The directors present the strategic report for the year ended 28 February 2025.
These financial statements cover the year ended 28th February 2025.
The Company has continued to invest and consolidate its position as a major transport, warehousing and rehearsal space provider for the live event sector.
The sector in which we operate provides challenging market conditions, however the directors are satisfied that the Company continues to provide its customers with market leading service.
The business is well funded and financially robust. The directors are confident the business is well placed to meet the challenges of the on-going economic climate and market conditions.
The company continues to invest having spent over £4.7M on new trucks and trailers in the year.
We believe that we continue to operate the largest and most modern fleet of specialist vehicles and trailers within the live event sector in the UK.
The directors do not anticipate any significant change in the nature of the company’s business.
The principal risk to the operation of the business continues to be the prospect of another pandemic like Covid 19 and any resulting lockdown measures put in place.
The company also has financial risk in association with recoverability of debtors. We have robust measures in place to mitigate such risks. Cashflow and investment plans are monitored closely and consistently matched to resources.
There is uncertainty regarding future major tours and performances across Europe this may be subject to geopolitical events which may affect artists desire to perform in certain locations. To mitigate the risk of possible a potential fall in music touring we do continue to maintain access the general haulage market.
There are also risks associated with the operational challenges resulting from Brexit and the proposed Employment Rights Act.
The live event sector continues to grow with larger and more prestigious music tours. The large tours are now almost exclusively in outdoor venues and as such are concentrated into the late spring and summer months when outdoor venues are available. We see this increased seasonality being maintained into the future and we are managing our fleet accordingly.
The key financial performance indicators for the company are turnover, gross margin and the level of fixed costs.
We operate a comprehensive quoting and budgeting system to ensure that we maintain a satisfactory gross profit margin for each job.
2025 2024
£ £
Turnover 37,424,938 37,073,860
Gross Margin 6,498,982 9,193,490
Operating Profit 2,587,995 5,126,633
Net Assets 18,563,741 18,043,911
The consistent level of turnover reflects the continued exposure to the live events sector during the current year. The slight decrease in profitability is explained by increased salary costs and significant depreciation on the company's fleet of vehicles.
The Company maintained its longstanding policy of paying dividends.
The company uses the following non-financial key performance indicators to monitor performance on a regular basis and identify areas for potential savings and improvements:
2025 2024
Average number of employed drivers 177 162
Size of vehicle fleet 279 trucks 272 trucks
Transport costs per mile * *
Average miles per gallon * *
* Non-financial KPI data not disclosed within the Annual Report and Financial Statements as they are considered by the board of directors to be commercially sensitive.
In discharging their duty to promote the interests of the Company under section 172 Companies Act 2006, the directors of the Company have regard to a number of factors and stakeholder interests. These are described below. As a wholly owned subsidiary, the directors do not consider the factors listed in section I 72(l)(f) (need to act fairly between the members of the Company) are relevant to the proper discharge of their duty under section 172.
The directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members, and in doing so have regard, amongst other matters, to the:
Likely consequences of any decision in the long term;
Interests of the Company's employees;
Need to foster the Company's business relationships with suppliers, customers and other stakeholders;
Impact of the Company's operations on the community and the environment; and
Desirability of the Company maintaining a reputation for high standards of business conduct.
The directors' regard to these matters is embedded in their decision-making process, through the Company's business strategy, culture, governance framework, management information flows and stakeholder engagement processes.
The Company's business strategy is focused on achieving success for the Company in the long-term. In setting this strategy, the Board takes into account the impact of relevant factors and stakeholder interests on the Company's performance. The Board also identifies principal risks facing the business and sets risk management objectives.
The Board promotes a culture of upholding the highest standards of business conduct and regulatory conduct. The Board ensures these core values are communicated to the Company's employees and embedded in the Company's policies and procedures, employee induction and training programmes and its risk control and oversight framework.
The Board recognises that building strong and lasting relationships with our stakeholders will help us to deliver our strategy in line with our long-term values and operate a sustainable business.
The directors are supported in the discharge of their duties by:
A director training programme (held on an ad hoc basis) to further their understanding of their duties and obligations under applicable law and regulation;
Processes which ensure the provision of timely management information and escalation through reporting lines to the Board from the Company's business areas, its senior management team and
Agenda planning for Board and senior management team meetings to provide sufficient time for the consideration and discussion of key matters.
Key Decision: Impact of Inflation
Due to a significant increase in the Consumer Price Index (CPI) during 2023/2024. the Company increased its focus on managing the cost base effectively ensuring that the impact on customer rate increases was mitigated wherever possible.
All significant costs, have been reviewed with appropriate strategies adopted to minimise the impact on the Company's overall cost base.
Key Decision: Environmental impact
The company recognises its responsibility when it comes to mitigating the environmental impact of its business. During the year the company engaged with Carbon Neutral Britain to ensure that our business operates in a net zero carbon manner.
Stakeholders
The Board understands the importance of engagement with all of its stakeholders and gives appropriate weighting to the outcome of its decisions for the relevant stakeholder in weighing up how best to promote the success of the Company.
The Board regularly discusses issues concerning employees, customers, suppliers, community and environment, regulators and its shareholder, which it takes into account in its discussions and in its decision-making process.
In addition to this, the Board seeks to understand the interests and views of the Company's stakeholders by engaging with them directly when required. The below table summarises the key stakeholders and how we engage with each:
Employees | Our employees contribute to a positive working culture and safe working environment. Employees are key to the success of our business. In addition to aiming to be a responsible employer in our approach to pay and benefits, we continue to engage with our team to ascertain which training and development opportunities should be made available to improve our team's productivity and our individual employees' potential within the business. We continually invest in employee development and wellbeing to create and encourage an inclusive culture within the organisation. Our employee appraisal programme encourages employee feedback and facilitates the opportunity for both employees and managers to set performance goals on an annual basis. Our culture invites different perspectives, new ideas and opportunities for growth. We work hard to ensure employees feel welcome and are valued and recognised for their hard work. |
Customers | Customers are at the centre of our business. Our business development team allied with our customer service teams build lasting relationships with current and potential customers to understand their objectives and requirements. We are in regular contact with customers in order to meet their defined service and reporting requirements.
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Suppliers | We work with a wide range of suppliers both in the UK and the European Union. We remain committed to being fair and transparent in our dealings with all of our suppliers.
The Company has systems and processes in place to ensure suppliers goods and services are provided in line with terms and conditions which are acceptable to the Company, in addition to ensuring suppliers are paid in a timely manner.
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Community and Environment | The Board's approach to social responsibility, diversity and inclusion and the community is of high importance.
Corporate social responsibility principles are part of our culture and decision making process. We take a consultative approach focused on building long-term relationships and solving business problems. |
Shareholders | The Board also seeks to behave in a responsible manner towards our shareholders. The Board communicates information relevant to its shareholders on a regular basis to cover such items as financial performance, forecasting, annual budgeting, etc. |
Principal risks and uncertainties
The directors considers the following to be the principal risks and uncertainties facing the Company, including an explanation of how they are mitigated where possible:
Risks | Examples of impacts | Mitigating Controls in place |
Operational |
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Environmental risks | Certain seasonal weather conditions and isolated weather events can disrupt our operations. Operating a significant fleet of commercial vehicles impacts the environment in terms of fuel storage and consumption. In addition, the interim UK carbon budgets and targets associated with the 2050 net-zero carbon emissions will result in the following risks to operations:
taxation, leading to increased costs of carbon intensive fuels;
| Investment in facilities management to minimise the risk of such events impacting the operational performance. Investment in facilities and fleet management ensures the Company has the most modem fuel storage facilities and fuel efficient fleet in operation reducing the impact on the environment and the possibility of polluting the environment. |
Health and Safety risks | Failure to adhere to Health and Safety requirements could lead to reputational damage, fines and potential loss of business. | Significant investment in human resources and associated training procedures provide mitigation of incidents occurring which could impact the health and safety of the Company's employees. |
IT/Power failures | Loss of business through reduced availability of essential operational systems. | Disaster recovery procedures exist which would be implemented in the event of power and IT outages. |
Commercial |
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Market influences such as competitive forces impacting on prices. | Reduced margins. | Mitigated through the continuous improvement of our operations and building long-term relationships with our customers. |
Economic |
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The Company's performance is influenced by general economic conditions such as Brexit and the conflict between Ukraine and Russia. | Increased inflation. During the year this has led to the Company facing increased fuel, energy and labour costs. | A mixture of strategies ranging from Escalator mechanisms in customer contracts to fixing electricity and gas prices has resulted in the Company being able to mitigate the impact to customers, whilst maintaining profit margins. |
The Company's ability to recruit drivers and warehouse staff is impacted by the UK labour market.
| Insufficient availability of suitable employees.
| The Company reviews its usage technology to ensure efficient work practices are in place. In addition, strong recruitment procedures allied the use of temporary colleagues ensure a stable workforce is maintained. |
On behalf of the board
The directors present their annual report and financial statements for the year ended 28 February 2025.
The results for the year are set out on page 12.
Ordinary dividends were paid amounting to £2,000,000. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
As the company's net consumption is not more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
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;
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. 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.
We have audited the financial statements of Fly By Nite Conferences Limited (the 'company') for the year ended 28 February 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, 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.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
Testing key income lines, in particular cut-off, for evidence of management bias.
Obtaining third party confirmation of material bank and loan balances.
Documenting and verifying all significant related party balances and transactions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Fly By Nite Conferences Limited is a private company limited by shares incorporated in England and Wales. The registered office is The FBN Complex, Shawbank Road, Lakeside, Redditch, Worcestershire, B98 8YN.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This 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:
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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Fly By Nite Holdings Limited. These consolidated financial statements are available from its registered office, The FBN Complex, Shawbank Road, Lakeside, Redditch, Worcestershire, B98 8YN.
The company recognises revenue from the following major sources:
Touring
General freight transport
Stroage income
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
Revenue for touring is generally invoiced in advance, and is recognised when the work is carried out.
Revenue for general freight transport is invoiced weekly, and the end of each week. Revenue is recognised in the period that the work is carried out.
Revenue for storage sales is invoiced monthly, for the month to which it relates.
FLY database has not been amortised during the year as it is still under construction.
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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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 company 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
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 company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company 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 company.
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 when the company has 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.
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.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The annual depreciation charge depends primarily on the estimated useful life of the asset and circumstances.
The directors annually review the asset life and adjust as necessary to reflect current thinking on the remaining life in light of technological change, prospective economic utilisation and physical condition of the asset concerned.
Changes in asset lives can have a significant impact on depreciation charges for the period. It is not practical to quantify the impact of changes to asset lives on an overall basis, as asset lives are individually determined.
Where an item of revenue relates partly to both the current and future years, the directors are required to estimate the proportion of income which relates to the current year.
This is done on a straight line basis, based on the number of working days in the current and future period, with the amount recognised in the current year calculated on a pro-rata basis. The net amount amount of income deferred into a future period is £642,551 (2024: £912,496).
Deferred tax is provided on temporary differences at the balance sheet date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
The deferred tax liability as at 28 February 2025 has been calculated based on a 25% tax rate, reflecting the expected timing of reversal of the related temporary differences.
An analysis of the company's turnover is as follows:
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
FLY database has not been amortised during the year as it is still under construction.
Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:
The long-term loans were secured by fixed charges over the freehold property and a debenture over the assets of the company. The company's bankers hold fixed and floating charges over all the property and undertaking of the company. Details of outstanding charges are shown below:
Debenture created 24 November 2006 with Barclays Bank PLC
Legal charge created 20 December 2006 with Barclays Bank PLC
Charge created 1 November 2013 with Barclays Bank PLC
Charge created 1 August 2018 with Barclays Bank PLC, containing fixed and floating charges, and a cross guarantee between this company and the other group companies, Fly By Nite Holdings Limited and Fly By Nite Rehearsal Studio Limited.
Charge created 22 May 2019 with Barclays Bank PLC, containing fixed and floating charges, and a cross guarantee between this company and the other group companies, Fly By Nite Holdings Limited and Fly By Nite Rehearsal Studio Limited.
Finance lease payments represent rentals payable by the company 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. The lease terms are generally 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Obligations under finance leases and hire purchase contracts are secured by the assets to which they relate.
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Deferred tax liabilities of £561,059 are expected to reverse within 12 months and relate to accelerated capital allowances that are expected to mature within the same period. The remaining balance is expected to reverse in future periods as capital allowances mature further.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the balance sheet date there were £43,552 (2024 - £24,105) contributions outstanding.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
During the comparative year the ownership of the complex was transferred from the pension scheme to the company's parent undertaking. The lease was continued on the same terms as with the pension scheme.
During the year the company entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The company has taken advantage of the exemption available in accordance with FRS102 Section 33 'Paragraph 33.1A' not to disclose transactions or balances entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.