REGISTERED NUMBER: 00840103 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

JOHN NICHOLLS (TRADING) LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

Mr J A M Nicholls

Mr M J Walton

Mr A England

Mr S Hall

Mr G C Bell

Mr D R Simms

Mr J Dark

REGISTERED OFFICE:

1 Somerville Court

Trinity Way

Adderbury

Banbury

Oxfordshire

OX17 3SN

REGISTERED NUMBER:

00840103 (England and Wales)

AUDITORS:

Bronsens

Chartered Certified Accountants

Statutory Auditors

Eden House

Two Rivers Business Park

Witney

Oxfordshire

OX28 4BL

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

Following significant changes to the company in the year ended 31 March 2024, the Directors agreed the company needed a consolidation year. As such, no new branches were opened during the year, instead the company completed a refurbishment of its Wimborne branch and a refurbishment of the showroom at Branksome branch.

In the Directors opinion the company's key performance indicators are as follows;

2025

2024

Turnover

38,324,634

41,510,879

Gross profit margin

27.17%

27.98%

Net profit before tax

781,870

890,047

Net assets position

7,277,575

7,404,477

During the year, the business faced difficult trading conditions due to a subdued domestic RMI and house building market, which is expected to continue into the next financial year. However, despite these challenges during the year the business maintained market share through existing branches.

The business has focused on credit management across both our customer and supplier base. In addition, the business has worked hard to ensure stock levels are aligned with current customer demand and market requirements. The company has continued to emphasis on ensuring that the working capital levels in the business are appropriate for an independent merchant of its size. Throughout the year operational processes have been reviewed to ensure they align with the needs of a Lightside business. The business has also placed greater effort in the supply of 'renewable' products and technologies for resale, which is being driven by the higher demand for sustainable building products.

The business continues to invest in technology, the existing branch network and its people. On 1 December 2024, the company implemented a new ERP system designed to enhance operational efficiency, support digital transformation, and position the business to meet future challenges.

Although the business faces strong competition from its rivals, coupled with uncertainty over the timing and pace of market recovery, it remains well placed to maintain trading levels and gross margins. Whilst our core business plan is to maintain growth and improve profits, we continue to have flexibility to ensure that we grow the business sustainably taking account of prevailing market conditions. At this time, we are focused on margin improvement, monitoring costs and cashflow even more closely than usual to ensure the company is well positioned to grow once the marketplace recovers and to be in an even stronger position to continue to serve its customers.

ON BEHALF OF THE BOARD:

Mr A England - Director

26 November 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 will be £ 750,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

Mr J A M Nicholls

Mr M J Walton

Mr A England

Mr S Hall

Mr G C Bell

Mr D R Simms

Mr J Dark

CHARITABLE DONATIONS

During the year the company made various charitable donations totalling £3,848 (2024 - £2,550).

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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. They 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr A England - Director

26 November 2025

Opinion

We have audited the financial statements of John Nicholls (Trading) Ltd (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 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 opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or 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; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, 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 deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Philip Burton BSc FCA (Senior Statutory Auditor)

for and on behalf of Bronsens

Chartered Certified Accountants

Statutory Auditors

Eden House

Two Rivers Business Park

Witney

Oxfordshire

OX28 4BL

26 November 2025

TURNOVER

3

38,324,634

41,510,879

Cost of sales

27,913,039

29,897,771

GROSS PROFIT

10,411,595

11,613,108

Administrative expenses

9,621,896

10,710,092

789,699

903,016

Other operating income

50,641

107,063

OPERATING PROFIT

6

840,340

1,010,079

Interest receivable and similar income

7

1,082

3,267

841,422

1,013,346

Amounts written off investments

8

35,300

35,300

806,122

978,046

Interest payable and similar expenses

9

24,252

87,999

PROFIT BEFORE TAXATION

781,870

890,047

Tax on profit

10

158,772

113,813

PROFIT FOR THE FINANCIAL YEAR

623,098

776,234

OTHER COMPREHENSIVE INCOME

Heavyside hive-out

-

6,855,814

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

6,855,814

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

623,098

7,632,048

FIXED ASSETS

Tangible assets

12

779,875

744,861

Investments

13

250,424

285,724

1,030,299

1,030,585

CURRENT ASSETS

Stocks

14

5,267,574

4,903,332

Debtors

15

9,744,345

9,021,652

Cash at bank and in hand

69,012

106,454

15,080,931

14,031,438

CREDITORS

Amounts falling due within one year

16

8,703,408

7,495,449

NET CURRENT ASSETS

6,377,523

6,535,989

TOTAL ASSETS LESS CURRENT LIABILITIES

7,407,822

7,566,574

CREDITORS

Amounts falling due after more than one year

17

(115,332

)

(162,097

)

PROVISIONS FOR LIABILITIES

20

(14,915

)

-

NET ASSETS

7,277,575

7,404,477

CAPITAL AND RESERVES

Called up share capital

21

8,400

8,400

Capital redemption reserve

600

600

Retained earnings

7,268,575

7,395,477

SHAREHOLDERS' FUNDS

7,277,575

7,404,477

The financial statements were approved by the Board of Directors and authorised for issue on 26 November 2025 and were signed on its behalf by:

Mr A England - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2023

8,400

9,740,369

600

9,749,369

Changes in equity

Dividends

-

(9,976,940

)

-

(9,976,940

)

Total comprehensive income

-

7,632,048

-

7,632,048

Balance at 31 March 2024

8,400

7,395,477

600

7,404,477

Changes in equity

Dividends

-

(750,000

)

-

(750,000

)

Total comprehensive income

-

623,098

-

623,098

Balance at 31 March 2025

8,400

7,268,575

600

7,277,575

1.	STATUTORY INFORMATION

John Nicholls (Trading) Limited is a private company, limited by shares and incorporated in England. The address of the registered office is given in the company information on page 1 of these financial statements. The nature of the company's operations and principal activities are as plumbers' merchants.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

2.	ACCOUNTING POLICIES

General information and basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemption, for subsidiary undertakings, in preparing these financial statements, as permitted by FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland";

- requirement of Section 7 Statement of Cash Flows

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover from the sale of goods is recognised when significant risk and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred, or to be incurred, in respect of the transaction can be measured reliably. This is usually on dispatch of goods.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Short leasehold

-

write off over period of lease

Plant and machinery

-

20% on cost

Fixtures and fittings

-

20% on cost

Motor vehicles

-

20% on cost

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost, where cost is equal to the average cost price in the year, and net realisable value, after making due allowances for obsolete and slow moving items.

Net realisable value is based on estimated selling price less further costs to completion and disposal.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Investments

Unlisted investments which cannot be measured at fair value reliably are shown at cost less impairment.

Other investments are measured at fair value.

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Impairment

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for income and expenses during the year. The nature of estimation means that actual outcomes could differ from those estimates.

The judgements and key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows;

Fixed assets - fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. When a review for impairment is conducted, the recoverable amount of an asset is determined based on value-in-use calculations prepared on the basis of management's assumptions and estimates.

Stock valuation - stock is valued at the lower of cost, where cost is equal to the average cost price in the year, and net realisable value, which includes, where necessary, provisions for slow moving and obsolete stock. Calculation of provisions requires judgements to be made regarding future customer demand, the competitive environment and stock loss trends.

Taxation - calculation of the Company's total tax charge requires a degree of estimation and judgement in respect of certain transactions whose ultimate tax treatment is uncertain. Where the final outcome of these tax matters differs from the amounts that were initially recorded, the tax charge and deferred tax provisions will be impacted.

Provisions - provisions for bad debts are estimates and the actual costs are dependent upon future events. Provisions are reviewed in each period, with any difference accounted for in the period in which the revision is made.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

Turnover arose wholly in the United Kingdom.

4.	EMPLOYEES AND DIRECTORS

31.3.25

31.3.24

£

£

Wages and salaries

5,191,478

5,518,667

Social security costs

567,456

615,233

Other pension costs

195,689

195,559

5,954,623

6,329,459

The average number of employees during the year was as follows:

31.3.25

31.3.24

Employees

125

140

5.	DIRECTORS' EMOLUMENTS

31.3.25

31.3.24

£

£

Directors' remuneration

1,116,694

1,141,195

Directors' pension contributions to money purchase schemes

67,500

61,698

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

5

5

Information regarding the highest paid director is as follows:

31.3.25

31.3.24

£

£

Emoluments etc

204,901

210,948

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.3.25

31.3.24

£

£

Hire of plant and machinery

212,891

213,136

Depreciation - owned assets

261,196

304,152

Depreciation - assets on hire purchase contracts

39,844

17,377

Profit on disposal of fixed assets

(49,392

)

(5,445

)

Auditors' remuneration

27,000

30,000

Auditors' remuneration for non audit work

20,973

38,225

Operating lease rentals - land and buildings

816,551

872,323

7.

INTEREST RECEIVABLE AND SIMILAR INCOME

31.3.25

31.3.24

£

£

Deposit account interest

822

-

Interest on overpaid tax

260

-

Other interest

-

3,267

1,082

3,267

8.

AMOUNTS WRITTEN OFF INVESTMENTS

31.3.25

31.3.24

£

£

Investments written off

35,300

35,300

9.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.3.25

31.3.24

£

£

Bank interest

13,376

56,959

Loan account interest

-

16,532

Hire purchase interest

10,876

3,113

Other interest

-

11,395

24,252

87,999

10.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.3.25

31.3.24

£

£

Current tax:

UK corporation tax

118,204

192,211

Deferred tax

40,568

(78,398

)

Tax on profit

158,772

113,813

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.25

31.3.24

£

£

Profit before tax

781,870

890,047

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

195,468

222,512

Effects of:

Expenses not deductible for tax purposes

4,322

5,038

Capital allowances in excess of depreciation

(12,952

)

-

Depreciation in excess of capital allowances

-

54,724

Deferred taxation

40,568

(78,398

)

Group relief

(68,634

)

(90,063

)

Total tax charge

158,772

113,813

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 March 2025.

31.3.24

Gross

Tax

Net

£

£

£

Heavyside hive-out

6,855,814

-

6,855,814

11.

DIVIDENDS

31.3.25

31.3.24

£

£

Final

750,000

9,976,940

12.	TANGIBLE FIXED ASSETS

Fixtures

Short

Plant and

and

leasehold

machinery

fittings

£

£

£

COST

At 1 April 2024

1,818,256

48,623

399,778

Additions

61,104

6,236

41,632

Disposals

-

-

-

At 31 March 2025

1,879,360

54,859

441,410

DEPRECIATION

At 1 April 2024

1,402,067

39,257

331,469

Charge for year

144,621

4,369

29,451

Eliminated on disposal

-

-

-

At 31 March 2025

1,546,688

43,626

360,920

NET BOOK VALUE

At 31 March 2025

332,672

11,233

80,490

At 31 March 2024

416,189

9,366

68,309

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 April 2024

625,034

315,530

3,207,221

Additions

118,685

173,145

400,802

Disposals

(278,615

)

(126,368

)

(404,983

)

At 31 March 2025

465,104

362,307

3,203,040

DEPRECIATION

At 1 April 2024

407,673

281,894

2,462,360

Charge for year

71,028

51,571

301,040

Eliminated on disposal

(213,867

)

(126,368

)

(340,235

)

At 31 March 2025

264,834

207,097

2,423,165

NET BOOK VALUE

At 31 March 2025

200,270

155,210

779,875

At 31 March 2024

217,361

33,636

744,861