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Registered number: 08872232 GROVES OF THAME (HOLDINGS) LIMITED AUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
GROVES OF THAME (HOLDINGS) LIMITED COMPANY INFORMATION
Directors | A Groves
| M Groves
| N Groves
| S Castley
| J Cousin
| G Pope
Company secretary | M Groves
Registered number | 08872232
Registered office | 73 Southern Road
| Thame
| Oxfordshire
| OX9 2ED
Independent auditors | Wellers
| Accountants & Statutory Auditors
| 3rd Floor
| The Coade
| 98 Vauxhall Walk
| London
| SE11 5EL
GROVES OF THAME (HOLDINGS) LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 4
Directors' Report | 5 - 6
Independent Auditors' Report | 7 - 11
Consolidated Statement of Comprehensive Income | 12
Consolidated Statement of Financial Position | 13 - 15
Company Statement of Financial Position | 16 - 17
Consolidated Statement of Changes in Equity | 18 - 22
Company Statement of Changes in Equity | 23 - 24
Consolidated Statement of Cash Flows | 25 - 26
Consolidated Analysis of Net Debt | 27
Notes to the Financial Statements | 28 - 54
GROVES OF THAME (HOLDINGS) LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Introduction
In September 2022, Groves of Thame (Holdings) Ltd, acquired the entire share capital of Asia based businesses, SewGroup HTL (Holdings) Ltd and SGA Holding Ltd, also the entire share capital of French based F.I.C Group. The resulting group of companies operating under the SewGroup banner, enables effective and efficient worldwide production, sourcing and distribution of haberdashery and needlecraft products. The principal activity of the company in the year under review was that of the production, sourcing, sale and distribution of haberdashery and needlecraft products. The company is an International market leader in the supply of sewing, needlecraft and other related gift items to retailers in over 40 countries worldwide. Page 1
GROVES OF THAME (HOLDINGS) LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Business review
The directors are pleased to report that the group had another successful year, despite a setback in the US market in early 2025 with the loss of a major client and associated bad debt. The group now has substantial business in mainland Europe serviced by our facility in central France. The UK operation services the UK, Republic of Ireland and numerous smaller territories outside the EU. The Asia based business in addition to servicing our EU and UK businesses, also supplies around forty other important worldwide markets. The Adjustoform dressform manufacturing business based in Kent UK, with additional manufacturing facilities in China, contributes to the group’s worldwide export business. Our recently formed company, USA based Sewgroup LLC, is enabling us to begin to service the US market with locally held stock and this business is expected to grow strongly in the years ahead. Environment The Group is committed to taking steps to minimise and offset the impact of our daily operations on the 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 since commissioning. In Spring/Summer and early Autumn months, the main UK office and warehouse near Oxford, 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 and over 120,000 kwh is being fed back into the local electricity grid. The group’s Southern China factory now has a significant Solar PV installation. This is providing approx. 60% of the factory power needs, the installation is now producing in excess of 77,000 kwh each month and covers 6,500 Sq m of roof top. 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. The recent launch of the Group’s “Milward Green” zero plastic packaging range of haberdashery, has been successfully launched in many markets. 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. In the UK and Ireland, progress is shown graphically on the Groves website with an interactive live “speedometer” graphic enabling daily progress to be easily shared. This is very much an ongoing project and the Directors are very pleased with the results achieved to date. Page 2
GROVES OF THAME (HOLDINGS) LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Principal risks and uncertainties
The group'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 group has very limited borrowing and its liquidity requirements are met primarily 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 group KPIs include the effective management of the gross profit and associated stock margins which are subject to changes in material costs transport cost fluctuations, exchange rate changes and import duties. Turnover growth is one of the company's key objectives through both organic and acquisition sales growth. Turnover for 2025 fell marginally to £63m with a small reduction in gross margin. The financial contribution from the Asia businesses was substantially impaired by a significant bad debt owing from a large US retailer. The contribution from the French businesses was maintained at a similar level to the previous year. The unaudited sum of 12 month sales for the year for all entities prior to group eliminations is £79.6m. Stock levels have been maintained at more normal pre pandemic levels. We are not aware of any significant post year end events loss that will have an impact on the group’s 2026 year end performance. Page 3
GROVES OF THAME (HOLDINGS) LIMITED GROUP 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.
Directors' statement of compliance with duty to promote the success of the Group
Section 172 of the Companies Act 2006 requires a Director of a Company to act in the way he or she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing this, section 172 requires a Director to have regard, among other matters, to: the likely consequences of any decision in the long term; the interests of the Company’s employees; the need to foster the Company’s business relationships with suppliers, clients, joint arrangement partners and others; the impact of the Company’s operations on the community and the environment; the desirability of the Company maintaining a reputation for high standards of business conduct; and the need to act fairly with members of the Company. The Directors give careful consideration to the factors set out above in discharging their duties under section 172. The stakeholders we consider in this regard are the people who work for us, our customers and those in the supply chain with whom we engage, our owners, regulatory bodies and those that live in the societies within which we operate. The Directors recognise that building strong relationships with our stakeholders will help us to deliver our strategy in line with our long term values and operate the business in a sustainable way. We are committed to doing business responsibly and thinking for the long term. The Directors regularly receive reports from management on issues concerning customers, the environment, suppliers, employees and other stakeholders which it takes into account in its discussions and in its decision making process under section 172. This report was approved by the board and signed on its behalf.
M Groves Director
Date: 27 March 2026
Page 4
GROVES OF THAME (HOLDINGS) 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 Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are 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 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 the Group 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 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 and minority interests, amounted to £3,382,467 (2024 - £6,240,011).
Directors
The directors who served during the year were:
A Groves
M Groves
N Groves
S Castley
J Cousin
G Pope
Future developments
The Directors continue to review acquisition opportunities that offer long term value. 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. Page 5
GROVES OF THAME (HOLDINGS) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Engagement with suppliers, customers and others
Delivering Groves of Thame (Holdings) Ltd (“SewGroup”) growth strategy and longevity requires strong mutually beneficial relationships with suppliers, customers and other operational partners. SewGroup seeks the promotion and application of certain general principles in such relationships. The ability to promote these principles effectively is an important factor in the decision to enter into or remain in such relationships. The business continuously monitors relationships with both suppliers and customers and those with whom we do business, and the Directors engage with the businesses on these topics. In particular the Directors recognise the importance of on time payments to suppliers along with accurate on time deliveries to customers. The company’s commitment to long term partnerships with both suppliers and customers is key to our success as a business.
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 and the Group'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 and the Group's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
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 Groves Director
Date: 27 March 2026
Page 6
GROVES OF THAME (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVES OF THAME (HOLDINGS) LIMITED
Opinion
We have audited the financial statements of Groves of Thame (Holdings) Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, 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 30 June 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 Auditors' 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's 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 directors with respect to going concern are described in the relevant sections of this report. Page 7
GROVES OF THAME (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVES OF THAME (HOLDINGS) 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 Group 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 Group 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 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 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 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 directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 8
GROVES OF THAME (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVES OF THAME (HOLDINGS) LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 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 directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Page 9
GROVES OF THAME (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVES OF THAME (HOLDINGS) 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 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: 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 Page 10
GROVES OF THAME (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVES OF THAME (HOLDINGS) LIMITED (CONTINUED) 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; • 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 11
GROVES OF THAME (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 62,995,315 | 65,522,096
Cost of sales |  | (35,766,225) | (36,160,182)
Gross profit |  | 27,229,090 | 29,361,914
Administrative expenses |  | (23,181,466) | (22,282,814)
Other operating income | 5 | 174,274 | 314,943
Operating profit | 6 | 4,221,898 | 7,394,043
Interest receivable and similar income | 10 | 737,913 | 660,100
Interest payable and similar expenses | 11 | (118,352) | (113,577)
Profit before taxation |  | 4,841,459 | 7,940,566
Tax on profit | 12 | (1,460,505) | (1,699,334)
Profit for the financial year |  | 3,380,954 | 6,241,232
Foreign exchange reserve movement |  | (623,716) | (146,673)
Other comprehensive income for the year |  | (623,716) | (146,673)
Total comprehensive income for the year |  | 2,757,238 | 6,094,559
Profit for the year attributable to: |  |  |
Non-controlling interests |  | (1,513) | 1,221
Owners of the Parent Company |  | 3,382,467 | 6,240,011
|  | 3,380,954 | 6,241,232
Total comprehensive income for the year attributable to: |  |  |
Non-controlling interest |  | (1,513) | 1,221
Owners of the Parent Company |  | 2,758,751 | 6,093,338
|  | 2,757,238 | 6,094,559
The notes on pages 28 to 54 form part of these financial statements.
Page 12
GROVES OF THAME (HOLDINGS) LIMITED REGISTERED NUMBER: 08872232 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 15 |  | 668,396 |  | 161,137
Tangible assets | 16 |  | 8,003,415 |  | 8,158,006
Investments | 17 |  | 96,626 |  | 23,180
|  |  | 8,768,437 |  | 8,342,323
Current assets |  |  |  |  |
Stocks | 18 | 18,857,036 |  | 18,715,396 |
Debtors: amounts falling due within one year | 19 | 13,307,147 |  | 14,282,892 |
Current asset investments | 20 | 365,307 |  | 358,237 |
Cash at bank and in hand | 21 | 20,469,536 |  | 20,800,850 |
|  | 52,999,026 |  | 54,157,375 |
Creditors: amounts falling due within one year | 22 | (6,051,432) |  | (9,164,221) |
Net current assets |  |  | 46,947,594 |  | 44,993,154
Total assets less current liabilities |  |  | 55,716,031 |  | 53,335,477
Creditors: amounts falling due after more than one year | 23 |  | (867,526) |  | (143,237)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 25 | (49,810) |  | (72,246) |
|  |  | (49,810) |  | (72,246)
Net assets excluding pension asset |  |  | 54,798,695 |  | 53,119,994
Net assets |  |  | 54,798,695 |  | 53,119,994
Capital and reserves |  |  |  |  |
Called up share capital | 26 |  | 14,519 |  | 14,519
Share premium account | 27 |  | 19,837,511 |  | 19,837,511
Capital redemption reserve | 27 |  | 2,525 |  | 2,525
Foreign exchange reserve | 27 |  | (2,086,995) |  | (1,463,279)
Profit and loss account | 27 |  | 36,661,408 |  | 34,315,646
Equity attributable to owners of the Parent Company |  |  | 54,428,968 |  | 52,706,922
Non-controlling interests |  |  | 369,727 |  | 413,072
|  |  | 54,798,695 |  | 53,119,994
Page 13
GROVES OF THAME (HOLDINGS) LIMITED REGISTERED NUMBER: 08872232 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 JUNE 2025 Page 14
GROVES OF THAME (HOLDINGS) LIMITED REGISTERED NUMBER: 08872232 CONSOLIDATED 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 Groves | A Groves
Director | Director
Date: 27 March 2026 |
The notes on pages 28 to 54 form part of these financial statements. Page 15
GROVES OF THAME (HOLDINGS) LIMITED REGISTERED NUMBER: 08872232 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 16 |  | 6,395,034 |  | 6,466,378
Investments | 17 |  | 4,270,579 |  | 4,270,579
|  |  | 10,665,613 |  | 10,736,957
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 19 | - |  | 5,746 |
Cash at bank and in hand | 21 | 7,214,210 |  | 743,572 |
|  | 7,214,210 |  | 749,318 |
Creditors: amounts falling due within one year | 22 | (1,026,955) |  | (1,116,739) |
Net current assets/(liabilities) |  |  | 6,187,255 |  | (367,421)
Total assets less current liabilities |  |  | 16,852,868 |  | 10,369,536
Net assets |  |  | 16,852,868 |  | 10,369,536
Capital and reserves |  |  |  |  |
Called up share capital | 26 |  | 14,519 |  | 14,519
Share premium account | 27 |  | 1,714,690 |  | 1,714,690
Capital redemption reserve | 27 |  | 2,525 |  | 2,525
Profit and loss account | 27 |  | 15,121,134 |  | 8,637,802
|  |  | 16,852,868 |  | 10,369,536
Page 16
GROVES OF THAME (HOLDINGS) LIMITED REGISTERED NUMBER: 08872232 COMPANY 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 Groves | A Groves
Director | Director
Date: 27 March 2026 |
The notes on pages 28 to 54 form part of these financial statements. Page 17
GROVES OF THAME (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Profit and loss account
| £ | £ | £ | £ | £
At 1 July 2024 | 14,519 | 19,837,511 | 2,525 | (1,463,279) | 34,315,646
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | - | 3,382,467
Forex movement | - | - | - | (623,716) | -
Other comprehensive income for the year | - | - | - | (623,716) | -
Total comprehensive income for the year | - | - | - | (623,716) | 3,382,467
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | - | (1,036,705)
Total transactions with owners | - | - | - | - | (1,036,705)
At 30 June 2025 | 14,519 | 19,837,511 | 2,525 | (2,086,995) | 36,661,408
Page 18
GROVES OF THAME (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
| Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
| £ | £ | £
At 1 July 2024 | 52,706,922 | 413,072 | 53,119,994
Comprehensive income for the year |  |  |
Profit for the year | 3,382,467 | (43,345) | 3,339,122
Forex movement | (623,716) | - | (623,716)
Other comprehensive income for the year | (623,716) | - | (623,716)
Total comprehensive income for the year | 2,758,751 | (43,345) | 2,715,406
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | (1,036,705) | - | (1,036,705)
Total transactions with owners | (1,036,705) | - | (1,036,705)
At 30 June 2025 | 54,428,968 | 369,727 | 54,798,695
Page 19
GROVES OF THAME (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 Page 20
GROVES OF THAME (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024
| Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Profit and loss account
| £ | £ | £ | £ | £
At 1 July 2023 | 14,519 | 19,837,511 | 2,525 | (1,316,606) | 28,867,533
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | - | 6,240,011
Forex movement | - | - | - | (146,673) | -
Other comprehensive income for the year | - | - | - | (146,673) | -
Total comprehensive income for the year | - | - | - | (146,673) | 6,240,011
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | - | (791,898)
Total transactions with owners | - | - | - | - | (791,898)
At 30 June 2024 | 14,519 | 19,837,511 | 2,525 | (1,463,279) | 34,315,646
Page 21
GROVES OF THAME (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2024
| Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
| £ | £ | £
At 1 July 2023 | 47,405,482 | 358,435 | 47,763,917
Comprehensive income for the year |  |  |
Profit for the year | 6,240,011 | 54,637 | 6,294,648
Forex movement | (146,673) | - | (146,673)
Other comprehensive income for the year | (146,673) | - | (146,673)
Total comprehensive income for the year | 6,093,338 | 54,637 | 6,147,975
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | (791,898) | - | (791,898)
Total transactions with owners | (791,898) | - | (791,898)
At 30 June 2024 | 52,706,922 | 413,072 | 53,119,994
| The notes on pages 28 to 54 form part of these financial statements.
Page 22
GROVES OF THAME (HOLDINGS) LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 July 2024 | 14,519 | 1,714,690 | 2,525 | 8,637,802 | 10,369,536
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 7,520,007 | 7,520,007
Other comprehensive income for the year | - | - | - | - | -
Total comprehensive income for the year | - | - | - | 7,520,007 | 7,520,007
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (1,036,675) | (1,036,675)
Total transactions with owners | - | - | - | (1,036,675) | (1,036,675)
At 30 June 2025 | 14,519 | 1,714,690 | 2,525 | 15,121,134 | 16,852,868
| The notes on pages 28 to 54 form part of these financial statements.
Page 23
GROVES OF THAME (HOLDINGS) LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 July 2023 | 14,519 | 1,714,690 | 2,525 | 8,718,847 | 10,450,581
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 710,853 | 710,853
Other comprehensive income for the year | - | - | - | - | -
Total comprehensive income for the year | - | - | - | 710,853 | 710,853
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (791,898) | (791,898)
Total transactions with owners | - | - | - | (791,898) | (791,898)
At 30 June 2024 | 14,519 | 1,714,690 | 2,525 | 8,637,802 | 10,369,536
| The notes on pages 28 to 54 form part of these financial statements.
Page 24
GROVES OF THAME (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 3,380,954 | 6,241,232
Adjustments for: |  |
Amortisation of intangible assets | (349,804) | (580,797)
Depreciation of tangible assets | 558,501 | 1,000,827
Impairments of fixed assets | 1,459 | 79,117
Loss on disposal of tangible assets | (12,447) | 131,693
Interest paid | 118,351 | 113,577
Interest received | (763,994) | (660,100)
Taxation charge | 1,557,510 | 1,664,096
Decrease/(increase) in stocks | 120,310 | (1,177,286)
(Increase) in debtors | (1,023,592) | (1,540,010)
(Decrease) in creditors | (1,486,772) | (175,329)
(Decrease)/increase in provisions | (87,602) | -
Corporation tax (paid) | (2,097,239) | (1,457,432)
Foreign exchange | (28,056) | -
Unrealised group profit | 997,831 | -
Net cash generated from operating activities | 885,410 | 3,639,588
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (2,005) | -
Purchase of tangible fixed assets | (297,537) | (420,771)
Sale of tangible fixed assets | - | 6,510
Purchase of listed investments | (73,446) | -
Interest received | 763,994 | 660,100
Net cash from investing activities | 391,006 | 245,839
Cash flows from financing activities |  |
Repayment of loans | (474,206) | (269,319)
Other new loans | - | 211,864
Repayment of/new finance leases | - | (3,846)
Dividends paid | (1,036,705) | (791,898)
Interest paid | (118,351) | (113,577)
Net cash used in financing activities | (1,629,262) | (966,776)
Net (decrease)/increase in cash and cash equivalents | (352,846) | 2,918,651
Cash and cash equivalents at beginning of year | 20,797,370 | 17,878,719
Page 25
GROVES OF THAME (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
|  | 2025 | 2024
|  | £ | £
Cash and cash equivalents at the end of year | 20,444,524 | 20,797,370
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 20,495,617 | 20,800,850
Bank overdrafts | (51,093) | (3,480)
| 20,444,524 | 20,797,370
The notes on pages 28 to 54 form part of these financial statements.
Page 26
GROVES OF THAME (HOLDINGS) LIMITED CONSOLIDATED 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 | 20,800,850 | (331,314) | 20,469,536
Bank overdrafts | (3,480) | (47,613) | (51,093)
Debt due after 1 year | (143,237) | 57,580 | (85,657)
Debt due within 1 year | (491,027) | 410,101 | (80,926)
Finance leases | (153) | - | (153)
| 20,162,953 | 88,754 | 20,251,707
The notes on pages 28 to 54 form part of these financial statements.
Page 27
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Groves of Thame (Holdings) Limited is a private company, limited by shares, incorporated in England, registration number: 08872232. The directors consider Groves of Thame (Holdings) Limited to be the ultimate parent company for the year ended 30th June 2025. There is considered to be no ultimate controlling party of the group. The principal place of business was 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 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 Statement of Financial Position, 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. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 July 2016.
| 2.3 | Going concern
The accounts have been prepared on a going concern basis. Page 28
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.4 | 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.
| 2.5 | 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. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group 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. Page 29
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.6 | 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.
| 2.7 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | 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.
| 2.10 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.11 | Pensions
Defined contribution pension plan The Group contributes to 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. Page 30
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.12 | 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 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 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; ∙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 reporting date.
| 2.13 | 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 31
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.14 | 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, on the following basis. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 1% Straight Line
|  |  |  | L/Term Leasehold Property | - |
|  |  |  | Plant and machinery | - | between 5 and 15 years
|  |  |  | Motor vehicles | - | 30% Reducing Balance
|  |  |  | Fixtures and fittings | - | 15% Reducing Balance
|  |  |  | Office equipment | - | 25% Straight Line
|  |  |  | Computer equipment | - | 30% Reducing Balance
|  |  |  | Other fixed assets | - | over the length of the lease
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.
| 2.15 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.16 | 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 reporting 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. Page 32
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.17 | 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 Statement of Financial Position, 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.
| 2.18 | 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.
| 2.19 | 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.
| 2.20 | 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. Page 33
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.21 | 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.
| 2.22 | 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.
| 2.23 | 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 Statement of Financial Position when the Group 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 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 Page 34
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.23 | Financial instruments (continued)
objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual 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. 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 instruments Derecognition of financial assets Page 35
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.23 | Financial instruments (continued)
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.
| 2.24 | 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.
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 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 industrial knowledge.
4. | Turnover
In the opinion of the directors, disclosure of the geographical market split of turnover would prejudice the group's interest and has therefore not been disclosed.
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 174,274 | 314,433
| Profit on disposal of tangible assets | - | 510
|  | 174,274 | 314,943
Page 36
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible assets | 473,068 | 461,542
| Exchange differences | (28,056) | (15,608)
| Other operating lease rentals | 632,421 | 668,266
| Amortisation of intangibles | (345,249) | (554,801)
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements | 38,525 | 38,525
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 10,217,591 | 10,853,322
| Social security costs | 815,215 | 992,905
| Cost of defined contribution scheme | 626,017 | 432,802
|  | 11,658,823 | 12,279,029
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 439 | 474
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
Page 37
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
9. | Directors' remuneration
| The highest paid director received remuneration of £353,392 (2024 - £311,720).
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable from group companies | - | 2,020
| Other interest receivable | 737,913 | 658,080
|  | 737,913 | 660,100
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 108,723 | 112,021
| Other loan interest payable | 6,344 | 1,556
| Other interest payable | 3,285 | -
|  | 118,352 | 113,577
Page 38
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 972,762 | 1,023,055
| Adjustments in respect of previous periods | (923) | -
|  | 971,839 | 1,023,055
| Foreign tax |  |
| Foreign tax on income for the year | 576,268 | 664,792
|  | 576,268 | 664,792
| Total current tax | 1,548,107 | 1,687,847
| Deferred tax |  |
| Origination and reversal of timing differences | (87,602) | 11,487
| Total deferred tax | (87,602) | 11,487
| Tax on profit | 1,460,505 | 1,699,334
Page 39
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 12.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 | 4,841,460 | 7,940,566
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 1,210,365 | 1,985,142
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | - | 1,665
| Capital allowances for year in excess of depreciation | 6,362 | 18,434
| Differences in overeseas tax treatment leading to an increase (decrease in the tax charge) | 243,778 | (299,946)
| Other differences leading to an increase (decrease) in the tax charge | - | (5,961)
| Total tax charge for the year | 1,460,505 | 1,699,334
| Factors that may affect future tax charges
Changes in tax laws and rates may affect future tax changes.
13. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends paid | 1,036,705 | 791,898
|  | 1,036,705 | 791,898
14. | Parent company profit for the year
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 profit after tax of the parent Company for the year was £7,520,007 (2024 - £710,853). Page 40
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
15. | Intangible assets
| Group and Company
|  | Patents | Development expenditure | Trademarks | Computer software | Goodwill
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 July 2024 | 79,955 | 15,464 | 184,783 | 3,179 | (1,059,838)
| Additions | - | - | - | 2,005 | -
| Disposals | (1,168) | - | - | - | -
| Foreign exchange movement | - | - | - | - | 161,173
| At 30 June 2025 | 78,787 | 15,464 | 184,783 | 5,184 | (898,665)
| Amortisation |  |  |  |  |
| At 1 July 2024 | 41,382 | 3,990 | 131,395 | 3,179 | (1,117,540)
| Charge for the year on owned assets | 4,266 | 1,686 | 16,847 | 408 | (368,456)
| At 30 June 2025 | 45,648 | 5,676 | 148,242 | 3,587 | (1,485,996)
| Net book value |  |  |  |  |
| At 30 June 2025 | 33,139 | 9,788 | 36,541 | 1,597 | 587,331
| At 30 June 2024 | 38,573 | 11,474 | 53,388 | - | 57,702
Page 41
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 15.Intangible assets (continued)
|  | Total
|  | £
| Cost |
| At 1 July 2024 | (776,457)
| Additions | 2,005
| Disposals | (1,168)
| Foreign exchange movement | 161,173
| At 30 June 2025 | (614,447)
| Amortisation |
| At 1 July 2024 | (937,594)
| Charge for the year on owned assets | (345,249)
| At 30 June 2025 | (1,282,843)
| Net book value |
| At 30 June 2025 | 668,396
| At 30 June 2024 | 161,137
Page 42
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
16. | Tangible fixed assets
| Group
|  | Freehold property | L/Term Leasehold Property | Plant and machinery | Motor vehicles | Fixtures and fittings
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 July 2024 | 7,290,387 | 216,098 | 2,228,821 | 557,933 | 2,375,692
| Additions | - | - | 65,816 | 182,670 | 47,512
| Disposals | - | - | (2,580) | (139,676) | (12,398)
| At 30 June 2025 | 7,290,387 | 216,098 | 2,292,057 | 600,927 | 2,410,806
| Depreciation |  |  |  |  |
| At 1 July 2024 | 779,975 | 212,900 | 1,806,687 | 380,199 | 1,694,281
| Charge for the year on owned assets | 78,107 | 1,065 | 120,191 | 74,826 | 123,738
| Disposals | - | - | (2,580) | (115,706) | (7,563)
| At 30 June 2025 | 858,082 | 213,965 | 1,924,298 | 339,319 | 1,810,456
| Net book value |  |  |  |  |
| At 30 June 2025 | 6,432,305 | 2,133 | 367,759 | 261,608 | 600,350
| At 30 June 2024 | 6,510,411 | 3,198 | 422,134 | 177,734 | 681,411
Page 43
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 16.Tangible fixed assets (continued)
|  | Office equipment | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 July 2024 | 1,088,562 | 235,892 | 13,993,385
| Additions | 50,419 | 1,214 | 347,631
| Disposals | (14,903) | - | (169,557)
| At 30 June 2025 | 1,124,078 | 237,106 | 14,171,459
| Depreciation |  |  |
| At 1 July 2024 | 726,030 | 235,305 | 5,835,377
| Charge for the year on owned assets | 74,956 | 185 | 473,068
| Disposals | (14,552) | - | (140,401)
| At 30 June 2025 | 786,434 | 235,490 | 6,168,044
| Net book value |  |  |
| At 30 June 2025 | 337,644 | 1,616 | 8,003,415
| At 30 June 2024 | 362,531 | 587 | 8,158,006
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Freehold | 6,432,304 | 6,510,411
| Long leasehold | 2,134 | 3,198
|  | 6,434,438 | 6,513,609
Page 44
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 16.Tangible fixed assets (continued)
| Company
|  | Freehold property
|  | £
| Cost or valuation |
| At 1 July 2024 | 7,134,436
| At 30 June 2025 | 7,134,436
| Depreciation |
| At 1 July 2024 | 668,058
| Charge for the year on owned assets | 71,344
| At 30 June 2025 | 739,402
| Net book value |
| At 30 June 2025 | 6,395,034
| At 30 June 2024 | 6,466,378
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Freehold | 6,395,034 | 6,466,378
|  | 6,395,034 | 6,466,378
Page 45
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
17. | Fixed asset investments
| Group
|  | Investments in subsidiary companies | Investments in associates | Unlisted investments | Trade investments | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 July 2024 | 19,523 | 3,007 | - | 650 | 23,180
| Additions | - | - | 73,446 | - | 73,446
| At 30 June 2025 | 19,523 | 3,007 | 73,446 | 650 | 96,626
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 July 2024 | 4,270,579
| At 30 June 2025 | 4,270,579
Page 46
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Groves of Thame Limited | Eastern Bypass, Thame, Oxon, OX9 3FU | Ordinary | 100%
| Adjustoform | Unit 4, Connect 10, Foster Road, Ashford, Kent, TN24 0FE. | Ordinary | 100%
| Sewgroup HTL (Holdings) Ltd | 12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong | Ordinary | 100%
| HTL Ltd | 12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong | Ordinary | 100%
| Tailormade Ltd | 12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong | Ordinary | 100%
| SGA Holding Ltd | 12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong | Ordinary | 100%
| Welltech Plastic Manufacturing Ltd | 12/F., D.J. Building, 173 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong | Ordinary | 68%
| SAS Fils Import Centre | ZI-Route de Châteauroux - 36320 Villedieu/Indre | Ordinary | 100%
| Sarl Societe France Europeenne | 14 avenue Barthelemy Thimonnier – 69300 Caluire et Cuire | Ordinary | 100%
| Sarl Roanne Gros | 6 bis rue des fabriques – 36320 Villedieu/Indre | Ordinary | 100%
| Sarl TAC Diffusion | ZI AMPERE 97122 BAIE MAHAULT - 32792 | Ordinary | 90%
| Sarl Distrifil | ZI-Route de Châteauroux - 36320 Villedieu/Indre | Ordinary | 100%
| Sarl de fil Aiguille | 72 AV DE L'OCCITANIE 36250 | Ordinary | 100%
| Welltech Plastic Manufacturing (Huizhou) Limited | China | Ordinary | 68%
| Sewgroup LLC | 850 New Burton Road, Suite 201, Dover, Delaware 19904, County of Kent, USA | Ordinary | 100%
Page 47
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 Subsidiary undertakings (continued)
| The aggregate of the share capital and reserves as at 30 June 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| Groves of Thame Limited | 17,978,191 | 2,436,699
| Adjustoform Products Limited | 1,791,471 | 31,228
| Sewgroup HTL (Holdings) Ltd | 363,207 | 364,051
| HTL Ltd | 10,400,712 | (470,824)
| Tailormade Ltd | 511,930 | 53,680
| SGA Holding Ltd | 478,306 | (2,011)
| Welltech Plastic Manufacturing Ltd | 1,850,863 | (7,548)
| SAS Fils Import Centre | 4,944,170 | 226,016
| Sarl Societe France Europeenne | 633,479 | 6,973
| Sarl Roanne Gros | 764,363 | 126,435
| Sarl TAC Diffusion | 367,450 | 15,492
| Sarl Distrifil | 8,638,033 | 1,115,282
| Sarl de fil Aiguille | 209,898 | (19,508)
| Welltech Plastic Manufacturing (Huizhou) Limited | - | -
| Sewgroup LLC | 28,633 | 2,086
| Associates
| The following were associates of the Company:
| Name | Registered office | Class of shares | Holding
| Sodieq | 1 Champigny 97224 Ducos | Ordinary | 46.67%
| Passion Rubans | 16 Rue L Rouzet 36250 Niherne | Ordinary | 45.05%
Page 48
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
18. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Raw materials and consumables | 748,808 | 848,950
| Work in progress (goods to be sold) | 2,049,142 | 2,277,685
| Finished goods and goods for resale | 16,059,086 | 15,588,761
|  | 18,857,036 | 18,715,396
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
19. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 10,191,839 | 10,883,910 | - | -
| Other debtors | 1,199,421 | 1,444,074 | - | 5,746
| Prepayments and accrued income | 1,839,883 | 1,926,636 | - | -
| Deferred taxation | 76,004 | 28,272 | - | -
|  | 13,307,147 | 14,282,892 | - | 5,746
20. | Current asset investments
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Unlisted investments | 365,307 | 358,237
|  | 365,307 | 358,237
Page 49
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
21. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 20,469,536 | 20,800,850 | 7,214,210 | 743,572
| Less: bank overdrafts | (51,093) | (3,480) | - | -
|  | 20,418,443 | 20,797,370 | 7,214,210 | 743,572
22. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank overdrafts | 51,093 | 3,480 | - | -
| Bank loans | 56,929 | 473,556 | - | -
| Payments received on account | 49,070 | 38,358 | - | -
| Trade creditors | 2,289,009 | 2,550,435 | - | -
| Amounts owed to group undertakings | - | - | 663,604 | 663,604
| Corporation tax | 344,194 | 819,294 | 65,921 | 154,217
| Other taxation and social security | 541,882 | 642,286 | 56,012 | 57,499
| Obligations under finance lease and hire purchase contracts | 153 | 153 | - | -
| Other creditors | 1,567,811 | 1,305,334 | - | -
| Accruals and deferred income | 1,151,291 | 3,331,325 | 241,418 | 241,419
|  | 6,051,432 | 9,164,221 | 1,026,955 | 1,116,739
23. | Creditors: Amounts falling due after more than one year
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Bank loans | 85,657 | 143,237
| Accruals and deferred income | 781,869 | -
|  | 867,526 | 143,237
Page 50
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
24. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 56,929 | 473,556
|  | 56,929 | 473,556
| Amounts falling due 1-2 years |  |
| Bank loans | 34,873 | 56,149
|  | 34,873 | 56,149
| Amounts falling due 2-5 years |  |
| Bank loans | 20,845 | 36,046
|  | 20,845 | 36,046
| Amounts falling due after more than 5 years |  |
| Bank loans | 29,940 | 51,042
|  | 29,940 | 51,042
|  | 142,587 | 616,793
Page 51
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
25. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (43,973) | (32,486)
| Charged to profit or loss | 70,167 | (11,488)
| At end of year | 26,194 | (43,974)
| Company
|  | 2025 | 2024
| At end of year | - | -
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (41,040) | (43,974)
| Tax losses carried forward | 67,234 | -
|  | 26,194 | (43,974)
| Comprising: |  |  |  |
| Asset - due within one year | 76,004 | 28,272 | - | -
| Liability | (49,810) | (72,246) | - | -
|  | 26,194 | (43,974) | - | -
Page 52
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
26. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 757,470 (2024 - 757,500) Ordinary A Shares shares of £0.01 each | 7,575 | 7,575
|  | 189,368 (2024 - 189,400) Ordinary B Shares shares of £0.01 each | 1,894 | 1,894
|  | 214,616 (2024 - 214,600) Ordinary C Shares shares of £0.01 each | 2,146 | 2,146
|  | 159,700 (2024 - 159,700) Ordinary D Shares shares of £0.01 each | 1,597 | 1,597
|  | 130,664 (2024 - 130,700) Ordinary E Shares shares of £0.01 each | 1,307 | 1,307
|  |  | 14,519 | 14,519
27. | Reserves
Capital redemption reserve In February 2022, the company repurchased 126,270 shares from R Groves and 126,720 from M Groves for aggregate consideration of £13,751,634 utilising accumulated reserves of the company. A dividend of this consideration was received from Groves of Thame Limited to facilitate this transaction. Foreign exchange reserve The foreign exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. The movement in the foreign exchange reserve during year was £629,043 (2024: £146,673). Profit and loss account Profit for the financial year attributable to the parent company is £3,382,467 (2024: £6,240,011).
28. | Pension commitments
The Group contributes to a defined contribution 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 £610,647 (2024: £424,137). Contributions were payable to the fund at the balance sheet date. Page 53
GROVES OF THAME (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
29. | Commitments under operating leases
| At 30 June 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 | 198,789 | 198,062
| Later than 1 year and not later than 5 years | 795,156 | 792,247
| Later than 5 years | 298,183 | 792,247
|  | 1,292,128 | 1,782,556
30. | 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 and 2024. There is considered to be no overall controlling party of Groves of Thame (Holdings) Limited.
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