The directors present the strategic report for the year ended 31 August 2025.
About The Jesem Group Limited
The Jesem Group are a large U.K. based wholesaler which operates from 2 sites and has been in existence now for over 60 years. Its principal activity is to wholesale and distribute stock ranging from food, drink, medicines, household goods and toiletries. Our diverse product range and ability to carry large stock-holdings enables us to continue to compete and deliver product at the right price with a keen eye on margin. We have a large and diverse customer base here in the UK as well as developing relationships with customers outside of the U.K. We also hold properties that are leased out to commercial tenants.
It's been a difficult year with the impacts of the cost of living crisis and pressures on prices but despite that the business has achieved over £98 million turnover. The trading restrictions post Brexit are now starting to ease so we are able to explore markets again that we had been forced to leave alone for a prolonged period of time. The home market remains strong and this continues to be the case. Overheads have been impacted also and in particular transport costs but again we are making strides in the current year to limit the impact as is the case with most of the overheads.
Our People
The Jesem Group believes its people are a real asset to the group and the key to existing and long-term success. We value the involvement of all employees and continue to develop a works council within the business comprising of members from all departments and this meets regularly to discuss all aspects of the business including suggestions that enhance the well-being of all staff.
Financial Risks
The group's operation exposes it to a limited number of risks, primarily credit and liquidity risk.
Credit Risk
Appropriate credit checks are undertaken on all potential new customers and strict credit control procedures tried and tested remain in place, a credit insurance policy remains in place which further reduces exposure.
Liquidity Risk
The groups success is built on strong cash flow and the ability to carry large stocks across a diverse range. The company regularly reviews turnover, margin and overheads which all impact on cash flow.
Non-Financial Risks
These are monitored on a regular basis by the board. The main are outlined below:
Loss of business due to a fall in demand or price - the directors continually review sales forecast and prospects, exchange rate fluctuations are regularly reviewed.
Loss of Suppliers - the board prides itself on building strong relationships with a large number of its suppliers and actively manages its supplier base.
Financial Key Performance Indicators
| 2025 | 2024 |
| £000's | £000's |
|
|
|
Turnover | 98,913 | 106,162 |
Gross Profit | 16,410 | 15,911 |
Gross Margin % | 16.6% | 14.9% |
Equity-Shareholders Funds | 35,286 | 33,119 |
Non-Financial Key Performance Indicators
| 2025 | 2024 |
| £000's | £000's |
|
|
|
Average number of employees | 188 | 175 |
Cash at bank and equivalents | 9,876 | 9,923 |
Trade debtor days | 24 days | 23 days |
Trade creditor days | 36 days | 37 days |
Policy on Payments to Suppliers
The Groups supplier payment policy is to agree terms and conditions for business transactions with suppliers. Suppliers are made aware of the group's payment terms and payments are made according to those terms.
Research and Development
Throughout the year, the I.T. department continued to look at and develop in house technology that will assist the warehouse and distribution side of the business. Systems have been developed to assist both the sales and buying teams with a view to increasing efficiency in these areas by reducing cost and helping to generate income.
Disabled Employees
Disabled persons are employed and trained whenever aptitude and abilities allow, and suitable vacancies are available. Where an employee becomes disabled, an attempt is made to arrange appropriate retraining or transfer to other areas.
As directors of The Jesem Group they must act in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of the members as a whole. The directors do so by way of the following:
Our Board and Management team ensures that all decisions are taken for the long term, and collectively and individually aims to always uphold the highest standard of conduct. Similarly it acknowledges that the business will only grow and prosper over the long term if it understands and respects the views and needs of the group's stakeholders, customers, employees and suppliers to whom we are accountable, as well as the environment we operate within.
We are a businesses which is family owned, the directors are also the shareholders.
With this in mind the group decision making and plans etc are made from the work of the senior management team and regular monthly meetings are held and fully minuted. The meeting is made up of the directors and the senior member from I.T, Human Resource and Operations.
As stated we meet once a month and have a full agreed agenda that looks at and updates the operations in Sales, Buying, Finance, Operations, H.R and I.T.
The group also has in place an employee council made up of elected members and they are also reported back to after monthly management meetings and are also then part of the decision making process and they hold regular meetings themselves and put forward suggestions and plans to the main management meetings.
All minutes from both are regularly reviewed and distributed among members of the relevant team.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 August 2025.
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £220,500. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Charitable donations of £52,144 (2024: £53,795) were made during the year.
The group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the group. This is achieved through formal and informal meetings with employee representatives. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.
1) The UK annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from activities for which the company is responsible involving:
i) combustion of gas - 66,118 kg co2e,
ii) consumption of fuel for the purposes of transport - 597,789 kg co2e
2) The UK Annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the purchase of electricity for its own use, including for the purposes of transport - 79,314 kg co2e.
3) The aggregated figure in kWh of:
i) the UK annual quantity of energy consumed from activities for which the company is responsible involving
a) combustion of gas - 357,397 kWh,
b) consumption of fuel for the purposes of transport - 249,293 Ltrs,
ii) the UK annual quantity of energy consumed resulting from the purchase of electricity by the company for its own use, including for the purposes of transport - 448,103 kWh
The methodologies used to calculate the information disclosed under 7 Sch. 20D (1-3), was the annual quantity of emissions in tonnes of carbon dioxide equivalent (co2e) resulting from the total UK energy use from electricity, gas and transport using the annually released Government Conversion Factors for company reporting to measure energy consumption in common units under Scope 1, 2 and 3, under the instruction of a third party service organisation, called Utility SwopShop Limited.
The group has calculated an intensity ratio for the year of 0.007409.
This ratio has been calculated by dividing the aggregated total kg co2e emission for the year by the total turnover for the year.
4) The group has taken the following measures for the purpose of increasing the company's energy efficiency:
i. Install PIR movement sensors in rarely used corridors/Toilets to reduce electricity usage,
ii. Replace all old lights to LED,
iii. Introduce driver telematics for HGV vehicles, This will allow us to monitor driving performance and trends, so we can target ways to Improve driving efficiency to reduce fuel usage,
iv. Review our consumable use of plastic i.e Shrink wrap and move to more energy efficient or different quality to reduce the usage,
v. Educate and communicate with staff to ensure they understand the benefits of being more energy efficient,
vi. Move a number of company cars across from diesel/unleaded to either fully electric or hybrid.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent company, 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of The Jesem Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for 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 and 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, 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 laws and regulations that affect the entity, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations.
Where considered necessary we enquired of those charged with governance, reviewed correspondence and reviewed meeting minutes for evidence of non-compliance with relevant laws and regulations.
We gained an understanding of the controls environment which includes the controls in place to prevent and detect fraud. We enquired of those charged with governance about any incidences of fraud that had taken place during the accounting period.
The risk of fraud and non-compliance with laws and regulations was discussed within the audit team and tests were planned and performed to address these risks.
We reviewed financial statements disclosures to assess compliance with relevant laws and regulations.
We enquired of those charged with governance about actual and potential litigation and claims.
We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.
Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £220,500 (2024 - £220,000 profit).
The Jesem Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, Cloister House, Riverside, New Bailey Street, Manchester, M3 5FS.
The group consists of The Jesem Group Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company The Jesem Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts.
Revenue is recognised when: a) the significant risks and rewards of ownership have been transferred to the buyer; b) the Group retains no continuing involvement or control over the goods; c) the amount of revenue can be reliably measured; and d) it is probable that future economic benefits will flow to the entity.
The Group operates a wholesale business selling a broad range of products. Sales of goods are recognised at point of delivery to the customer.
The Group also holds properties that are leased to tenants under operating leases. The rental income receivable under these leases is recognised through profit or loss on a straight-line basis over the term of the lease. Since the risks and rewards of ownership have not been transferred to the lessee, the assets held under the leases continue to be recognised in the Group's financial statements.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Investments are measured at fair value through the profit or loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment. Investments comprise of a portfolio of listed shares.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Assets that are held by the Group under leases which transfer to the Group substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the Group are classified as operating leases.
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating result.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under money purchase schemes amounted to 3 (2024 - 3).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The fair value of the investment property has been reviewed by the directors as at 31 August 2025. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
The value of investment property if carried under the cost model would be £5,648,715 (2024: £5,648,715).
Details of the company's subsidiaries at 31 August 2025 are as follows:
Rayburn Trading Company Limited and Jesem Properties Limited are subsidiaries of Jesem Holdings Limited.
All of the above companies have been included within these financial statements.
There were no financial instruments measured at fair value.
At 31 August 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
The following are the major deferred tax liabilities and assets recognised by the group and company:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Included within Other reserves is a Capital redemption reserve amounting to £2,719 (2024: £2,719).
There are no post balance sheet events that require disclosure.
The remuneration of key management personnel is as follows.
During the year the group entered into the following transactions with related parties:
Included in other debtors is a loan owed from a company under common control amounting to £1,904,347 (2024: £2,135,433). This loan is unsecured and subject to interest at 2% per annum. During the year, interest of £24,070 (2024: £37,203) was received on this loan.
Also included in other debtors are amounts owed from companies under common control amounting to £3,949,451 (2024: £4,604,422). These balances represent interest free loans that are repayable on demand.
Included in creditors is a loan of £NIL (2024: £543,156) owed to the Rayburn Trading Company Limited Funded Unapproved Retirement Benefit Scheme. During the year interest of £18,751 (2024: £52,502) was paid on this loan.
Included in debtors is an amount owed from the directors amounting to £1,048 (2024: £NIL).
Included in creditors is a balance owed to one of the directors amounting to £NIL (2024: £112,042).
These balances represent interest free loans, repayable on demand.