PBShop.Co.UK Limited - Limited company accounts 23.2

REGISTERED NUMBER: 09366362 (England and Wales)

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2024

FOR

PBSHOP.CO.UK LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTORS:

A Collins

C Summers

D V Paget

REGISTERED OFFICE:

Swatton Barn

Badbury

Swindon

Wiltshire

SN4 0EU

REGISTERED NUMBER:

09366362 (England and Wales)

SENIOR STATUTORY AUDITOR:

Benjamin Herbert

AUDITORS:

d&t

Chartered Accountants & Statutory Auditors

Swatton Barn

Badbury

Swindon

Wiltshire

SN4 0EU

The directors present their report with the financial statements of the company for the year ended 31 January 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of The company's principal activity is the sourcing of books and entertainment products from the UK and Internationally and their wholesale distribution to UK & International customers. The company is one of the largest virtual wholesaler in the UK. Sales on their own online platform alongside other online platforms in various markets including the UK, Europe, USA, The Middle East, Japan, Asia Pacific and India complete the trading picture.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2023 to the date of this report.

A Collins

C Summers

D V Paget

DIRECTORS' QUALIFYING THIRD PARTY INDEMNITY PROVISION

The company has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such a qualifying third party indemnity provision remains in force as at the date of approving the director's report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, d&t, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

C Summers - Director

29 May 2024

Opinion

We have audited the financial statements of PBShop.Co.UK Limited (the 'company') for the year ended 31 January 2024 which comprise the Income Statement, Balance Sheet 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 January 2024 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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

The primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the company and management.

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework and the Companies Act 2006 and the relevant tax compliance regulations in the UK.

- We understood how PBShop.co.uk Limited is complying with those frameworks by making enquiries of management, Internal Audit, those responsible for legal and compliance procedures and the company Directors. We corroborated our enquiries through our review of board minutes and papers provided by the Company.

- We assessed the susceptibility of the Company's financial statements to material misstatements, including how fraud might occur by meeting with management from various parts of the business to understand where it considered there was a susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage earnings. We considered the programmes and controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud, and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved journal entry testing, with a focus on large or unusual transactions based on our understanding of the business, and focused testing, as referred to in the key audit matters section above. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards

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.

Benjamin Herbert (Senior Statutory Auditor)

for and on behalf of d&t

Chartered Accountants & Statutory Auditors

Swatton Barn

Badbury

Swindon

Wiltshire

SN4 0EU

29 May 2024

TURNOVER

26,285,120

26,053,730

Cost of sales

24,422,456

24,251,637

GROSS PROFIT

1,862,664

1,802,093

Administrative expenses

803,971

761,832

OPERATING PROFIT

4

1,058,693

1,040,261

Interest receivable and similar income

60,329

-

1,119,022

1,040,261

Interest payable and similar expenses

134

1,093

PROFIT BEFORE TAXATION

1,118,888

1,039,168

Tax on profit

5

282,297

211,138

PROFIT FOR THE FINANCIAL YEAR

836,591

828,030

FIXED ASSETS

Intangible assets

6

62,364

83,093

Tangible assets

7

9,796

19,461

72,160

102,554

CURRENT ASSETS

Stocks

205,284

209,197

Debtors

8

2,613,817

2,866,717

Cash at bank and in hand

1,014,852

1,199,688

3,833,953

4,275,602

CREDITORS

Amounts falling due within one year

9

2,987,142

3,435,215

NET CURRENT ASSETS

846,811

840,387

TOTAL ASSETS LESS CURRENT LIABILITIES

918,971

942,941

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Retained earnings

917,971

941,941

SHAREHOLDERS' FUNDS

918,971

942,941

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 29 May 2024 and were signed on its behalf by:

C Summers - Director

D V Paget - Director

1.	STATUTORY INFORMATION

PBShop.Co.UK Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. The trading address of the company is Unit 22, Horcott Industrial Estate, Fairford, Gloucestershire, GL7 4BX.

The presentation of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

RELATED PARTY EXEMPTION

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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 is recognised when the company has received and despatched the relevant product to fulfil a customers order, as all products sold by the company are ordered from third party suppliers to specifically fulfil customers orders.

INTANGIBLE ASSETS

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Research and development are being amortised evenly over their estimated useful life of five years.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

33% straight line basis, 15% on reducing balance and 10% straight line basis

STOCKS

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

TAXATION

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

Current or deferred taxation assets and liabilities are not discounted.

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.

DEFERRED TAX

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.

FOREIGN CURRENCIES

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

HIRE PURCHASE AND LEASING COMMITMENTS

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 40 (2023 - 41 ) .

4.	OPERATING PROFIT

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

2024

2023

£

£

Depreciation - owned assets

17,428

46,738

Research and development amortisation

32,765

50,158

Foreign exchange loss / (profit)

14,003

(6,027

)

5.

TAXATION

Analysis of the tax charge

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

2024

2023

£

£

Current tax:

UK corporation tax

271,488

211,492

Under provision of tax

10,809

-

Total current tax

282,297

211,492

Deferred tax

-

(354

)

Tax on profit

282,297

211,138

UK corporation tax has been charged at 24.03% (2023 - 19%).

6.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 February 2023

356,786

Additions

12,036

Disposals

(85,550

)

At 31 January 2024

283,272

AMORTISATION

At 1 February 2023

273,693

Charge for year

32,765

Eliminated on disposal

(85,550

)

At 31 January 2024

220,908

NET BOOK VALUE

At 31 January 2024

62,364

At 31 January 2023

83,093

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 February 2023

341,331

Additions

7,762

Disposals

(106,619

)

At 31 January 2024

242,474

DEPRECIATION

At 1 February 2023

321,870

Charge for year

17,428

Eliminated on disposal

(106,620

)

At 31 January 2024

232,678

NET BOOK VALUE

At 31 January 2024

9,796

At 31 January 2023

19,461

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

1,910,363

1,944,095

Amounts owed by group undertakings

169,860

367,855

Other debtors

533,594

554,767

2,613,817

2,866,717

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

2,231,906

2,723,016

Taxation and social security

305,635

389,495

Other creditors

449,601

322,704

2,987,142

3,435,215

10.	LEASING AGREEMENTS

At 31 January 2024, the company had total commitments under non-cancellable operating leases over the remaining life of those assets of £1,150,535 (2023 : £1,237,770).

11.	RELATED PARTY DISCLOSURES

Please refer to our accounting policy note on related party exemption.

12.	ULTIMATE CONTROLLING PARTY

The ultimate parent company at the balance sheet date is The Paperback Shop.co.uk Limited, a company incorporated in England and Wales.

At the balance sheet date, the ultimate controlling party is The Paperback Shop.co.uk EOT Ltd on behalf of The Paperback Shop Employee Ownership Trust.