The directors present their strategic report for Ripley Group Limited (the “Company”) and its subsidiaries (together, the “Group”) for the year ended 31 March 2024.
This report provides a fair, balanced and understandable review of the Group’s development, performance and position, together with a description of the principal risks and uncertainties and analysis using key performance indicators (“KPIs”).
Ripley Group Limited (the “Company”) is the parent undertaking of a group whose principal activities during the year were the recycling and trading of ferrous and non‑ferrous metals and the ownership of property used by the Group.
The Group’s main operating subsidiaries are H Ripley & Co Limited (“HRCL”), the principal trading entity, and Ripley Property Holdings Limited (“RPHL”), which holds and manages the Group’s property portfolio.
During the year, trading activities were undertaken primarily through HRCL, while RPHL generated rental income and managed the Group’s property assets, some of which were pledged as security for bank facilities.
Market environment
The year under review represented a period of significant change for the Group and for the wider recycling and metals sector.
Trading conditions remained difficult, characterised by continued volatility in international metal prices, elevated financing costs, persistent inflationary pressures on operating costs and ongoing disruption to global shipping and supply chains.
These factors combined compress profitability, increase working capital requirements and place pressure on the Group’s liquidity and covenant compliance.
Performance analysis
The Group’s financial performance for the year reflects the challenging market conditions described above. The directors monitor a range of financial measures, including revenue, gross margin, operating profit/(loss), cash generated from operations and net debt, to assess the Group’s profitability, cash generation and leverage.
During the year, margins were adversely affected by price volatility and cost inflation, while higher interest rates increased financing costs. Cash generation depended heavily on working capital management, the timing of shipments and the availability of bank facilities.
Subsequent liquidation of HRCL and impact on the Group
Following the year end, HRCL, the Group’s principal trading subsidiary, was placed into liquidation after a prolonged period of challenging trading conditions, increased borrowing costs, pressure on liquidity and the inability of the business to generate sufficient profitability to support its debt obligations and working capital requirements.
The liquidation of HRCL has materially altered the composition of the Group, with the majority of trading activities ceasing and the Group’s future focus moving towards asset realisation and liability management.
Property portfolio and deleveraging actions
RPHL continued to hold the Group’s property portfolio, some of which are subject to charges in favour of the Group’s lenders.
After the balance sheet date, certain properties were sold, with the proceeds used to repay bank loans originally advanced to HRCL as part of a broader deleveraging strategy designed to protect remaining assets and maximise recoveries for creditors and shareholders.
The directors are actively reviewing the remaining property portfolio to determine the optimal strategy for further disposals, lease re‑negotiations between Group entities or alternative uses, taking into account market conditions and the Group’s financial position.
The Group’s activities expose it to a number of principal risks and uncertainties, which the directors monitor on an ongoing basis:
Market and price risk – Volatility in global metal prices and demand can materially affect margins, stock values and the viability of trading operations.
Financing and liquidity risk – Elevated interest costs, reduced availability of credit and covenant pressures have contributed to liquidity challenges and, ultimately, the liquidation of HRCL.
Operational and supply chain risk – Disruptions to shipping, logistics and export markets can impact throughput, customer service and working capital requirements.
Legal and contingent liabilities – The Group has provided guarantees over certain lease obligations of a related party that has entered liquidation after the year end, creating potential claims against the Group.
Regulatory and environmental risk – Metals recycling activities are subject to environmental and health and safety regulation; non‑compliance could result in fines, remediation costs or restrictions on operations.
The Group’s financial performance for the year reflects the challenging market conditions described above. The key financial measures monitored by the directors are turnover, gross margin, operating loss, cash generated from operations and net debt.
Turnover: £55.2m (2023: £54.6m), reflecting broadly flat volumes and prices in aggregate.
Gross profit: £6.2m (2023: £6.3m), with gross margin of approximately 11%, impacted by price volatility and cost inflation.
Operating loss: £1.6m (2023: £1.4m), driven by increased administrative expenses and finance costs.
Net cash generated from/(used in) operations: £1.5m inflow (2023: £0.3m outflow), reflecting tighter working capital management and reduced capital expenditure.
Net debt (bank loans and overdrafts less cash): increased compared with the prior year, with higher interest costs and reduced headroom on facilities.
The directors also consider non‑financial KPIs, such as tonnage of scrap processed, export volumes, accident frequency rates and environmental compliance metrics, to assess operational efficiency and sustainability performance.
Given the Group’s move away from ongoing trading activities following the liquidation of HRCL, future KPI reporting will focus primarily on cash generation from asset realisations, reduction in net debt and settlement of obligations rather than growth or expansion metrics.
Going concern and future outlook
In assessing the appropriate basis of preparation for the financial statements, the directors have considered the Group’s cash flow forecasts, available facilities, contractual obligations and the impact of the post‑year‑end events described above.
The directors have concluded that the Group does not have sufficient resources in the post‑year‑end period to meet its liabilities as they fall due and that it is, therefore, not appropriate to prepare the financial statements on a going concern basis; instead, the financial statements have been prepared on a basis that reflects an orderly realisation of assets and settlement of liabilities, as described in the accounting policies.
As a consequence of the liquidation of HRCL and the planned disposal of properties, the Group’s future activity will be significantly reduced and will primarily comprise managing remaining assets, concluding outstanding contractual obligations and fulfilling its responsibilities in relation to guarantees and other commitments.
The directors’ objective is to preserve value where possible and to ensure that the rationalisation is conducted in a controlled and compliant manner in the interests of shareholders and creditors.
The directors acknowledge their duty under section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole, having regard to the interests of employees, suppliers, customers, creditors and other stakeholders.
During the year and in the period up to approval of these financial statements, the directors have:
Engaged regularly with the Group’s lenders and key creditors to discuss performance, covenant compliance and restructuring actions.
Communicated with employees affected by the restructuring and the liquidation of HRCL, seeking to treat staff fairly and support them through the transition.
Worked with customers and suppliers to manage the wind‑down of trading relationships in an orderly manner.
These considerations have informed the directors’ decisions regarding asset disposals, debt repayment and the basis of preparation of the financial statements.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2024.
The Group’s loss for the financial year attributable to the owners of the parent company is set out in the group statement of comprehensive income.
In view of the loss incurred and the Group’s financial position, the directors do not recommend the payment of a dividend for the year (2023: £nil).
Review of the business and post year‑end events
A detailed review of the business, its performance, principal risks and uncertainties, key performance indicators and significant post year‑end events is provided in the strategic report.
In summary, trading conditions in the metals recycling sector remained challenging, with volatility in metal prices, inflationary pressures, elevated financing costs and disruption to global shipping and supply chains adversely impacting profitability and liquidity.
After the balance sheet date, HRCL, the Group’s principal trading subsidiary, was placed into liquidation following a prolonged period of difficult trading and pressure on working capital, and certain properties owned by RPHL were sold with proceeds applied to reduce bank loans originally advanced to HRCL.
In addition, a related party for which the Group has provided a lease guarantee entered liquidation post year‑end, exposing the Group to potential claims under the guarantee; these matters have been taken into account in determining the basis of preparation and relevant provisions and contingent liability disclosures in the financial statements.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Group uses financial instruments such as overdrafts, borrowings, cash and other liquid resources, and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of this is to raise finance for the Goup's operations and manage currency risks, metal price risks and interest rate risks arising from the group's activities and liabilities. The directors review and agree policies for managing each of these risks which are summarised below:
The Group seeks to manage financial risks by ensuring sufficient liquidity is available to meet foreseeable needs and to invest safely and profitably.
The Group is exposed to interest-bearing liabilities and the directors continuously monitor interest rate movements to ensure and alternative sources of finance to minimise the group’s risk.
The Group is exposed to translation and transaction foreign currency risks. The directors believe that the majority of the translation risk and possible benefits associated with assets held in foreign currencies will, over time, offset each other. A substantial part of the Group's sales are denominated in currencies other than sterling. Accordingly, these transaction exposures, including those associated with forecast transactions, are hedged using forward contracts.
The Group seeks to manage the risk of customer defaulting through the use of customer acceptance thresholds, credit verification procedures and establishing credit limits. In addition, where appropriate, the group also uses payments in advance and credit insurance. Trade debtors are regularly monitored to make provisions for doubtful debts necessary.
The Group is exposed to the movement in scrap metal prices. The risk is managed by constant price monitoring and purchasing appropriately to match the sales price.
Refer to note 27 for further details.
As set out in the strategic report, the liquidation of HRCL and the sale of certain properties after the year end mean that the Group’s future activities will be significantly reduced.
The directors intend that the Group’s remaining operations will primarily consist of:
Managing and, where appropriate, realising any remaining property and other assets.
Engaging with lenders, landlords and other creditors to agree the settlement of outstanding obligations.
Fulfilling the Group’s responsibilities under guarantees and other contractual commitments.
The Group does not have the financial resources to continue trading in its orignal form as a going concern, and the financial statements have therefore been prepared on basis other than going concern reflecting an orderly realisation of assets and settlement of liabilities.
We are conscious of our duty to use resources responsibly and to minimise any environmental impacts of our business.
To this end, we changed our electricity supplier during the year to one which supplies 92% renewable energy and hence, produces only 36g per KWh of CO2 emissions.
The figures quoted below relate to the period before we made this change.
Annual UK energy usage in the year was as follows:
We have applied the most relevant emission factors sourced from UK government 2024 GHG conversion factors for company reporting.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per customers, the recommended ratio for the sector.
We have audited the financial statements of Ripley Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise 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
Emphasis of matter - financial statements prepared on a basis other than going concern
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.
The extent to which our procedures are capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud are: to identify and assess the risks of material misstatement of the financial statements due to fraud, through designing and implementing appropriate responses: and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and determined that the most significant is the Companies Act 2006.
We understood how the group and the parent company is complying with those frameworks through discussions with the directors.
We assessed the susceptibility of the group and the parent company's financial statements to material misstatement including how fraud might occur by considering the key risks impacting the financial statements.
We carried out a review of manual entries recorded in managements accounting records and assessed the appropriateness of such entries.
We assessed the susceptibility of the group and the parent company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all 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 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.
As permitted by s408 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 £0 (2023 - £0 profit).
Ripley Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is H. Ripley & Co, Apex Way, Hailsham, England, BN27 3WA.
The group consists of Ripley 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 group. Monetary amounts in these financial statements are rounded to the nearest £.
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 financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Ripley 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 March 2024. 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.
During the current year and in the period to the date of approval of these financial statements, the Group has experienced a prolonged period of challenging trading conditions in the metals recycling sector, including volatility in metal prices, elevated financing costs, inflationary pressures and disruption to global shipping and supply chains, which have adversely affected profitability, cash generation and covenant compliance.
Following the year end, H Ripley & Co Limited (“HRCL”), the Group’s principal trading subsidiary, was placed into liquidation. In addition, certain properties owned by Ripley Property Holdings Limited (“RPHL”) have been sold, with the proceeds applied to reduce bank loans originally advanced to HRCL, and additionally a related party for which the Group has provided a lease guarantee has also entered liquidation.
These events have significantly reduced the Group’s revenue‑generating capacity and have created additional obligations and uncertainties in respect of guarantees and other contractual commitments.
In reaching their conclusion on the appropriate basis of preparation, the directors have considered:
the Group’s historic and current trading performance and losses;
the cessation of the Group’s principal trading activities following the liquidation of HRCL;
the Group’s remaining asset base, including properties held and planned disposals;
the level of existing indebtedness and other liabilities, including lease guarantees and contingent obligations; and
the limited availability of new funding or restructuring options in the circumstances.
Having considered the information available, the directors have concluded that:
the Group no longer has an ongoing trading business capable of generating sufficient cash flows to meet its liabilities as they fall due;
there is no realistic prospect of securing additional funding or restructuring arrangements that would restore the Group to a going concern; and
the Group does not have the resources, in the post‑year‑end period, to discharge all remaining obligations on a going concern basis.
Accordingly, the directors consider that it is not appropriate to adopt the going concern basis of accounting in preparing these financial statements. Instead, the financial statements have been prepared on a basis other than going concern.
Turnover is recognised at the fair value of the consideration received or receivable for goods delivered in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities 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 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 group 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, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
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 group 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.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases 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 leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
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.
In preparing these financial statements, the directors have made the following key estimates:
Determining whether there are indicators of impairment of the group's non-financial assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
The provision for stock impairment is based on management's judgment of several factors, including market conditions, historical sales data, product life cycle, physical condition of inventory, and future demand forecasts.
This relates to the amount received by the group in respect of the full and final settlement of Reconi Limited for the claims made by the group.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The carrying value of land and buildings comprises:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Details of the company's subsidiaries at 31 March 2024 are as follows:
The subsidiaries listed above are included in these consolidated financial statements.
Pension commitments as at year end amounting to £10,850 (2023: £12,964) is included in other creditors.
Bank loans and overdrafts are secured by a fixed and floating charges over the assets of the group. Further, the company is a party to cross guarantee arrangements with its associated companies in support of the company's borrowings.
Finance lease obligations are secured on the underlying assets.
Bank loan is composed of:
The mortgage loan is repayable over a period of 10 years. Interest is charged at a rate of 3.71% p.a, fixed for the duration of the loan. The loan is set to expire in November 2026.
The term loan is repayable over a period of 5 years from initial drawdown. Interest is charged at a rate of 6.32% p.a fixed for the duration of the loan. The loan is set to expire in April 2027.
The trade loan is repayable over a minimum loan period of 30 days and maximum loan period of 60 days depending on the agreed term per loan amount. Interest is charged at 2.00% p.a.
The invoice discounting facility allowing early settlement of trade debtors with standard payment terms of 60 days from the end of the month following invoice date. A discount charge of 2.75% applies. As the group retains the associated risks and rewards, the facility is accounted for as a secured loan, with trade debtors remaining on the balance sheet and a corresponding liability recognised.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse within the foreseeable future and relates to accelerated capital allowances that are expected to mature within the same period.
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.
Outstanding contributions amounting to £10,850 (2023: £12,964) were payable to the fund and are included in
creditors.
Lease guarantee
The Group has provided a guarantee to a third‑party landlord in respect of lease obligations of a related party (a company with common shareholders).
Following the year end, this related party entered into liquidation and ceased trading. Under the terms of the guarantee, the landlord may seek recovery from the Group of outstanding lease payments and any associated dilapidations or termination costs arising from the early cessation of the lease.
At the balance sheet date, the related party remained solvent and was meeting its lease obligations. The subsequent liquidation provides additional evidence regarding the credit risk associated with the guaranteed tenant. The directors have reviewed correspondence with the landlord and the terms of the lease and guarantee. At the date of approval of these financial statements, no formal demand has been made on the Group under the guarantee and discussions with the landlord remain ongoing.
The directors are not yet able to determine reliably the amount, timing or probability of any outflows that may arise from this guarantee, particularly given the potential for negotiation of revised terms or settlement.
In view of this uncertainty, no provision has been recognised in these financial statements. The directors consider that disclosure of the guarantee as a contingent liability is appropriate.
Historic tax matters
A voluntary disclosure was made to HM Revenue & Customs (“HMRC”) in relation to historic tax matters arising from a corporate reorganisation undertaken on 1 April 2022, under which trade elements and four commercial properties were transferred from a partnership to Ripley Property Holdings Limited and liabilities of the partnership, including an unsecured loan due to H Ripley & Co Limited (“HRCL”), were assumed as part of that reorganisation.
As a consequence of that review, it was identified that HMRC may consider that corporation tax under section 455 CTA 2010 was payable by HRCL in respect of the outstanding loan balance prior to its repayment, although any such amount would have become recoverable following repayment of the loan during the year ended 31 March 2023.
HRCL has subsequently entered creditors’ voluntary liquidation and matters relating to any corporation tax exposures of HRCL are being dealt with by the liquidators as part of the insolvency process.
The directors do not currently expect a material liability to arise for the Group itself as a result of these historic tax matters and, accordingly, no provision has been recognised in these consolidated financial statements. However, given the status of HMRC’s review and the uncertainty as to the ultimate outcome, the matter is disclosed as a contingent liability.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
After the balance sheet date, H Ripley & Co Limited (“HRCL”), the Group’s principal trading subsidiary, was placed into creditors’ voluntary liquidation on 22 January 2026 following a prolonged period of challenging trading conditions, increased borrowing costs, pressure on liquidity and the inability of the business to generate sufficient profitability to support its debt obligations and working capital requirements.
Subsequent to the year end, certain properties held within Ripley Property Holdings Limited (“RPHL”) were sold. The properties are occupied by Group entities and were previously used in the Group’s recycling and metals trading operations. The sale proceeds have been applied to reduce bank loans originally advanced to HRCL and/or other Group borrowing facilities as part of a wider deleveraging strategy.
After the year end, a related party of the Group (a company with common shareholders) which leased property from a third‑party landlord entered into liquidation. Under the terms of the lease, the Group has provided a guarantee in respect of the tenant’s obligations. The landlord has the right to seek recovery of outstanding lease liabilities and related costs from the Group under this guarantee. The potential financial effect of this arrangement is described further in note 25.
During the year the group entered into the following transactions with related parties:
The group charged rental income to Urecycle Ltd during the year amounting to £96k.
The following amounts were outstanding at the reporting end date:
An other related party balance of £223k (2023: £123k) has been written off during the year.
The following amounts were outstanding at the reporting end date:
At the balance sheet date, a net amount of £43,986 (2023: £68,448) was due to the directors of the parent company. The loans are interest-free with no fixed repayment date.
For the year ended 31 March 2024, the group has taken advantage of the exemption offered in the sections 479A - 479C of the Companies Act 2006 and certain subsidiary undertakings have not been subject to an individual annual audit. Ripley Group Limited has given statutory guarantee to each of these subsidiary undertakings guaranteeing their liabilities, a copy of which will be filed at Companies House.
The companies which have taken this exemption are as follows:
Name Company number
Ripley Auto Spares Limited 02420996
C Gearing & Son Limited 05947047
At the start of FY23, a group reorganisation was undertaken. As part of this process, several properties were transferred from a related party to entities within the group. These transfers were initially accounted for as sales to the group. However, upon further review, it was determined that the transactions should have been treated as gifts. Accordingly, the accounting treatment was revisited, and adjustments were made to ensure the transfers were correctly reflected in the financial statements.
Additionally, it was noted that during the year, several group expenses were paid by a related party on behalf of the group, which had not been recorded in the prior year. As a result, these amounts have been adjusted and correctly reflected in the current year's financial statements.