THAME LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Introduction
The principal activity of the company in the year under review was that of the sale and distribution of haberdashery and needlecraft products. The company is a UK market leader in the supply of sewing, needlecraft and other related gift items to retailers in the UK, Republic of Ireland and many non-EU international markets.
Business review
The directors are pleased to report that the company had another successful year despite economic conditions in the UK & Irish markets being challenging during the financial period. Turnover decreased by 4.7% which we consider to be a reasonable result given the continued tough trading conditions in the U.K market and also the continued transfer of some business to the Group’s French business serving mainland EU from it’s warehouse in central France. The company will remain focused on improving its logistic systems and continue to increase spending on information technology. Environment The Solar 298KWp installation on our Thame premises continues to perform as per expectations and is on track for our projected payback schedule. The company’s electricity consumption and carbon footprint has been substantially reduced. In Spring/Summer/early Autumn months, the main Thame office and warehouse are now operating “off grid” for many hours during the working day with excess generated electricity feeding into the local grid. Over 40% of the annual electricity consumption of our warehouse and offices in Thame is now supplied by our own green energy system. The UK fleet of vehicles is now over 75% electric hybrid or plugin hybrid, with the remaining diesel fuel vehicles expected to be replaced with alternative fuel vehicles in the near future. The company has an aggressive target to reduce plastic packaging. We are continuing to work with suppliers, to reduce to a minimum, plastic packaging use. Also the company aims to use recycled plastic where plastic packaging is still required. Progress is shown graphically on the Groves website with an interactive live “speedometer” graphic enabling daily progress to be easily shared. Page 1
GROVES OF THAME LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Principal risks and uncertainties
The company's policy is to finance working capital through retained earnings. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The company uses various financial instruments these include cash, and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the company's operations. The existence of these financial instruments exposes the company to a number of financial risks, which are described in more detail below. Currency Risk The company is exposed to foreign exchange risk due to a significant proportion of annual purchases made in US Dollars and Euros. Some natural hedging realised by sales exports in Euros, offsets a proportion of the Euro risk. Transaction exposure is evident in the use of foreign currency accounts. Exchange differences on retranslation of these assets and liabilities are taken to the profit and loss account. Liquidity Risk The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The objective is to ensure a mix of funding methods offering flexibility and cost effectiveness to match the needs of the company. The company has no borrowing and its liquidity requirements are met from cash resources. Interest rate risk The company finances its operations through cash resources. Interest receivable on funds on deposit is affected by changes in market interest rates. Credit Risk The principal credit risk arises from trade debtors. In order to manage credit risk the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with the debt ageing and collection history.
Financial key performance indicators
The Company’s turnover decreased by 4.7% over the financial year maintaining gross margin. This decrease in turnover reflecting continued transfer of mainland EU sales to the group’s French company. Pre-tax profits were maintained by implementing a successful cost reduction program and favourable foreign exchange rates. Stock levels have stabilised after a prolonged period of reductions from the Covid peak. Acquisitions & Future Developments The Directors continue to review acquisition opportunities that offer long term value. The Directors expect to continue a program designed to make order processing and picking more efficient and continue to look for opportunities to expand the product range appropriately. The company is always searching for new and profitable brand distribution opportunities. Page 2
GROVES OF THAME LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Other key performance indicators
In the opinion of the directors, beyond the information included in the financial statements there are no key performance indicators whose disclosure is necessary for an understanding of the development, performance or position of the company. This report was approved by the board and signed on its behalf.
M J Groves Director
Date: 26 March 2026
Page 3
GROVES OF THAME LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The directors present their report and the financial statements for the year ended 30 June 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; ∙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 £2,436,699 (2024 - £2,469,562).
Directors
The directors who served during the year were:
A S Groves
M J Groves
N P Groves
G T Pope
Environmental matters
The Company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Company has complied with all applicable legislation and regulations.
Future developments
The Directors expect to continue a programme designed to make order processing and picking more efficient and continue to look for opportunities to expand the product range appropriately. The company is always searching for new and profitable brand distribution opportunities and also, company acquisitions. Page 4
GROVES OF THAME LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
The auditors, Wellers, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
M J Groves Director
Date: 26 March 2026
Page 5
GROVES OF THAME LIMITED INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME LIMITED
Opinion
We have audited the financial statements of Groves of Thame Limited (the 'Company') for the year ended 30 June 2025, which comprise the Statement of Income and Retained Earnings, the Analysis of Net Debt, the Statement of Financial Position, the Statement of Cash Flows 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 June 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 Auditors' 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. Page 6
GROVES OF THAME LIMITED INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
GROVES OF THAME LIMITED INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME LIMITED (CONTINUED)
Auditors' 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 Auditors' 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 obtained an understanding of the key laws and regulations that are applicable to the company. We determined that the most significant laws and regulations in the context of the financial statements included but were not limited to the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant tax legislation. We also assessed which areas of the financial statements are more susceptible to misstatement. We considered the opportunities and incentives that may exist within the organisation for fraud, and identified the greatest potential for fraud in revenue recognition, particularly in respect of any manual adjustments made to revenue outside of the day to day recording of transaction and also the potential for off balance sheet items to be considered on balance sheet. We are also mandated to perform specific procedures under ISAs (UK) to respond to the risk of management override. The primary responsibility for the prevention and detection of fraud and irregularities rests with those charged with governance of the company and management. We are not responsible for preventing irregularities. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: • The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience; • Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit; • We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • Making enquiries of management regarding any instances of known or suspected fraud or non-compliance with laws and regulations, as well as any actual or potential litigation and claims; • Gaining an understanding of the design and implementation of the processes and controls in place within the company which are designed to prevent, detect or correct fraud or error within the financial statements. To address the risk of fraud through management bias and override of controls, we: • Reviewed correspondence with legal and regulatory bodies where applicable; • Performed analytical procedures to identify any unusual or unexpected relationships; • Reviewed the detail of certain nominal accounts for indications of management override; • Challenged the accounting treatment applied in respect of revenue recognised during the year, in particular in relation to manual adjustments made to revenue; • Identified and tested journal entries which we considered to be unusual and may be indicative of bias on the part of management or those charged with governance, investigating the rationale behind significant or unusual transactions; Page 8
GROVES OF THAME LIMITED INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF GROVES OF THAME LIMITED (CONTINUED) • Reviewed the minutes of meetings of management and those charged with governance. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: • We agreed the financial statements disclosures to underlying supporting documentation. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including 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 Auditors' 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 Auditors' 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. Mr Matthew Wyatt (Senior Statutory Auditor) for and on behalf of Wellers Accountants Statutory Auditors 3rd Floor The Coade 98 Vauxhall Walk London SE11 5EL 27 March 2026 Page 9
GROVES OF THAME LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 26,888,111 | 28,236,437
Cost of sales |  | (16,518,808) | (17,315,845)
Gross profit |  | 10,369,303 | 10,920,592
Administrative expenses |  | (7,624,864) | (8,043,007)
Operating profit | 5 | 2,744,439 | 2,877,585
Interest receivable and similar income |  | 506,106 | 420,949
Profit before tax |  | 3,250,545 | 3,298,534
Tax on profit | 9 | (813,846) | (828,972)
Profit after tax |  | 2,436,699 | 2,469,562
Retained earnings at the beginning of the year |  | 22,081,391 | 19,611,831
|  | 22,081,391 | 19,611,831
Profit for the year |  | 2,436,699 | 2,469,562
Dividends declared and paid |  | (6,550,000) | -
Retained earnings at the end of the year |  | 17,968,090 | 22,081,393
The notes on pages 15 to 30 form part of these financial statements.
Page 10
GROVES OF THAME LIMITED REGISTERED NUMBER: 01204782 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | 727,167 |  | 708,428
|  |  | 727,167 |  | 708,428
Current assets |  |  |  |  |
Stocks | 12 | 7,873,129 |  | 7,611,658 |
Debtors: amounts falling due within one year | 13 | 4,701,721 |  | 5,289,880 |
Cash at bank and in hand | 14 | 6,540,400 |  | 11,370,862 |
|  | 19,115,250 |  | 24,272,400 |
Creditors: amounts falling due within one year | 15 | (1,816,615) |  | (2,848,030) |
Net current assets |  |  | 17,298,635 |  | 21,424,370
Total assets less current liabilities |  |  | 18,025,802 |  | 22,132,798
Provisions for liabilities |  |  |  |  |
Deferred tax | 16 | (47,611) |  | (41,305) |
|  |  | (47,611) |  | (41,305)
Net assets |  |  | 17,978,191 |  | 22,091,493
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 10,100 |  | 10,100
Profit and loss account |  |  | 17,968,091 |  | 22,081,393
|  |  | 17,978,191 |  | 22,091,493
Page 11
GROVES OF THAME LIMITED REGISTERED NUMBER: 01204782 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 JUNE 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
M J Groves
Director
Date: 26 March 2026
The notes on pages 15 to 30 form part of these financial statements. Page 12
GROVES OF THAME LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 2,436,699 | 2,469,562
Adjustments for: |  |
Depreciation of tangible assets | 140,878 | 143,387
Loss on disposal of tangible assets | (11,690) | (3,365)
Interest received | (506,106) | (420,949)
Taxation charge | 813,846 | 828,972
(Increase)/decrease in stocks | (261,471) | 352,808
Decrease in debtors | 588,158 | 318,793
Decrease/(increase) in amounts owed by groups | - | (3,953)
(Decrease) in creditors | (666,245) | (1,328,401)
Corporation tax (paid) | (1,172,710) | (249,752)
Net cash generated from operating activities | 1,361,359 | 2,107,102
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (188,422) | (69,738)
Sale of tangible fixed assets | 40,495 | 27,277
Interest received | 506,106 | 420,949
Net cash from investing activities | 358,179 | 378,488
Cash flows from financing activities |  |
Dividends paid | (6,550,000) | -
Net cash used in financing activities | (6,550,000) | -
Net (decrease)/increase in cash and cash equivalents | (4,830,462) | 2,485,590
Cash and cash equivalents at beginning of year | 11,370,862 | 8,885,272
Cash and cash equivalents at the end of year | 6,540,400 | 11,370,862
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 6,540,400 | 11,370,862
| 6,540,400 | 11,370,862
Page 13
GROVES OF THAME LIMITED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 30 JUNE 2025
| At 1 July 2024 | Cash flows | At 30 June 2025
| £ | £ | £
Cash at bank and in hand | 11,370,862 | (4,830,462) | 6,540,400
| 11,370,862 | (4,830,462) | 6,540,400
The notes on pages 15 to 30 form part of these financial statements.
Page 14
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Groves of Thame Limited is a private company, limited by shares, incorporated in England. The principal activity of the company in the year under review was that of the sale and distribution of haberdashery and needlecraft products. The company is a UK market leader in the supply of sewing, needlecraft and other related gift items to retailers in the UK, Republic of Ireland and other European markets. The registered office is Eastern Bypass, Thame, Oxfordshire, OX9 3FU. 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 accounts have been prepared on a going concern basis. The following principal accounting policies have been applied:
| 2.2 | 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 Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 15
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.3 | Revenue
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised: Sale of goods Turnover 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 turnover 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.
| 2.4 | 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. 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.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the accrual method.
| 2.6 | Pensions
Defined contribution pension plan The Company contributes to a defined contribution plan for its employees. A defined contribution plan 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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds. Page 16
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.7 | 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 reporting 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 reporting 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 reporting date.
| 2.8 | 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. 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. Page 17
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.8 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Motor vehicles | - | 30% |
|  |  |  | Fixtures and fittings | - | 15% |
|  |  |  | Computer equipment | - | 30% |
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.
| 2.9 | 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 reporting 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.
| 2.10 | 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.
| 2.11 | 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 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 Company's cash management.
| 2.12 | 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 18
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.13 | 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. Page 19
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.14 | Financial instruments
The Company 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 Company's Statement of Financial Position 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 Page 20
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.14 | Financial instruments (continued)
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 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.
| 2.15 | 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 21
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 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 by using information available at the balance sheet date, the Directors make judgements based on experience regarding the level of provision required to account for potentially uncollectable receivables. Stock provisions are considered by management to involve a significant degree of estimation uncertainity and are recorded to reflect the relevant stock items at net realisable value where appropriate, as noted in the accounting policies. The directors judgement is applied to categorising these items within the stock system based upon historical stock performance and industry knowledge.
4. | Turnover
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 24,824,815 | 25,271,664
| Rest of Europe | 2,063,296 | 2,964,773
|  | 26,888,111 | 28,236,437
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | 12,808 | 11,883
| Other operating lease rentals | 700,841 | 702,342
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 18,150 | 18,150
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Page 22
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 4,013,067 | 4,547,123
| Social security costs | 473,816 | 491,918
| Cost of defined contribution scheme | 95,413 | 88,357
|  | 4,582,296 | 5,127,398
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration | 32 | 35
|  | Selling and Distribution | 65 | 71
|  |  | 97 | 106
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 908,120 | 1,323,275
| Company contributions to defined contribution pension schemes | 7,906 | 6,905
|  | 916,026 | 1,330,180
| The highest paid director received remuneration of £353,392 (2024 - £294,173).
Page 23
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 807,540 | 848,425
|  | 807,540 | 848,425
| Total current tax | 807,540 | 848,425
| Deferred tax |  |
| Origination and reversal of timing differences | 6,306 | (19,453)
| Total deferred tax | 6,306 | (19,453)
| Tax on profit | 813,846 | 828,972
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher 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 | 3,250,545 | 3,298,534
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 812,636 | 824,634
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | (2,922) | 834
| Capital allowances for year in excess of depreciation | (2,174) | 17,421
| Short-term timing difference leading to an increase (decrease) in taxation | 6,306 | -
| Other differences leading to an increase (decrease) in the tax charge | - | (13,917)
| Total tax charge for the year | 813,846 | 828,972
Page 24
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 9.Taxation (continued)
| Factors that may affect future tax charges
Changes in tax laws and rates may affect future tax charges.
10. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends | 6,550,000 | -
|  | 6,550,000 | -
11. | Tangible fixed assets
|  | Motor vehicles | Fixtures & fittings | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 July 2024 | 294,983 | 1,939,897 | 235,892 | 2,470,772
| Additions | 144,772 | 43,650 | - | 188,422
| Disposals | (112,060) | (9,750) | - | (121,810)
| At 30 June 2025 | 327,695 | 1,973,797 | 235,892 | 2,537,384
| Depreciation |  |  |  |
| At 1 July 2024 | 167,926 | 1,359,113 | 235,305 | 1,762,344
| Charge for the year on owned assets | 49,723 | 90,975 | 180 | 140,878
| Disposals | (88,090) | (4,915) | - | (93,005)
| At 30 June 2025 | 129,559 | 1,445,173 | 235,485 | 1,810,217
| Net book value |  |  |  |
| At 30 June 2025 | 198,136 | 528,624 | 407 | 727,167
| At 30 June 2024 | 127,057 | 580,784 | 587 | 708,428
Page 25
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
12. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 7,873,129 | 7,611,658
|  | 7,873,129 | 7,611,658
13. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 3,283,970 | 3,613,992
| Amounts owed by group undertakings | 667,556 | 667,556
| Other debtors | 548,455 | 809,672
| Prepayments and accrued income | 201,740 | 198,660
|  | 4,701,721 | 5,289,880
14. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 6,540,400 | 11,370,862
|  | 6,540,400 | 11,370,862
| The Company has a facility with Lloyds Bank PLC. No amount was outstanding at the balance sheet date, the facility is secured by a fixed and floating charge over all the company's assets.
Page 26
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 465,132 | 609,665
| Corporation tax | 49,287 | 414,457
| Other taxation and social security | 399,269 | 404,749
| Other creditors | 26,020 | 26,508
| Accruals and deferred income | 876,907 | 1,392,651
|  | 1,816,615 | 2,848,030
Page 27
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
16. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (41,305) | (60,758)
| Charged to profit or loss | (6,306) | 19,453
| At end of year | (47,611) | (41,305)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (47,611) | (41,305)
|  | (47,611) | (41,305)
17. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 101,000 (2024 - 101,000) Ordinary shares of £0.10 each | 10,100 | 10,100
Page 28
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
18. | Pension commitments
The company contributes to 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 £87,508 (2024: £88,359)
19. | Commitments under operating leases
| The Company had no commitments under non-cancellable operating leases at the reporting date.
20. | Related party transactions
| The company traded with HTL Limited, a company incorporated in Hong Kong, of which 100% of the share capital is owned by Sewgroup HTL (Holdings) Limited. In the previous year Groves of Thame (Holdings) Limited acquired 100% of the share capital of Sewgroup HTL (Holdings) Limited as part of the transaction Groves of Thame Limited transferred its shares in Sewgroup HTL (Holdings) Limited to Groves of Thame (Holdings) Limited. Groves of Thame (Holdings) Limited a company incorporated in the UK is the ultimate parent company for the year ended 30th June 2024 which holds 100% of Groves of Thame Limited. All transactions were undertaken on an arms length basis and are summarised below:
|  | 2025 | 2024
|  | £ | £
| HTL Purchases | 3,178,369 | 3,835,263
| HTL Supplier balance | (3,267) | (68,745)
| Groves of Thame (Holdings) Limited intercompany balance | 663,604 | 663,604
| Dividend paid to Groves of Thame (Holdings) Limited | 6,550,000 | -
| Rent paid to Groves of Thame (Holdings) Limited | 696,336 | 696,336
| Adjustoform Products Limited sales | 27,694 | 13,751
| Adjustoform Products Limited supplier balance | (20,480) | (5,311)
| Adjustoform Products Limited purchases | 35,378 | 22,340
| Sarl Distrifil debtor balance | 86,145 | 104,386
| Sarl Distrifil sales | 723,821 | 983,927
| Sewgroup LLC intercompany balance | 3,953 | 3,953
Page 29
GROVES OF THAME LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
21. | Controlling party
The directors consider Groves of Thame (Holdings) Limited a company incorporated in the UK on 03/02/2015 to be the ultimate parent company for the year ended 30th June 2025. Ultimate control of Groves of Thame Limited is considered to rest with the Groves family who had controlling interest in the company's parent company throughout the year ended 30th June 2025 and 2024.
Page 30