Company No:
Contents
| DIRECTORS | A Malcolm |
| D Malcolm |
| SECRETARY | C Malcolm |
| REGISTERED OFFICE | Unit 2 |
| St Johns Sawmills | |
| Etna Road | |
| Falkirk | |
| FK2 9EG | |
| United Kingdom |
| COMPANY NUMBER | SC174003 (Scotland) |
| AUDITOR | Johnston Carmichael LLP |
| Statutory Auditor | |
| 227 West George Street | |
| Glasgow | |
| G2 2ND |
The directors present their Strategic Report for the financial year ended 31 August 2025.
FAIR REVIEW OF THE BUSINESS
The directors consider the company’s performance during the year to be satisfactory in light of prevailing market conditions. The company continued to focus on delivering high-quality services to its established customer base while seeking opportunities to expand operations and strengthen long-term commercial relationships.
Throughout the year, management continued to monitor operating costs closely while maintaining investment in personnel, customer service and operational efficiency. The company remains committed to maintaining high standards of health and safety, technical delivery and customer satisfaction.
The directors continue to review opportunities for sustainable growth and diversification while maintaining a prudent approach to financial management and cash flow.
KEY PERFORMANCE INDICATORS ('KPIS')
The directors consider the financial key performance indicators to be turnover, gross profit, net profit after tax and net assets.
Monitoring of staff turnover and strict adherence to health and safety standards are also considered key to solid financial performance.
As a consequence of the Company meeting the medium size thresholds for the second consecutive year ended 31 August 2025, the Company did not have auditors appointed at the previous year end. As a result, the auditor was unable to attend and observe our physical counting of stock controls that were in operation in the prior year. The financial KPI’s for Gross Margin, Gross Profit and Net profitability are calculated using the stock value stated in the financial statements. As detailed in the independent Auditor’s Report on page 7, this being the company’s first statutory audit, the auditors were unable to attend the prior year physical year-end stocktake. Consequently, their audit opinion is qualified regarding the limitation of scope on inventory as at 31 August 2024 and the related balance of cost of sales during 2025. The directors believe these KPI’s provide a fair reflection of the Company’s performance and are satisfied that the physical stocktakes performed by the Company as at 31 August 2024 was designed and operated effectively.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties affecting the business, together with the company’s approach to those are summarised below:-
Market conditions – the company continues to enhance business performance through a variety of initiatives and investments in what remains an increasingly competitive environment. Despite the uncertainty in the wider economy emanating from the cost of living crisis, the ongoing market demand within the sector provides grounds for a cautious optimism.
Product risk – the company maintains a wide network of suppliers and invests in building long-term relationships with them. Through the buying, stock management and accounts payable teams, regular contact is maintained with every active supplier to ensure continuity of supply.
IT risk – the company is dependent on reliable IT systems for managing and controlling the business. The company’s IT function oversees all systems and has policies in place to protect software, hardware and data and to prevent unauthorised access to systems.
Fraud risk – there are internal control procedures to ensure that detailed checking is carried out in all areas of the business. The company’s management reporting systems are designated in part to highlight irregularities at all stages of the cycle of cash and stock whilst moving through the business, during the disbursement of company funds and as regards the safety and security of assets.
Currency risk – the company has minimal exposure to translation and transaction foreign currency risks.
Liquidity risks – current and projected working capital and investment demand is reviewed in conjunction with existing financing facilities to determine cash requirements as part of the routine reporting process.
Credit risk – the company maintains strong relationships with each of its key customers and monitors the position at operational and board level on a regular basis.
FUTURE DEVELOPMENTS
The board is confident that sufficient market demand combined with robust cash management places the business in a strong position within the sector despite the current economic uncertainty.
The directors have continued to pursue the strategies that have served the company well in the past and anticipate a favourable outcome taking into consideration the commercial challenges faced.
Approved by the Board of Directors and signed on its behalf by:
|
D Malcolm
Director |
The directors present their annual report on the affairs of the Company, together with the financial statements and auditors’ report, for the financial year ended 31 August 2025.
PRINCIPAL ACTIVITIES
GOING CONCERN
REVIEW OF THE BUSINESS
Turnover for the financial year amounted to £12,256,181 (2024: £10,936,312). The Company earned a profit after taxation totalling £1,032,319 (2024: £945,299).
The net current asset position of the Company as at the financial year end amounted to £7,678,133 (2024: net current asset £6,808,207).
The net asset position of the Company as at the financial year end amounted to £7,772,150 (2024: net asset £6,889,831).
DIVIDENDS
The directors paid a dividend of £150,000 in the current financial year (2024: £180,000).
FUTURE DEVELOPMENTS
Details of future developments can be found in the Strategic Report.
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
|
|
|
|
|
AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Johnston Carmichael LLP have expressed their willingness to act in office as auditor and appropriate arrangements have been put in place for them to be appointed as auditors in the absence of an Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
|
D Malcolm
Director |
The directors are responsible 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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that financial 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 UK 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 Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Report on the audit of the financial statements
We have audited the financial statements of Sealco (Scotland) Limited (‘the company’) for the year ended 31 August 2025, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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).
In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:
•Give a true and fair view of the state of the company’s affairs as at 31 August 2025 and of its profit for the year then ended;
•Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•Have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
We were not appointed as auditor of the company until after 31 August 2024 and thus did not observe the counting of physical stocks at the end of that year. We were unable to satisfy ourselves by alternative means concerning the stocks quantities held at 31 August 2024 of £2,034,093 by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount at 31 August 2024 was necessary or whether there was any consequential effect on the cost of sales for the year ended 31 August 2025. In addition, were any adjustment to the stocks balance to be required, the strategic report would also need to be amended.
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 company 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 qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial Statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:
•The information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
•The Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
Arising solely from the limitation on the scope of our work relating to stocks, referred to above:
•we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
•we were unable to determine whether adequate accounting records have been kept.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
•Returns adequate for our audit have not been received from branches not visited by us; or
•The financial statements are not in agreement with the accounting records and returns; or
•Certain disclosures of Directors’ remuneration specified by law are not made.
As explained more fully in the Directors’ responsibilities statement 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’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
•Companies Act 2006;
•UK Tax legislation; and
•UK Generally Accepted Accounting Practice.
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections and relevant correspondence with regulatory bodies.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
•Management override of controls
•Revenue recognition
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
•Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
•Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
•Performing sales cutoff testing ensuring transactions were recorded in the appropriate accounting period by obtaining delivery notes and understanding the incoterms applied;
•Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and
•Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
The corresponding prior year figures are unaudited as there was no statutory requirement for audit in that year.
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.
For and on behalf of
Statutory Auditor
Glasgow
G2 2ND
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Turnover | 2 |
|
|
|
| Cost of sales | (
|
(
|
||
| Gross profit |
|
|
||
| Administrative expenses | (
|
(
|
||
| Other operating income |
|
|
||
| Operating profit |
|
|
||
| Income from other fixed asset investments | 3 |
|
|
|
| Other non-operating income |
|
|
||
| Profit before interest and taxation | 1,296,279 | 1,202,005 | ||
| Interest receivable and similar income | 3 |
|
|
|
| Interest payable and similar expenses | 3 | (
|
|
|
| Profit before taxation |
|
|
||
| Tax on profit | 7 | (
|
(
|
|
| Profit for the financial year |
|
|
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Tangible assets | 10 |
|
|
|
| 130,161 | 125,319 | |||
| Current assets | ||||
| Stocks | 11 |
|
|
|
| Debtors | 12 |
|
|
|
| Investments | 13 |
|
|
|
| Cash at bank and in hand | 14 |
|
|
|
| 10,231,941 | 9,090,153 | |||
| Creditors: amounts falling due within one year | 15 | (
|
(
|
|
| Net current assets | 7,678,133 | 6,808,207 | ||
| Total assets less current liabilities | 7,808,294 | 6,933,526 | ||
| Creditors: amounts falling due after more than one year | 16 |
|
(
|
|
| Provision for liabilities | (
|
(
|
||
| Net assets | 7,772,150 | 6,889,831 | ||
| Capital and reserves | 18 | |||
| Called-up share capital |
|
|
||
| Profit and loss account |
|
|
||
| Total shareholders' funds | 7,772,150 | 6,889,831 |
The financial statements of Sealco (Scotland) Limited (registered number:
|
D Malcolm
Director |
| Called-up share capital | Profit and loss account | Total | |||
| £ | £ | £ | |||
| At 01 September 2023 |
|
|
|
||
| Profit for the financial year |
|
|
|
||
| Total comprehensive income |
|
|
|
||
| Dividends paid on equity shares (note 9) |
|
(
|
(
|
||
| At 31 August 2024 |
|
|
|
||
| At 01 September 2024 |
|
|
|
||
| Profit for the financial year |
|
|
|
||
| Total comprehensive income |
|
|
|
||
| Dividends paid on equity shares (note 9) |
|
(
|
(
|
||
| At 31 August 2025 |
|
|
|
||
| 2025 | 2024 | ||
| £ | £ | ||
| Net cash flows from operating activities (note 21) |
|
|
|
| Cash flows from investing activities | |||
| Proceeds from sale of plant and machinery |
|
|
|
| Purchase of plant and machinery | (
|
(
|
|
| Interest received |
|
|
|
| Purchases of listed investments | (
|
(
|
|
| Income taxes paid | (387,914) | (408,564) | |
| Interest paid | (293) | 0 | |
| Increase in investment value | (22,360) | 0 | |
| Net cash flows from investing activities | (
|
(
|
|
| Cash flows from financing activities | |||
| Dividends | (150,000) | (180,000) | |
| Repayment of bank loans | (11,664) | 0 | |
| Net cash flows from financing activities | (
|
(
|
|
| Net (decrease)/increase in cash and cash equivalents | (
|
|
|
| Cash and cash equivalents at beginning of year |
|
|
|
| Cash and cash equivalents at end of year |
|
|
|
| Reconciliation to cash at bank and in hand: | |||
| Cash at bank and in hand at end of year |
|
|
|
| Cash and cash equivalents at end of year |
|
|
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Sealco (Scotland) Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Unit 2, St Johns Sawmills, Etna Road, Falkirk, FK2 9EG, United Kingdom.
The principal activities are set out in the Strategic Report.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for:
* exchange differences on transactions entered into to hedge certain foreign currency risks; and
* exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
For defined contribution schemes the amounts charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits are the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.
Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the Company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.
Where items recognised in the Statement of Comprehensive Income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the Company and the Company intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
| Land and buildings |
|
| Plant and machinery |
|
| Vehicles |
|
| Fixtures and fittings |
|
| Office equipment |
|
| Computer equipment |
|
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 credited or charged to profit or loss.
The Company as lessee
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Non-financial assets
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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.
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. 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.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
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.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, 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 Company's contractual obligations expire or are discharged or cancelled.
Investments
Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value with changes in fair value recognised through the Profit and Loss Account. Where fair value cannot be measured reliably, investments are measured at cost less impairment.
Investments in subsidiaries and associates are measured at cost less impairment. For investments in subsidiaries acquired for consideration including the issue of shares qualifying for relief from the recognition of share premium, cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.
Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
Fair value measurement
The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If the market is not active and recent transactions of an identical asset on their own are not a good estimate of fair value, the fair value is estimated by using a valuation technique.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Turnover represents the fair value of goods/services provided to customers during the financial year excluding value added tax.
Breakdown by business class
An analysis of the Company's turnover by class of business is set out below.
| 2025 | 2024 | ||
| £ | £ | ||
| Sale of goods and services | 12,256,181 | 10,936,312 |
Turnover is wholly attributable to the principal activity of the Company and arises solely within the United Kingdom.
| 2025 | 2024 | ||
| £ | £ | ||
| Income from other fixed asset investments |
|
|
|
| Interest receivable and similar income |
|
|
|
| Interest payable and similar expenses | (
|
|
|
| 90,196 | 74,453 |
An analysis of the auditor's remuneration is as follows:
| 2025 | 2024 | ||
| £ | £ | ||
| Fees payable to the Company’s auditor and its associates for the audit of the Company's annual financial statements: | 23,500 | 0 | |
| Total audit fees |
|
|
|
| 2025 | 2024 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: | |||
| Employees |
|
|
|
| Directors |
|
|
|
|
|
|
Their aggregate remuneration comprised:
| 2025 | 2024 | ||
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other retirement benefit costs (note 20) |
|
|
|
| 1,283,610 | 1,063,632 |
| 2025 | 2024 | ||
| £ | £ | ||
| Directors' emoluments |
|
|
|
| Company contributions to money purchase pension schemes |
|
|
|
| 150,272 | 29,313 |
| 2025 | 2024 | ||
| £ | £ | ||
| Current tax on profit | |||
| UK corporation tax |
|
|
|
| Total current tax |
|
|
|
| Deferred tax | |||
| Effect of increase in tax rate on opening liability |
|
|
|
| Total deferred tax |
|
|
|
| Total tax on profit |
|
|
The tax assessed for the year is higher than the standard rate of corporation tax in the UK:
| 2025 | 2024 | ||
| £ | £ | ||
| Profit before taxation | 1,383,557 | 1,273,735 | |
| Tax on profit at standard UK corporation tax rate of 25% (2024: 25%) |
|
|
|
| Effects of: | |||
| Expenses not deductible for tax purposes |
|
|
|
| Income not taxable in determining taxable profit | (
|
(
|
|
| Adjustments in respect of prior years |
|
(
|
|
| Exempt ABGH distributions | (641) | (612) | |
| Chargeable gains/(losses) | 3,626 | 7,518 | |
| 0 | 0 | ||
| Total tax charge for year | 351,238 | 328,436 |
Operating profit for the year is stated after charging/(crediting):
| 2025 | 2024 | ||
| £ | £ | ||
| Profit or loss on foreign exchange | (988) | 10,858 | |
| Profit or Loss on disposal of investments measured at fair value | 1,096 | 4,313 | |
| Change in fair value of financial assets measured at FVTPL | 22,032 | 19,965 | |
| Depreciation | (58,867) | (91,001) | |
| Admin - (Profit) / Loss on Sale of Assets | 38,888 | 22,138 | |
| Dividends from investments measured at fair value | 2,918 | 2,723 |
| 2025 | 2024 | ||
| £ | £ | ||
| Amounts recognised as distributions to equity holders in the financial year: | |||
| Interim dividend for the financial year ended 31 August 2025 of £150.00 (2024: £180.00) per ordinary share | 150,000 | 180,000 | |
| Land and buildings |
Plant and machinery | Vehicles | Fixtures and fittings | Office equipment | Computer equipment | Total | |||||||
| £ | £ | £ | £ | £ | £ | £ | |||||||
| Cost | |||||||||||||
| At 01 September 2024 |
|
|
|
|
|
|
|
||||||
| Additions |
|
|
|
|
|
|
|
||||||
| Disposals |
|
|
(
|
|
|
|
(
|
||||||
| At 31 August 2025 |
|
|
|
|
|
|
|
||||||
| Accumulated depreciation | |||||||||||||
| At 01 September 2024 |
|
|
|
|
|
|
|
||||||
| Charge for the financial year |
|
|
|
|
|
|
|
||||||
| Disposals |
|
|
(
|
|
|
|
(
|
||||||
| At 31 August 2025 |
|
|
|
|
|
|
|
||||||
| Net book value | |||||||||||||
| At 31 August 2025 | 0 | 1,051 | 105,152 | 8,008 | 272 | 15,678 | 130,161 | ||||||
| At 31 August 2024 | 0 | 1,363 | 87,907 | 9,697 | 435 | 25,917 | 125,319 |
| 2025 | 2024 | ||
| £ | £ | ||
| Stocks |
|
|
| 2025 | 2024 | ||
| £ | £ | ||
| Trade debtors |
|
|
|
| Amounts owed by related parties (note 22) |
|
|
|
| Corporation tax |
|
|
|
| Other debtors |
|
|
|
| Prepayments |
|
|
|
| Amounts owed by directors (note 22) |
|
|
|
|
|
|
| 2025 | 2024 | ||
| £ | £ | ||
| Listed investments – at fair value |
|
|
The fair value of listed investments, which are all traded in active markets, was determined with reference to the quoted market price at the reporting date.
| 2025 | 2024 | ||
| £ | £ | ||
| Cash at bank and in hand |
|
|
|
| Short-term deposits |
|
|
|
| 2,316,901 | 2,847,580 |
| 2025 | 2024 | ||
| £ | £ | ||
| Other loans |
|
|
|
| Trade creditors |
|
|
|
| Payroll taxes payable |
|
|
|
| Taxation and social security |
|
|
|
| VAT |
|
|
|
| Accruals |
|
|
|
| Other creditors |
|
|
|
|
|
|
There are no amounts included above in respect of which any security has been given by the entity.
| 2025 | 2024 | ||
| £ | £ | ||
| Other loans |
|
|
| 2025 | 2024 | ||
| £ | £ | ||
| At the beginning of financial year | (
|
(
|
|
| Charged to the Profit and Loss Account | (
|
(
|
|
| At the end of financial year | (
|
(
|
| 2025 | 2024 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
|
|
|
|
|
| Presented as follows: | |||
| Called-up share capital presented as equity | 1,000 | 1,000 |
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
Other financial commitments
| 2025 | 2024 | ||
| £ | £ | ||
| Operating leases due less than one year | 16,757 | 31,187 | |
| Operating leases due more than one year | 44,640 | 5,597 | |
|
|
|
Defined contribution schemes
The Company operates a defined contribution retirement benefit scheme for all qualifying employees. The total expense charged to profit or loss in the year ended 31 August 2025 was £168,519 (2024: £24,599). The amounts outstanding at the year end was £3,972 (2024: £nil).
| 2025 | 2024 | ||
| £ | £ | ||
| Operating profit |
|
|
|
| Adjustment for: | |||
| Depreciation and amortisation |
|
|
|
| Profit on sale of plant and equipment | (
|
(
|
|
| Profit or loss on disposal of investments measured at fair value |
|
|
|
| Change in fair value of financial assets measured at FVTPL |
|
|
|
| Dividend from investment |
|
|
|
| Operating cash flows before movement in working capital |
|
|
|
| Decrease/(increase) in stocks |
|
(
|
|
| Increase in debtors | (
|
(
|
|
| Increase in creditors |
|
|
|
| Cash generated by operations |
|
|
|
| Net cash flows from operating activities |
|
|
Transactions with related parties or connected persons
Amounts owed by related parties
| 2025 | 2024 | ||
| £ | £ | ||
| Amounts Owed by Related Parties |
|
|
Transactions with the entity’s directors (or members of its governing body)
Amounts owed by directors
| 2025 | 2024 | ||
| £ | £ | ||
| Directors Loan (DM) | 1,103,424 | 959,962 | |
| Directors Loan (AM) | 474,726 | 387,726 | |
|
|
|
The company is under the control of Derek Malcolm and Alan Malcolm by virtue of their controlling shareholding in the company.
| 2025 | 2024 | ||
| £ | £ | ||
| Other Loans - Amounts Due < 1 Year | (6,804) | (18,468) |
| 2025 | 2024 | ||
| £ | £ | ||
| Payable within one year | (6,804) | 0 | |
| Payable after one year | 0 | (18,468) |
There are no amounts included above in respect of which any security has been given by the entity.