Registration number:
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Gearform Holdings Ltd
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Brebners
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Gearform Holdings Ltd
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Statement of Income and Retained Earnings |
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Consolidated Statement of Financial Position |
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Statement of Financial Position |
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Consolidated Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Gearform Holdings Ltd
Company Information
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Directors |
Mr A Arnold Mr J Nash |
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Registered office |
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Auditors |
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Gearform Holdings Ltd
Strategic Report for the Year Ended 31 July 2025
The directors present their strategic report for the year ended 31 July 2025.
Principal activity
The principal activity of the company is that of the manufacture and sale of clothing and emulsion-based waterproofing, cleaning and conditioning products to the outdoor leisure market
The principal activity of Nikwax Limited is that of the manufacture and sale of emulsion-based waterproofing, cleaning and conditioning products to the outdoor leisure and adjacent markets.
Páramo Limited primarily designs and sells clothing, to the outdoor leisure, professional and volunteer services markets.
The Group operates globally and continues to grow and diversify its global presence. The Group operates through several channels, including retail outlets, the internet, distributors and commercial partnerships.
The directors are pleased with the results and the profitability of the Group for the year.
Fair review of the business
The Group transitioned to Employee Ownership (through an Employee Ownership Trust (EOT)) in 2022. The group continue to grow and establish its position globally.
Turnover for the year ended 31 July 2025 amounted to £22m.
Turnover for Nikwax for year ending 31 July 2025 decreased slightly by £350k to £13.26m and gross profit has also decreased slightly by £109k to £7.11m. The gross profit margin has increased from 53.08% to 53.6% through the continued development of sales channels and supply chain control. The directors have continued to keep close control of overheads where possible contributing to sustainable profit levels.
Turnover for Páramo increased in the region of £430k. This was primarily achieved through better returns generated on marketing activity and development of both B2C and B2B channels.
Although the group has seen a slight decrease in turnover, the gross profit margin for the year was 60.3%, an improvement on the prior year. The directors are pleased with the overall result, delivered predominantly through tight maintenance and control of internal processes and systems.
Whilst there has been an impact on the UK from ongoing cost of living pressures (such as increased utility costs and interest rates), the group continues to experience growth both in the UK and through overseas subsidiaries, with all noting increases in turnover. The directors continue to be pleased with how GearForm SAS has established its place in the group and are confident that this acquisition will long continue to bring future growth and opportunities.
The directors expect the principal activity of the group for the year ending 31 July 2026 to remain consistent and are hopeful that performance levels will continue through 2026.
The group's key financial and other performance indicators during the year were as follows:
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Financial KPIs |
Unit |
2025 |
2024 |
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Turnover |
£m |
22 |
22 |
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Gross profit |
£m |
13 |
13 |
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Gross profit margin |
% |
60 |
59 |
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Current ratio |
2 |
2 |
Gearform Holdings Ltd
Strategic Report for the Year Ended 31 July 2025
Amongst the non-financial indicators being measured monthly and reported against target are:
Energy (Gas & Electricity) and Water Consumption of its Primary Activities (Manufacturing, Filling & Bottling and Administration)
Scope 1, 2 and 3 Greenhouse Gas Emissions
Waste Creation
Proportion of Waste Recycled
The Group is committed to embedding responsible business practices across all operations and fostering a culture aligned with the UN Sustainable Development Goals, alongside our focus on operational excellence. The ownership transition to Employee Ownership is a move the board welcome. This change has ensured the Group’s independence and redefined employees as Partners, reinforcing its values as a market leader in the markets and sectors in which it operates.
The EOT structure empowers the board to take a long-term view on investments and operations. The foundation supports sustainable growth whilst keeping the best interests of all stakeholders including customers, suppliers, and Partners at the heart of the business.
Operational risk
Operational risk is caused by failures in business processes, or the systems or physical infrastructure that support them, that have the potential to result in financial loss or reputation damage. This includes errors, omissions, systems failure, lack of resources or physical assets and deliberate acts such as fraud.
The regulated environment in which the group operates imposes reporting requirements and continuing self assessment and appraisal. The company seeks to continually improve its operating efficiencies and standards. Operational risks are also limited by following the working practices required to maintain ISO 9001 accreditation (in the UK).
Credit risk
Credit risk is the risk that counter-parties will not be able to meet their obligations as they fall due. There are regular credit reviews of counter-party limits. The group mitigates its risk by taking out credit insurance and through continuous contact with its customers.
Liquidity risk
The group ensures that liquidity is maintained by monitoring it, both as an absolute measure and as a ratio. In the UK flexibility is maintained by ensuring sufficient space exists between actual cash being used and available cash through invoice discounting. The company monitor borrowing against working capital and report this on a weekly basis.
Gearform Holdings Ltd
Strategic Report for the Year Ended 31 July 2025
Market risk
The group recognises the existence of market risk and, in particular, the effects of weather on demand for the product. Correlation of sales growth to historical deviation from normal weather conditions is constantly monitored. Forward forecasts of weather and climate are taken into consideration for both short and long term planning.
Foreign currency risk
A number of hedging instruments are available to the group through its bankers, HSBC Plc. Exposure to fluctuating euro/sterling exchange rates has been mitigated to some degree by selling forward a limited amount of anticipated Euro, CHF and PLN sales ledger receipts.
Interest rate risk
The group is exposed to interest rate risk. The directors continually monitor cashflow and ensure interest exposure is minimal and maintain a strong relationship with its bankers, HSBC Plc.
Environmental risk
The group continues the ethos of its founder and systematically challenges itself to not only lessen the impacts of running a manufacturing business, but also to positively contribute to the health of local communities and the preservation of wild places, near and far.
The group recognises its impact on the environment which it seeks to reduce by offsetting 100% of its primary carbon footprint and sourcing green energy. In the UK the group has attained ISO14001 accreditation.
Risk summary
The directors continuously monitor and respond to changes in the group's risk environment, so ensuring that the group remains well placed to address operational, reputational, financial and business risks in a timely and appropriate manner.
Principal risks and uncertainties
The directors are responsible for determining the level of risk acceptable to the group. This is subject to regular review. The group seeks to mitigate its risks through the application of strict limits, controls and monitoring processes at the operational level.
Approved by the
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Gearform Holdings Ltd
Directors' Report for the Year Ended 31 July 2025
The directors present their report and the for the year ended 31 July 2025.
Directors of the group
The directors who held office during the year were as follows:
Dividends
No dividends were paid during the year (2024 - £Nil). No final dividend is proposed.
Information included in the Strategic Report
The group has chosen in accordance with section 41c (11) Companies Act 2006 to set out the company's strategic report information required by Schedule 7 of the large and medium-sized Companies and groups (Accounts and reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of financial risk management, exposure and future developments.
Research and development
The group remains committed to advancing its knowledge of fabric capabilities and developing its products to make the best use of new technology. During the year the group expended the following towards research and development:
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2025 |
2024 |
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£ |
£ |
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Research and development |
450,167 |
515,061 |
Directors' liabilities
The group maintains Directors' and Officers' liability insurance for Directors and Officers as permitted by section 233 of the Companies Act 2006.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
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Gearform Holdings Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Gearform Holdings Ltd
Independent Auditor's Report to the Members of Gearform Holdings Ltd
Opinion
We have audited the financial statements of Gearform Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2025, which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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 the parent company's affairs as at 31 July 2025 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 UK, including the FRC’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.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's 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.
Gearform Holdings Ltd
Independent Auditor's Report to the Members of Gearform Holdings Ltd
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where 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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], 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.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Gearform Holdings Ltd
Independent Auditor's Report to the Members of Gearform Holdings Ltd
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:
Based on our understanding of the Group and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws and environmental legislation, health and safety legislation and data protection legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the Group is complying with relevant legislation by making enquiries of management and those responsible for legal and compliance procedures. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Gearform Holdings Ltd
Independent Auditor's Report to the Members of Gearform Holdings Ltd
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
1 Suffolk Way
Kent
TN13 1YL
Gearform Holdings Ltd
Consolidated Statement of Income and Retained Earnings for the Year Ended 31 July 2025
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Note |
2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Other operating income |
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Operating profit |
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Interest payable and similar charges |
( |
( |
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(302,309) |
(308,111) |
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Profit before tax |
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Taxation |
( |
( |
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Profit for the financial year |
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Profit/(loss) attributable to: |
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Owners of the company |
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Retained earnings brought forward |
4,906,011 |
3,824,623 |
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Retained earnings carried forward |
5,492,122 |
4,906,011 |
Gearform Holdings Ltd
Consolidated Statement of Financial Position as at 31 July 2025
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Note |
2025 |
2024 |
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Fixed assets |
|||
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Goodwill |
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Negative goodwill |
( |
( |
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( |
( |
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Intangible assets not including goodwill |
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Tangible assets |
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Investment property |
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Current assets |
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Stocks |
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Debtors |
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Other financial assets |
45,838 |
- |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
123,776 |
123,776 |
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Other reserves |
34,603 |
13,935 |
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Retained earnings |
5,492,122 |
4,906,011 |
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Equity attributable to owners of the company |
5,650,501 |
5,043,722 |
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Shareholders' funds |
5,650,501 |
5,043,722 |
Approved and authorised by the
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Company registration number: 13372386
Gearform Holdings Ltd
Statement of Financial Position as at 31 July 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Intangible assets |
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Investments |
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Current assets |
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Debtors |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net (liabilities)/assets |
( |
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Capital and reserves |
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Called up share capital |
123,776 |
123,776 |
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Retained earnings |
(288,454) |
(122,739) |
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Shareholders' (deficit)/funds |
(164,678) |
1,037 |
The company made a loss after tax for the financial year of £165,715 (2024 - loss of £167,287).
Approved and authorised by the
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Company registration number: 13372386
Gearform Holdings Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 July 2025
Equity attributable to the parent company
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Share capital |
Foreign currency translation reserve |
Retained earnings |
Total |
Total equity |
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At 1 August 2024 |
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Profit for the year |
- |
- |
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Other comprehensive income |
- |
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- |
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Total comprehensive income |
- |
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At 31 July 2025 |
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Share capital |
Foreign currency translation reserve |
Retained earnings |
Total |
Total equity |
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At 1 August 2023 |
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Profit for the year |
- |
- |
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Other comprehensive income |
- |
( |
- |
( |
( |
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Total comprehensive income |
- |
( |
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At 31 July 2024 |
123,776 |
13,935 |
4,906,011 |
5,043,722 |
5,043,722 |
Gearform Holdings Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 July 2025
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Note |
2025 |
2024 |
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Cash flows from operating activities |
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Profit for the year |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
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Profit on disposal of tangible assets |
( |
( |
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Finance costs |
|
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Income tax expense |
|
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|
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Working capital adjustments |
|||
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Increase in stocks |
( |
( |
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Decrease/(increase) in trade and other debtors |
|
( |
|
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(Decrease)/increase in trade and other creditors |
( |
|
|
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Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of intangible assets |
( |
- |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
|
( |
|
|
Proceeds from other borrowing |
- |
( |
|
|
Payments to finance lease creditors |
|
( |
|
|
Net cash flows from financing activities |
|
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 August |
|
|
|
|
Effect of exchange rate fluctuations |
( |
( |
|
|
Cash and cash equivalents at 31 July |
519,339 |
723,054 |
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Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales .
The address of its registered office is:
The principal activity of the company and group is that of the manufacture and sale of clothing and emulsion-based waterproofing, cleaning and conditioning products to the outdoor leisure market
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Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Summary of disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined by FRS 102. As such, advantage has been taken of the following disclosures available under FRS 102:
a) Disclosures in respect of each class of share capital have not been presented.
b) No cash flow statement has been presented for the company.
c) Disclosures in respect of financial instruments have not been presented.
d) No disclosure has been given for the aggregate remuneration of key management personnel.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 July each year.
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The group made a profit for the year ended 31 July 2025 and had net assets at that date of £5,650,501.
The directors have considered the impact of the ongoing economic uncertainty in the UK and the war between Ukraine and Russia and do not believe these events will have a significant impact on the group.
The group's forecasts show that the group has sufficient working capital for a period of at least 12 months from the date of approval of the financial statements.
On the basis of the above, and after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. Key assumptions and other estimation uncertainties provide a risk of causing a material adjustment to the carrying values of assets and liabilities. |
Judgements and estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. |
Goodwill is amortised over ten years; factors such as expected future performance and economic viability have been considered when estimating and judging the life of goodwill. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the group's business. Turnover is shown net of sales/value added tax, returns, rebates, discounts and after eliminating intra-group sales.
The group recognises turnover in respect of wholesale and online sales at the point of packing and despatch to customers. Retail sales are recognised at the point of sale.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold property |
Straight line between 10-100 years |
|
Leasehold property |
Straight line over period of the lease |
|
Leasehold improvements |
Straight line over 20 years |
|
Motor vehicles |
Straight line over 4 years |
|
Plant and equipment |
Straight line between 3-10 years |
In respect of the group's freehold property depreciation is provided based upon the directors' estimate of net residual value and useful economic lives at the rates shown.
Investment property
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Negative goodwill
Negative goodwill arising on an acquisition is recognised on the face of the statement of financial position on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10 years straight line |
|
Intellectual property rights |
10 years straight line |
|
Negative goodwill |
25 years straight line |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Component stock is determined using the weighted average method and finished goods are determined on a FIFO basis.
The cost of stock comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Statement of Financial Position as a finance lease obligation.
Lease payments are apportioned between finance costs in the Income Statement and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Assets held under hire purchase contracts are capitalised at the lesser of fair value or present value of minimum lease payments in the statement of financial position. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. A corresponding liability is recognised at the same value in the statement of financial position. The asset is then depreciated over its useful life.
The minimum lease payments are apportioned between the finance charge recognised in the income statement and the reduction of the outstanding liability using the effective interest method. The finance charge in each period is allocated so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Research and development
Research and development expenditure is written off in the period in which it is incurred.
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
The analysis of the group's turnover for the year by market is as follows:
|
2025 |
2024 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2025 |
2024 |
|
|
Gain on disposal of tangible assets |
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
( |
( |
|
Research and development cost |
|
|
|
Bad debts |
54,218 |
7,065 |
|
Foreign exchange losses |
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Interest expense on other finance liabilities |
|
|
|
|
|
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Product development wages |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
227,651 |
269,902 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under defined benefit pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
105,240 |
106,165 |
|
Company contributions to money purchase pension schemes |
3,612 |
5,565 |
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
10,000 |
10,000 |
|
Audit of the financial statements of the subsidiaries |
26,000 |
23,000 |
|
|
|
|
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
All other assurance services |
|
|
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated income statement
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
|
- |
|
117,994 |
367,413 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
|
|
Tax expense in the income statement |
|
|
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Increase in UK and foreign current tax from adjustment for prior periods |
- |
|
|
Tax (decrease)/increase from effect of capital allowances and depreciation |
( |
|
|
Tax (decrease)/increase from other short-term timing differences |
( |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
( |
|
|
Effect of foreign tax rates |
|
|
|
Tax increase/(decrease) from effect of adjustment in research and development tax credit |
|
( |
|
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Accelerated capital allowances |
|
|
|
|
2024 |
Liability |
|
Accelerated capital allowances |
|
|
|
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
|
Intangible assets |
Group
|
Goodwill |
Internally generated software development costs |
Intellectual property rights |
Total |
|
|
Cost or valuation |
||||
|
At 1 August 2024 |
|
- |
|
|
|
Additions acquired separately |
- |
|
- |
|
|
Foreign exchange movements |
- |
- |
( |
( |
|
At 31 July 2025 |
|
|
|
|
|
Amortisation |
||||
|
At 1 August 2024 |
|
- |
|
|
|
Amortisation charge |
|
- |
|
|
|
Foreign exchange movements |
- |
- |
( |
( |
|
At 31 July 2025 |
|
- |
|
|
|
Carrying amount |
||||
|
At 31 July 2025 |
|
|
|
|
|
At 31 July 2024 |
|
- |
|
|
|
Negative goodwill |
2025 |
|
At 1 August 2024 |
( |
|
Recognised in profit or loss |
|
|
At 31 July 2025 |
( |
|
|
|
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
Company
|
Intellectual property rights |
Total |
|
|
Cost or valuation |
||
|
At 1 August 2024 |
|
|
|
At 31 July 2025 |
|
|
|
Amortisation |
||
|
At 1 August 2024 |
|
|
|
Amortisation charge |
|
|
|
At 31 July 2025 |
|
|
|
Carrying amount |
||
|
At 31 July 2025 |
|
|
|
At 31 July 2024 |
|
|
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
||||
|
At 1 August 2024 |
|
|
|
|
|
Additions |
|
|
- |
|
|
Disposals |
- |
( |
( |
( |
|
Foreign exchange movements |
( |
( |
|
( |
|
At 31 July 2025 |
|
|
|
|
|
Depreciation |
||||
|
At 1 August 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
( |
( |
( |
|
Foreign exchange movements |
( |
( |
|
( |
|
At 31 July 2025 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 July 2025 |
|
|
|
|
|
At 31 July 2024 |
|
|
|
|
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
Included within the net book value of land and buildings above is £1,434,737 (2024 - £1,457,783) in respect of freehold land and buildings, £300,000 (2024 - £300,000) in respect of long leasehold land and buildings and £380,952 (2024 - £371,623) in respect of short leasehold land and buildings.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2025 |
2024 |
|
|
Furniture, fittings and equipment |
214,987 |
193,334 |
|
Motor vehicles |
- |
6,815 |
|
214,987 |
200,149 |
|
Investment properties |
Group
|
Fair value |
2025 |
|
At 1 August 2023 |
|
|
At 31 July 2024 |
|
The investment properties are included at fair value at 31 July 2025 as estimated by the directors at an amount of £455,439 based upon a previous professional valuation which the directors believe remains appropriate based upon their knowledge of the property and the rental yield achieved.
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 August 2024 |
|
|
At 31 July 2025 |
|
|
Carrying amount |
|
|
At 31 July 2025 |
|
|
At 31 July 2024 |
|
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
Unit F, Durgates Industrial Estate, Wadhurst, East Sussex TN5 6DF |
|
|
|
|
|
Unit F, Durgates Industrial Estate, Wadhurst, East Sussex TN5 6DF |
|
|
|
|
|
5101 14th Avenue NW, Suite 401, Seattle, WA 98107, USA |
|
|
|
|
|
Poznańska 5, 62-081 Przeźmierowo, Poland |
|
|
|
|
|
Carrera 8 A No. 27 B 29 Sur, Barrio la Serafina, Bogotá, Colombia |
|
|
|
|
Principal activity |
|
Nikwax Limited The principal activity of Nikwax Limited is |
|
Paramo Limited The principal activity of Paramo Limited is |
|
Nikwax North America, Inc The principal activity of Nikwax North America, Inc is |
|
Nikwax Europe Sp. z. o. o. The principal activity of Nikwax Europe Sp. z. o. o. is |
|
Gearform SAS The principal activity of Gearform SAS is |
|
|
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
|
Other financial assets |
Group
|
Financial assets at fair value through profit and loss |
Total |
|
|
Current financial assets |
||
|
Cost or valuation |
||
|
Additions |
45,838 |
45,838 |
|
At 31 July 2025 |
45,838 |
45,838 |
|
Impairment |
||
|
Carrying amount |
||
|
At 31 July 2025 |
|
45,838 |
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Finished goods and goods for resale |
|
|
- |
- |
|
|
|
- |
- |
|
Stocks are stated net of a provision for diminution in value of £248,561 (2024 - £326,016).
|
Debtors |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
Corporation tax asset |
|
|
- |
- |
|
|
|
|
|
|
Trade debtors are stated net of a provision for impairment of £58,863 (2024 - £58,222).
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
- |
- |
|
|
|
- |
- |
|
|
Bank overdrafts |
( |
( |
- |
- |
|
Cash and cash equivalents in statement of cash flows |
519,339 |
723,054 |
- |
- |
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to group undertakings |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
- |
- |
|
|
Corporation tax liability |
58,410 |
130,658 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Other financial liabilities |
|
|
|
|
|
|
2,548,926 |
2,273,156 |
1,920,997 |
2,141,040 |
||
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 August 2024 |
|
|
|
Increase (decrease) in existing provisions |
( |
( |
|
At 31 July 2025 |
|
|
|
|
||
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
123,776 |
|
123,776 |
There are no restrictions of the distribution of dividends or the repayment of capital.
|
Loans and borrowings |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Non-current loans and borrowings |
||||
|
Bank loans |
|
- |
- |
- |
|
Hire purchase obligations |
|
|
- |
- |
|
|
|
- |
- |
|
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Current loans and borrowings |
||||
|
Bank loans |
|
|
- |
- |
|
Bank overdrafts |
|
|
- |
- |
|
Hire purchase obligations |
|
|
- |
- |
|
|
|
- |
- |
|
The group's bank loans and overdrafts are secured by a fixed charge over certain book debts and a fixed and floating charge over the other assets and undertakings of the group.
Obligations under hire purchase finance leases are secured on the assets concerned.
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
|
Commitments and guarantees |
Group
Operating leases
The total of future minimum lease payments not reflected in the statement of financial position is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Analysis of changes in net debt |
Group
|
At 1 August 2024 |
Financing cash flows |
At 31 July 2025 |
|
|
Cash and cash equivalents |
|||
|
Cash |
14,048 |
1,089 |
15,137 |
|
Overdrafts |
(1,146,223) |
272,109 |
(874,114) |
|
Bank |
1,855,229 |
(476,913) |
1,378,316 |
|
723,054 |
(203,715) |
519,339 |
|
|
Borrowings |
|||
|
Long term borrowings |
- |
(462,668) |
(462,668) |
|
Short term borrowings |
(398,794) |
(239,148) |
(637,942) |
|
HP liabilities (current and non-current) |
(114,648) |
(41,496) |
(156,144) |
|
(513,442) |
(743,312) |
(1,256,754) |
|
|
|
|||
|
|
( |
( |
|
Gearform Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 July 2025
|
Related party transactions |
Group
Key management compensation
|
2025 |
2024 |
|
|
Salaries and other short term employee benefits |
|
|
Key management compromises the directors of the company and the directors and key managers of the subsidiary undertakings.
Summary of transactions with key management
Summary of transactions with subsidiaries
Summary of transactions with other related parties
|
Transactions with directors |
At 31 July 2025 an amount of £Nil (2024 - £10,000) was due from a director. During the year there were repayments of £10,000. No interest is payable to the group and there were no agreed terms.
|
Control |
The ultimate controlling party is