25 July 2024
This announcement contains
inside information for the purposes of Article 7 of the UK version
of Regulation (EU) No 596/2014 which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
Scholium Group plc
('Scholium' or the 'Group')
Preliminary
Results for the year ended 31 March 2024
Scholium is pleased to announce
the Group's audited results for the year ended 31 March
2024.
Scholium is engaged in the
business of trading in rare books and modern prints. Its
wholly-owned operating subsidiary, Shapero Rare Books Limited, is
one of the leading UK dealers trading internationally in rare and
antiquarian books and works on paper, and also trades as Shapero
Modern, a leading UK dealer in the growing marketplace for modern
and contemporary prints.
Operating Highlights
• An encouraging 2% increase in revenue to £9,266k from
£9,060k
• Profit before tax increased by 30%
to £300k from £231k
• Group net asset value per share continues to rise from
71p per share to 73p this year
• Group continued to trade profitably in the first three months
of the current year
Financial Highlights
Years ended 31 March
(£'000)
|
2024
|
2023
|
Revenue
|
9,266
|
9,060
|
Gross
Profit
|
3,648
|
3,447
|
Gross
Margin
|
39.4%
|
38.1%
|
Profit
before tax
|
300
|
231
|
Total
earnings pence per share
|
2.21p
|
1.70p
|
NAV/Share
|
73p
|
71p
|
A copy of the 2024 Annual Report
(including the notice of Annual General Meeting ("AGM") will be
sent to shareholders and will also be available on the Company's
website in due course at www.scholiumgroup.com.
The Company's AGM will be held at
10.00am at 94 New Bond Street, London W1S 1SJ on Thursday, 26
September 2024.
David Harland, Chairman of
Scholium, noted "the active strategic
decisions taken by the Board and Management accompanied by
the ongoing assessment of further strategic opportunities will, I
am confident, lead to further progress in the coming
year."
For further information, please
contact:
Scholium Group
plc
David Harland,
Chairman
Bernard Shapero, Chief
Executive
Philip Tansey, Finance
Director
|
+44
(0)20 7493 0876
|
Zeus Capital Limited - Nominated
Adviser and
Broker
Chris Fielding, Isaac
Hooper
|
+44
(0)20 3829 5000
|
Chairman's Statement
I am delighted to present my
statement and to report that the Group's revenues for the year
ended 31 March 2024 increased by 2% to £9.3 million (2023: £9.1
million). The Board's focus on driving revenue in both books and
art has been successfully pursued and has resulted in a
third successive profitable year, with
profits before tax increasing by 30% to £300k (2023:
£231k).
The Board is pleased with the
continuing turnaround of the business achieved over the last three
financial years and remains focused on further enhancing shareholder
value through
the implementation of strategic changes
including developing new
revenue channels,
broadening our areas of expertise with selective
hires, incentivising staff and
continuing to search for further opportunities in related
areas.
Staff
The Group's operations continue to
rely on the hard work and dedication of our small number of
employees and I would like to take this opportunity of thanking
them for their contribution and effort, during the year.
Current Trading and Prospects
Trading conditions, after a slow
start, improved in the year under review, particularly for the
final four months and this has continued into the first three
months of the current year, which have been profitable, and which
is encouraging for the financial year ahead. The
utilization of external funding for securing art collections is
reflected in the increases in stock as well as borrowings which is
anticipated to generate further revenues and profits in the new
financial year.
Although the global outlook
continues to be challenging, our strategic plans, including our new
flagship property in Mayfair, the expansion of staff and the
proactive seeking of major collections of books and art, leads us
to be cautiously optimistic.
Strategy
I and my Board are certain that
there is still significant value that is not fully reflected in
these financials which we are focused on quantifying and exploiting
in the coming year with, it is anticipated, enhanced shareholder
value. The first part of our 'job' which has been to secure the
business and stabilize its profitable platform is nearing an end
and now the second part, the drive towards that enhanced value, is
in progress as is witnessed by the seeking out of collections of
books and art made in the year under
review and the active plan to widen sales of rare books and art
through the selective hire of sector leading experts.
We can never be certain of the
continuing effects on our businesses of global events, or the
general political and financial destablisation of the world.
However, the active strategic decisions taken by the Board and
Management, accompanied by the ongoing assessment of further
strategic opportunities, will, I am confident, lead to further
progress in the coming year.
DAVID HARLAND
Chairman
25 July 2024
Chief Executive Officer's Report
This has been another year of
achievement but not without its challenges, which I expand on below
and I am most thankful for the excellent team with whom I work and
who have been so dedicated and proactive over the year resulting in
a third consecutive year of increasing annual Group
profits.
Overview
Scholium Group has built upon the
success of the prior financial year
2022/23 with the highlights being;
• 2% increase in revenue
• Group profitability increased year-on-year
by 30% for a third consecutive
profitable year
• The consolidating of separate locations
into our new flagship Bond Street premises.
The Year 2023/24
Despite wars and other alarming
events in the year, the market for Books and Art remained
encouraging and progressed, particularly in the second half of the
year, away from the sluggish activity witnessed in the last three
months of the prior financial year and the first months of the year
under review. The market turned noticeably better over the last
four months, particularly in Art.
We proactively acquired
collections of art in the financial year, leveraging external
funding which is reflected in the additional stock and borrowing
levels. Part of that collection was sold within the year under
review, but the major impact will be felt in the year ahead,
particularly in the first half.
Overall revenue increased by 2% to
£9,266k (2023: £9,060k).
A full calendar year of fairs took
place but on a far more selective basis than in the past, as it was
determined that we could focus our resources more effectively,
which has been borne out by the results.
Taking all this into account, the
Group recorded a 30% increase in profit
before tax to £300k (2023: £231k).
Looking forward
Encouragingly, the performance of
the business in the first quarter of the new financial year
continued to be profitable. The active decision to seek out and
execute wider opportunities will continue this year with some
additional selective hires of new sector experts. Global economic
headwinds present challenges but the strategic review undertaken by
the Board acted upon as noted sees a greater focus on expanding the business in new specialty areas with recently
hired experts, more proactive securing of book and art collections
and a more forensic focus on costs.
Our new and exciting
premises, in a refurbished flagship location
which we moved into in July, an extensive online presence and
exhibitions at international trade fairs, all supplemented by hires
of some very focused sector specific staff will, I believe, lead to
continuing progress in the current year.
Staff
I have a fabulous team around me
without whom the positive results for the year could not have been
achieved and I thank them for their dedication and hard work
throughout the year and I look forward to welcoming our new hires
in the coming financial year.
Shareholders
I am delighted with the support
and guidance received from my fellow Board members and our major
shareholders and look forward to taking the Group to future
success.
BERNARD
SHAPERO
Group
Chief Executive
25
July 2024
Strategic
Report
This report provides an overview
of the Group's strategy and business model; gives a review of the
performance of the operating entities and of the financial position
at 31 March 2024 and it sets out the principal risks to which the
Group is exposed. In addition, it comments briefly on the future
prospects of the business.
Principal Activities & Review
of the Business
The Group comprises four legal
entities; Scholium Group PLC (the "Company") which is the publicly
traded holding company and which incurs the central costs of the
group and its three wholly owned subsidiaries, Shapero Rare Books
Limited, the only trading entity as detailed below, and two dormant
companies, Scholium Trading Limited and Mayfair Philatelic Limited.
The four together are referred to as the "Group".
The Group is engaged in the
business of dealing in rare books and fine art. The majority of the
business transacted is as a dealer - buying, owning and selling
items, either on its own or together with third parties who also
deal as principals. The Group generates value through its
expertise, astute buying and the profitable sale of
stock.
Shapero Rare Books is the
larger part of the business of the Group.
It is a leading international dealer in rare and collectible books
and works on paper with special expertise in Natural History,
Illustrated, Travel and Exploration and Literature trading under
the name of Shapero Rare Books. The business also trades as Shapero
Modern in modern and contemporary prints and limited editions by
established artists.
Strategy & Key Objectives
The Group's strategy is
to:
• build, organically or by acquisition, a portfolio of rare
books and art focused businesses to enable further growth of its
revenue and profit streams;
• attract individuals or teams of specialists in markets
complementary to the Group's existing businesses;
• optimise working capital in existing businesses to provide
funds for new business development; and,
• trade alongside other dealers in high value rare books and
art and participate in the acquisition for onward sale of large
consignments.
Review of the year from continuing
operations
The Group's revenues increased to
£9.3m from £9.1m in the prior year as sales in each of the
constituent businesses increased. The Group's core businesses were
profit-making during both the first and
second half of the financial year. Gross profit increased by 30%
compared with the prior year ended 31 March 2023, and the margin
made on sales rose from 38.1% last year to 39.4% in the year ended
31 March 2024 because of increased activity in the market and the
active drive by management to improve such margins.
Total expenses including direct
costs, such as art fairs and accompanying marketing costs, and
administrative overheads rose 2% to £3,252k (2023:
£3,175k).
The Group's profit before tax for
the year to 31 March 2024 increased by 30% to £300k (2023:
£231k).
An analysis of the Group's profit
before tax for the year to 31 March 2024 between the two halves of
the financial year is set out in the table below:
(£'000)
|
H1*
|
H2
|
Full year
total
|
Revenue
|
3,835
|
5,431
|
9,266
|
Gross
Profit
|
1,511
|
2,137
|
3,648
|
Profit
before tax
|
43
|
257
|
300
|
*H1 Unaudited figures published
November 2023
The value of the Group's stock at
31 March 2024 was £10,955k compared with
the prior year's total of £9,812k and
Group cash at 31 March 2024 was in net overdraft at
£(124)k. Furthermore, the original £250k
Covid bank loan, taken down in 2020, was reduced by repayment over
the year from £187k to £137k. The Group's overdraft facility of
£500k remains in place and from time-to-time, depending on timing
differences in significant purchases and onward sales, was drawn
during the year. An additional and specific loan facility
was taken in the final quarter of the year secured against a
specific collection of art works purchased as part of a joint
venture agreement with a fellow art dealer. The balance outstanding as at the year-end date was
£634k. (2023: £nil) - see note 22.
Key Performance Indicators
The Group is managed by and
reports on a few key performance indicators (KPIs). The current
principal KPIs are:
• sales, gross profit, gross margin and profit before
tax;
• stock ageing and turnover; and
• cash position.
Key
Performance Indicators (on continuing business)
Years ended 31 March
(£'000)
|
2024
|
2023
|
Variance
|
Revenue
|
9,266
|
9,060
|
2%
|
Gross
Profit
|
3,648
|
3,447
|
6%
|
Gross
Margin
|
39.4%
|
38.1%
|
3%
|
Stock
Turnover (months)
|
23.0
|
21.0
|
10%
|
Net
(borrowings) / Net cash
|
(896)
|
(241)
|
9%
|
Net
Profit before tax
|
300
|
231
|
30%
|
Group Performance
Shapero Rare Books
Shapero Rare Books Limited (SRB)
traded profitably through the year ended 31 March 2024 off the back
of increased activity in physical as well as on-line sales and a
full calendar of trade fairs. The year's sales were £9,266k, 2%
above the prior year's sales of £9,060k, and gross profit at
£3,648k for the year ended 31 March 2024 was 6% above the prior
year total of £3,447k.
Direct costs, including the
attendance at fairs, exhibitions, and catalogues, decreased from
£815k in the prior year to £778k in the year to 31 March 2024 as a
result of the active approach to maximising the benefit from fewer
but more productive fairs taken by management. Administrative costs
in total increased 4% from £2,360k in the prior year to £2,474k in the year
to 31 March 2024. Financial expenses for the year were £63k (2023: £41k).
SRB therefore recorded a profit
before tax of £714k compared with the £565k in the prior
year.
Central Costs
Central costs, which are incurred
by the holding company, Scholium Group PLC, include the Board
members as well as those costs associated with the Group's AIM
public status. The central costs, before the non-operational
accounting charge for the employee option scheme of £32k,
were £382k in the year to 31 March 2024,
an increase of £48k from the prior year's
total of £334k. The inclusion of the costs of the option scheme
take the total to £414k. These costs include the cost of managing
the Group, its audit, tax and professional fees, financing costs
and maintaining the AIM membership for the Company's
shares.
Year ended 31 March 2024
(£'000)
Shapero Rare Books
|
|
Continuing
business
|
|
Books
|
Gallery
|
Central
|
Revenue
|
6,992*
|
2,274
|
-
|
9,266
|
Gross
Profit
|
3,057
|
591
|
-
|
3,648
|
Gross
Margin
|
44%
|
26%
|
-
|
39%
|
Profit/(Loss) before tax
|
714
|
|
(414)
|
300
|
Year ended 31 March 2023
(£'000)
Shapero Rare Books
|
|
Continuing
business
|
|
Books
|
Gallery
|
Central
|
Revenue
|
7,283*
|
1,777
|
-
|
9,060
|
Gross
Profit
|
2,841
|
606
|
-
|
3,447
|
Gross
Margin
|
39%
|
34%
|
-
|
38%
|
Profit/(Loss) before tax
|
565
|
|
(334)
|
231
|
*The revenue for Books includes the
small amounts of other income. See Note 5 - Revenue
Dividend
The Board does not propose to
declare a dividend for the financial year ended 31 March 2024.
(2023:
£Nil).
Alternative accounting presentation
The Board is focused on enhancing
shareholder return. It is important therefore for an analysis of
the core performance of the Group's trading business to be prepared
excluding those costs that are more concerned with the non-trading
elements such as the costs of maintaining its public company status
and other non-directly related or one-off costs not typically
expected to be incurred in a 'normal' year.
Year ended 31 March
(£'000)
|
2024
|
2023
|
Pre-tax
Profit for the year
|
300
|
231
|
Add
back:
|
|
|
Central
costs
|
414
|
334
|
Discontinued business losses
|
-
|
-
|
Depreciation & amortisation (Note 6)
|
374
|
347
|
Finance
expenses (Note 11)
|
63
|
41
|
Re-stated
Operational EBITDA for the year
|
1,151
|
953
|
Principal Risks &
Uncertainties
Continuing supply of rare books,
works on paper and prints.
By definition, rare books and other works on paper and prints are not commonly available.
The availability
of fresh stock of such items onto the market is
often driven by major life events, such as inheritance, unrecovered
debt, divorce or downsizing due to economic malaise. The business
of Shapero Rare Books is reliant upon individual works and
collections of works coming onto the market and upon the Group
being able to access those business opportunities. There is no
guarantee that fresh stock will come onto the market in sufficient
quantities to meet the Group's plans for continued
growth.
When works become available for
sale or purchase, they are often dealt with privately and
discretely and, accordingly, there is no guarantee that the Group's
employees will be able to access such business opportunities or to
negotiate successfully the purchase of fresh stock coming onto the
market.
Reliance on key international
trade fairs
A significant proportion of the
Group's sales are made at international trade fairs. The cessation
of these fairs would have a material effect on the ability of the
Group to sell its stock. There are a limited number of stands at
international trade fairs and as a result places are highly sought
after. Whilst the Group have been exhibiting at these fairs for
many years, there can be no certainty that it will continue to
secure places in the future.
Competition
The market in books and works on
paper and prints in which the Group trades is competitive and the
Group faces various competitive pressures from auctioneers as well
as a wide range of dealers and smaller operators.
The Group is likely to face
continued and/or increased competition in the future both from
established competitors and/or from new entrants to the market. The
Group's competitors include businesses with greater financial and
other resources than the Group. Such competitors may be in a better
position than the Group to compete for future business
opportunities. If the Group is unable to compete effectively in the
markets in which it operates, it could lead to a material adverse
effect on the Group's business, financial condition, and
operations.
Co-owned goods
In the case of high value items or
collections, the Group will often acquire the items jointly with
another third-party bookseller or dealer and if not expressly
provided for there is a risk that the Group will not be able to
sell the entire asset without the agreement of all joint owners. In
this and other respects the Group relies on the honesty and
integrity of other dealers. Whilst the Group takes care to deal
only with established counterparties and experienced dealers who
are well known to senior management and/or the Directors, there can
be no guarantee that co-owners will comply with the agreed terms
(including, for example not changing the items) or that such
co-owners will not enter into administration or other insolvency
procedure, and in the event there is a loss of the co-owned goods
it is uncertain the Group could claim on its insurance policy in
relation thereto.
Stock valuation and liquidity
The Group trades in rare items,
which may be highly illiquid. The value of goods acquired is
difficult to assess and it may not be possible for the Group to
sell the assets at or above the price for which they were acquired.
The value of assets may not always represent the actual resale
value achievable.
Theft, loss or damage
Rare and collectible items are
highly mobile goods. Furthermore, such goods are frequently
transported internationally for trade shows or other marketing opportunities. Whilst
precautions are
taken to
ensure safe passage, the
Group's assets may be lost, damaged or stolen. While the Group
carries specialist insurance, there
is no
guarantee that
the Group's
insurance cover
will be
adequate in
all circumstances. Assets
of the Group
will be
placed with
third parties
for sale
on commission.
While the
Group intends
to take
appropriate precautions when placing
assets with third parties, there is a risk that these assets
outside of the Group's direct control may be stolen or replaced by
unscrupulous third parties with fakes or forgeries.
Authenticity and export
authority
The Directors of the Group will
ensure that due diligence is undertaken on the authenticity of the
assets acquired for sale. Nonetheless fakes and forgeries do exist
in the market and despite due diligence the Group may acquire these
believing them to be authentic. Further, the attribution of works
to a writer or artist is not always an exact science, and there can
be no guarantee that assets of the Group will not have been
mistakenly attributed in this way. Lack of authenticity is not
covered by the Group's insurance. Whilst the Group takes
appropriate care when acquiring works which may be of material
importance in the state of origin, there can be no guarantee that
works acquired by the Group are not subject to restrictions on
export or sale.
Insurance
The Group carries a specialist
insurance policy under the Antiquarian Booksellers Association
Insurance Scheme which covers each of the businesses. The Directors
believe that the Group carries appropriate insurance for a business
of its size and nature but there can be no guarantee that the
extent or value of the cover will be sufficient, in relation to
stock in transit or on consignment. The Directors review the
Group's insurance arrangements on an annual basis and endeavour to
insure its stock adequately, but there is no certainty that future
claims will not fall within the exclusions under the policy or that
the insurer will pay out any claim if made. Further, there can be
no guarantee that the necessary insurance will be available to the
Group in the future at an acceptable cost or at all.
Premises
Like many of the established
dealers in the market, the Group has publicly accessible galleries
in Mayfair, London from where it operates and sells both books and
works of art. Although there is a risk that the increasing demand
for online retail will render 'high street' premises uneconomic,
the Directors believe that a central London location is an
important factor in the success of the business as a
whole.
Terms of sale
In the past, the contractual
arrangements which the Group has entered into with clients,
customers and other dealers have not always included (amongst other
things) terms dealing specifically with:
1. transfer of ownership
and risk,
2. contract formation,
3. price and
payment,
4. limitations and
exclusions of liability, and
5. governing law and
jurisdiction.
There is no guarantee that the
Group's arrangements with its customers will not be terminated on
short notice or that the Group will not at some future time face
challenges or disputes regarding the contractual or other
arrangements with its clients.
If the Group became involved in a
contractual dispute and/or a third party was successful in any
contractual dispute with the Group, any resultant loss of revenues
or exposure to litigation costs or other claims could have a
material adverse effect on the Group's reputation, business,
financial condition and/ or operations or financial results. The
Group has revised its standard terms of sale to seek to ensure
that, henceforth, the arrangements with clients, customers, dealers
and others will include terms dealing with each of the
aforementioned areas.
Employees
The Group is reliant on a small
number of key employees, and in particular the Chief Executive
Officer, for their knowledge and the reliance customers place on
their integrity and service. If a key employee was to leave, the
business may suffer a short term decrease in performance whilst it
adjusts to the level of resources available to it.
Currency risk
The Group conducts certain
transactions other than in Pounds Sterling, its functional
currency. Movements in foreign exchange rates may impact the
Group's performance. The Group does not enter into any hedging
contracts in respect of currency positions.
Future prospects
The Group has continued to trade
profitably in the first three months of the current year. The core
businesses are Shapero Rare Books, one of the leading UK rare book
dealers, and Shapero Modern, one of the leading UK dealers in
modern art and prints, both with a solid international customer
base. Further attention will be required to continue to improve
return on capital employed, particularly to margins achieved and to
stock turnover. The Board has implemented several initiatives to
target this.
The Board continues to review
further strategic opportunities within a tightly managed cost
framework to improve the Group's profitability and create improved
shareholder value. During the year ending 31 March 2025 the Board
will implement initiatives regarding property, further enhanced
selling channels and improving the sales of slower-moving and aged
stock.
Consolidated Statement of Comprehensive
Income
|
Note
|
Year ended
31 Mar
2024
£000
|
Year ended
31 Mar
2023
£000
|
Revenue
|
5
|
9,266
|
9,060
|
Cost of
Sales
|
|
(5,618)
|
(5,613)
|
Gross profit
|
|
3,648
|
3,447
|
Distribution expenses
|
|
(778)
|
(815)
|
Administrative expenses
|
|
(2,476)
|
(2,360)
|
Total expenses
|
|
(3,252)
|
(3,175)
|
Profit from operations
|
|
394
|
272
|
Charge
for share options granted to employees
|
|
(31)
|
-
|
Financial
(expense)
|
11
|
(63)
|
(41)
|
Profit before taxation
|
|
300
|
231
|
Income
tax (expense)
|
12
|
-
|
-
|
Profit for the year from continuing operations and total
comprehensive income attributable to equity holders of the parent
company
|
|
300
|
231
|
Profit for the year and total
comprehensive income attributable
to equity
holders of
the parent
company
|
|
300
|
231
|
Earnings per share (in
pence):
|
13
|
|
|
From
continuing operations
|
|
2.21
|
1.70
|
Total Earnings per
share
|
|
2.21
|
1.70
|
Scholium Group
Plc Company number
08833975
Consolidated Statement of Financial
Position
|
Note
|
31 Mar
2024
£000
|
31 Mar
2023
£000
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Property,
plant and equipment
|
14
|
717
|
877
|
Deferred
corporation tax asset
|
16
|
-
|
-
|
|
|
717
|
877
|
Current assets
|
|
|
|
Inventories
|
17
|
10,569
|
9,812
|
Trade and
other receivables
|
18
|
2,760
|
2,058
|
Cash and
cash equivalents
|
20
|
245
|
216
|
|
|
13,574
|
12,086
|
Total assets
|
|
14,291
|
12,963
|
Current liabilities
|
|
|
|
Bank
overdrafts
|
20
|
262
|
259
|
Trade and
other payables
|
21
|
2,536
|
1,983
|
Loans and
borrowings
|
22
|
523
|
47
|
Right-of-use asset lease liabilities
|
25
|
188
|
227
|
Total current liabilities
|
|
3,509
|
2,516
|
Non-current liabilities
|
|
|
|
Loans and
borrowings
|
22
|
249
|
140
|
Right-of-use asset lease liabilities
|
25
|
572
|
676
|
Total non-current
liabilities
|
|
821
|
816
|
Total liabilities
|
|
4,330
|
3,333
|
Net assets/liabilities
|
|
9,961
|
9,630
|
Equity and liabilities
|
|
|
|
Equity attributable to
owners of the parent
|
|
|
|
Ordinary
shares
|
23
|
136
|
136
|
Share
Premium
|
|
9,516
|
9,516
|
Merger
reserve
|
2
|
82
|
82
|
Retained
Profit / (loss)
|
|
227
|
(104)
|
Total equity
|
|
9,961
|
9,630
|
Consolidated Statement of Changes in
Equity
|
Share
Capital
£000
|
Share
Premium
£000
|
Merger reserve
£000
|
Retained earnings
£000
|
Total
equity
£000
|
Balance at 31 March
2021
|
136
|
9,516
|
82
|
(512)
|
9,222
|
Profit for
the year from continued and discontinued operations
|
-
|
-
|
-
|
177
|
177
|
Total comprehensive income
for the period
|
-
|
-
|
-
|
177
|
177
|
Balance at 31 March
2022
|
136
|
9,516
|
82
|
(335)
|
9,399
|
Profit for
the year from continued and discontinued operations
|
-
|
-
|
-
|
231
|
231
|
Total comprehensive income
for the period
|
-
|
-
|
-
|
231
|
231
|
Balance at 31 March
2023
|
136
|
9,516
|
82
|
(104)
|
9,630
|
Profit
and total comprehensive income for the
year
|
-
|
-
|
-
|
301
|
301
|
Employee
share option scheme
|
|
|
|
31
|
31
|
Balance at 31 March
2024
|
136
|
9,516
|
82
|
227
|
9,961
|
There were no transactions with
owners in the year.
The following describes the nature
and purpose of each reserve within owners' equity:
|
|
|
Share capital
|
Amount subscribed for shares at
nominal value.
|
Share premium
|
Amount subscribed for share capital
in excess of nominal value less attributable share issue
expenses.
|
Merger reserve
|
Amounts attributable to equity in
respect of merged subsidiary undertakings.
|
Retained earnings
|
Cumulative profit/(loss) of the
Group attributable to equity shareholders.
|
Consolidated Statement of Cash
Flows
|
31 Mar
2024
£000
|
31 Mar
2023
£000
|
Cash flows from operating
activities
|
|
|
Profit
before tax
|
301
|
231
|
Employee
share option scheme charge
|
31
|
-
|
Depreciation of property, plant and equipment
|
374
|
353
|
Amortisation of intangible assets
|
-
|
4
|
Interest
paid
|
63
|
41
|
|
769
|
629
|
(Increase)/decrease in inventories
|
(757)
|
(228)
|
Decrease/(increase) in trade and other receivables
|
(702)
|
161
|
Increase/(decrease) in trade and other payables
|
553
|
(885)
|
Net cash generated from
operating activities
|
(906)
|
(952)
|
Cash flows from investing
activities
|
|
|
Purchase
of property, plant and equipment
|
(21)
|
(21)
|
Purchase
of right-to -use assets
|
(194)
|
(239)
|
Net cash (used) in investing
activities
|
(215)
|
(260)
|
Cash flows from financing
activities
|
|
|
Lease
repayments for right-of-use assets
|
(143)
|
(77)
|
Non-bank
loan financing
|
634
|
-
|
Bank
loan
|
(49)
|
(48)
|
Interest
paid
|
(63)
|
(41)
|
Net cash generated / (used) from financing activities
|
379
|
(166)
|
Net increase / (decrease) in cash and cash equivalents
|
27
|
(749)
|
Cash and cash equivalents at
the beginning of the year
|
(44)
|
705
|
Cash and cash equivalents at
the end of the year
|
(17)
|
(44)
|
|
|
|
|
|
|
Components of cash and cash
equivalents
|
|
|
Cash at
bank and in hand
|
245
|
216
|
Bank
overdrafts
|
(262)
|
(260)
|
Total cash and cash
equivalents
|
(17)
|
(44)
|
Scholium Group
Plc Company number
08833975
Company Statement of Financial
Position
|
Note
|
31 Mar
2024
£000
|
31 Mar
2023
£000
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Group
Investments
|
15
|
2,391
|
2,391
|
Deferred
tax asset
|
|
-
|
-
|
|
|
2,391
|
2,391
|
Current assets
|
|
|
|
Trade and
other receivables
|
18
|
7,623
|
7,559
|
Cash and
cash equivalents
|
20
|
-
|
-
|
|
|
7,623
|
7,559
|
Total assets
|
|
10,014
|
9,950
|
Current liabilities
|
|
|
|
Overdrafts
|
20
|
190
|
164
|
Trade and
other payables
|
21
|
184
|
143
|
Loans and
borrowings
|
22
|
47
|
47
|
Total current liabilities
|
|
421
|
354
|
Non-current liabilities
|
|
|
|
Loans and
borrowings
|
22
|
91
|
140
|
Total liabilities
|
|
512
|
494
|
Net assets/liabilities
|
|
9,502
|
9,456
|
Equity and liabilities
|
|
|
|
Equity attributable to
owners of the parent
|
|
|
|
Ordinary
shares
|
23
|
136
|
136
|
Share
Premium
|
|
9,516
|
9,516
|
Merger
reserve
|
24
|
-
|
-
|
Retained
earnings/(deficit)
|
|
(150)
|
(196)
|
Total equity
|
|
9,502
|
9,456
|
Statement of Changes in Company
Equity
|
Share
Capital
£000
|
Share
Premium
£000
|
Retained earnings
£000
|
Total
equity
£000
|
Balance at 1 Apr 2021
|
136
|
9,516
|
(191)
|
9,461
|
Loss for
the year
|
-
|
-
|
(409)
|
(409)
|
Total comprehensive income
for the period
|
-
|
-
|
(231)
|
(231)
|
Balance at 31 March
2022
|
136
|
9,516
|
(600)
|
9,052
|
Profit for
the year
|
-
|
-
|
404
|
404
|
Total comprehensive income
for the period
|
-
|
-
|
404
|
404
|
Balance at 31 March
2023
|
136
|
9,516
|
(196)
|
9,456
|
Profit for
the year
|
-
|
-
|
46
|
46
|
Total comprehensive income
for the period
|
-
|
-
|
46
|
46
|
Balance at 31 March
2024
|
136
|
9,516
|
(150)
|
9,502
|
The following describes the nature
and purpose of each reserve within owners' equity:
|
Share capital
|
Amount subscribed for shares at
nominal value.
|
Share premium
|
Amount subscribed for share
capital in excess of nominal value less attributable share-issue
expenses.
|
|
issue expenses.
|
Merger reserve
|
Amounts attributable to equity in
respect of merged subsidiary undertakings.
|
Retained earnings
|
Cumulative profit/(loss) of the
Group attributable to equity shareholders.
|
Company Cashflow
|
31 Mar
2024
£000
|
31 Mar
2023
£000
|
Cash flows from operating
activities
|
|
|
Profit/(Loss) before tax
|
46
|
404
|
Decrease/(increase) in trade and other receivables
|
(64)
|
(444)
|
(Decrease)/increase in trade and other payables
|
41
|
84
|
Net cash generated from
operating activities
|
23
|
44
|
Cash flows from investing
activities
|
|
|
Dividends
receivable from subsidiary undertakings
|
-
|
-
|
Net cash generated from
investing activities
|
-
|
-
|
Cash flows from financing
activities
|
|
|
Bank
loan
|
(49)
|
(48)
|
Net cash (used)/generated
from financing activities
|
(49)
|
(48)
|
Net (decrease) in cash and
cash equivalents
|
(26)
|
(4)
|
Cash and cash equivalents at
the beginning of the year
|
(164)
|
(160)
|
(Overdraft)/cash and cash
equivalents at the end of the year
|
(190)
|
(164)
|
Notes to the Consolidated Financial
Statements
1 General
information
Scholium Group plc and its subsidiaries (together
'the Group') are engaged in the trading and retailing of rare
books, works on paper and stamps primarily in the United Kingdom.
The Company is a public company limited by shares domiciled and
incorporated in England and Wales (registered number 08833975). The
address of its registered office is 94 New Bond Street, London W1S
1SJ.
2 Basis of
preparation and accounting policies
The financial statements have been
prepared in accordance with International Financial Reporting
Standards including standards and interpretations issued by the
International Accounting Standards Board and in accordance with
International Accounting Standards in conformity with the
requirements of the Companies Act 2006.
The consolidated and Company
financial statements are prepared on an historical cost
basis.
The preparation of financial
statements in conformity with IFRSs requires the use of certain
accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are
significant to the consolidated financial statements are disclosed
in note 3 below.
The functional and presentational
currency of the Group and the Company is pounds sterling. The
financial information is shown to the nearest £1,000.
The principal accounting policies
applied by the Group in the preparation of these consolidated
financial statements for the years ended 31 March 2024 and 31 March
2023 are set out below. These policies have been consistently
applied to all periods presented.
Going concern
The Directors have reviewed the activities of the Group since 1 April 2023 with a view to determining whether
there are
any material
uncertainties which
may impact
whether the
Group can
be considered
to be a going concern. The Group's primary
activities can be classified as retail, and therefore the Directors
have considered the Group's position in the light of the retail
industry as a whole as well as the Group's own circumstances. The
Group's leases on its retail premises are at relatively low rents,
and in the case of the 94 New Bond Street
lease, has a relatively short term date of April 2029 and
which is
subject to
a break-clause that can
be exercised in three years in July
2027. The Group therefore does not have
any exposure to any onerous leases. The Group has an international
customer base and is not dependent solely on footfall generating
sales from its London premises, or its presence at international
fairs.
The Group in 2020 made use of a
government £250,000 Covid loan, which at the year-end date,
following repayments made during the year, has £137,500 (2023: £187,500)
outstanding. This
is repayable
over five years
and therefore is not exposed to any liabilities where the terms of
repayment may change. The Group has no creditors over one year, and
no liabilities to a defined benefit pension scheme.
The Group has enjoyed a third
consecutive successful year and continues to expand sales channels
and sector types. The Directors have prepared revised "stressed"
forecasts taking account of the results to date, current expected
demand, and cost savings identified. This has been conducted
together with an assessment of the liquidity headroom against the
cash and bank facilities including the new Covid loan.
The Directors recognise that the
current difficult geo-political and resulting economic environment
could impact business but have concluded that there are no material
uncertainties over the Group and
Company's ability
to continue
as a going concern. The Directors have a reasonable expectation
that the Group has adequate
resources to continue in operational existence for the next 12
months, therefore it is appropriate to adopt a going concern basis
for the preparation of the Financial Statements. Accordingly, these
financial statements do not include any adjustments to the carrying
amount or classification of assets and liabilities that would
result if the Group and Company were unable to continue as a going
concern.
3
Revenue
|
31 Mar
2024
Group
£000
|
31 Mar
2023
Group
£000
|
Sales of
Stock - Books
|
6,887
|
7,042
|
Sales of
Stock - Gallery
|
2,274
|
1,777
|
Commissions
|
20
|
177
|
Other
income
|
85
|
64
|
|
9,266
|
9,060
|
4 Profit Before
Taxation
|
Profit
before taxation is after charging/(crediting):
|
31 Mar
2024
Group
£000
|
31 Mar
2023
Group
£000
|
|
Depreciation of property, plant and equipment (note
14)
|
372
|
347
|
|
Amortisation of intangible assets
|
-
|
4
|
|
Foreign
currency losses
|
-
|
-
|
|
Employee
costs (note 7)
|
840
|
736
|
|
Fees
payable to the Company's auditors (note 9)
|
46
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
5 Employee
costs including Directors
|
31 Mar
2024
Group
£000
|
31 Mar
2023
Group
£000
|
Wages
|
756
|
663
|
Social
security costs
|
60
|
50
|
Pension
costs
|
19
|
15
|
Other
employee benefits
|
5
|
8
|
|
840
|
736
|
All employee costs are included in
administrative expenses. Defined contribution pension
schemes.
The Group operates a defined
contribution retirement benefit scheme for qualifying employees.
The total cost charged of £44k
(2023: £38k) represents contributions payable to
the scheme by the Group at rates specified in the plan rules. As at
31 March 2024, contributions due in respect of the current
reporting period of £10k (2023: £3k) not
paid over to the schemes are included within
payables..
6 Directors'
remuneration
|
31 Mar
2024
Group
£000
|
31 Mar
2023
Group
£000
|
Salaries
and fees
|
424
|
375
|
Social
security costs
|
50
|
43
|
Pension
costs
|
24
|
23
|
Other
employee benefits
|
26
|
15
|
Total
|
524
|
456
|
Information regarding the highest paid Director, Bernard
Shapero (2023: Bernard Shapero):
|
Salary
|
234
|
204
|
Benefits
|
10
|
28
|
Total
|
244
|
232
|
There are two (2023 - two) directors
accruing a defined contribution pension liability.
The Directors are considered to be
the Company's key management personnel.
7 Income
tax
|
31 Mar
2024
£000
|
31 Mar
2023
£000
|
Current tax (credit)/expense
|
|
|
Current
tax
|
-
|
-
|
Deferred
tax
|
-
|
-
|
Total tax expense
|
-
|
-
|
The
charge for the year can be reconciled to the profit per the income
statement as follows:
|
|
31 Mar
2024
£000
|
31 Mar
2023
£000
|
Profit
before tax
|
300
|
177
|
Applied
corporation tax rates:
|
25%
|
19%
|
Tax at
the UK corporation tax rate of 25% (2023: 19%):
|
75
|
44
|
Tax
payable covered by available tax losses
|
(75)
|
(44)
|
Tax
losses not recognised as deferred tax assets
|
|
|
Origination and reversal of temporary differences
|
-
|
-
|
Taxation charge
|
-
|
-
|
9 earnings per
share
|
31 Mar
2024
Group
£000
|
31 Mar
2023
Group
£000
|
Profit
used in calculating basic and diluted earnings per share
attributable to the owners of the parent
|
|
|
Continuing operations
|
300
|
231
|
|
Total
|
300
|
231
|
|
Number of shares
|
|
|
|
Weighted
average number of shares for the purpose of basic and diluted
earnings per share
|
13.6m
|
13.6m
|
|
Basic
earnings per share from continuing operations (pence per
share)
|
2.21
|
1.70
|
|
Total
basic and diluted earnings pence per share
|
2.21
|
1.70
|
|
All shares shown above are
authorised, issued and fully paid up. Ordinary shares carry the
right to one vote per share at general meetings of the Company and
the rights to share in any distribution of profits or returns of
capital and to share in any residual assets available for
distribution in the event of a winding up.
10 Investment in
subsidiaries
|
|
31 Mar
2024
Company
£000
|
|
|
At 7
January 2014: nominal value of shares issued
|
28
|
|
|
Fair-value adjustment taken to merger reserve
|
2,809
|
|
|
Write-off
of merger reserve on 31 March 2020
|
(2,809)
|
|
|
Deferred
consideration
|
2,363
|
|
|
Balance
at 31 March 2024
|
2,391
|
|
|
Balance
at 31 March 2023
|
2,391
|
|
|
|
|
|
|
|
|
The investments in Group
undertakings are originally recorded at cost which is the
fair-value of the consideration paid. At 31 March 2019 the amount
was £5,200,000. The Company's merger reserve was written off as at
31 March 2020 due to the assessment of the subsidiary company's
value following the adverse impact of Covid-19. As such, the
investment is now valued at £2,391,000.
The principal subsidiaries of the
Company, all of which are incorporated in the UK and wholly owned
have been included in the consolidated financial information, are:
Shapero Rare Books Ltd (a dealer in rare books and art), Scholium
Trading Ltd and Mayfair Philatelics Ltd. Scholium Trading Ltd and
Mayfair Philatelics Ltd. are dormant companies, their activities
having been transferred in to Shapero Rare Books Limited in
2020..
|
|
|
|
|
|
|
|
|
| |
11 Deferred Corporation
Tax
|
|
|
|
|
31 Mar
|
31 Mar
|
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
Group
|
Group
|
|
|
|
|
|
£000
|
£000
|
|
|
|
|
|
|
|
Balance at the beginning of the
year
|
|
|
|
|
-
|
-
|
Income statement
|
|
|
|
|
-
|
-
|
|
|
|
|
|
|
|
Balance at the end of the
year
|
|
|
|
|
-
|
-
|
|
|
|
|
|
|
|
Deferred tax has historically been
calculated in full on temporary differences under the liability
method using the tax rates expected for future periods of 25%. The
deferred tax had arisen in past periods due to the availability of
trading losses. The Group, on account of recent profits, has
£163,000 unutilised tax allowances available at expected tax rates
for use in future periods at the year-end date (2023:
£238,000).
12 Inventories
|
31 Mar
2024
Group
£000
|
31 Mar
2023
Group
£000
|
Finished
goods
|
10,569
|
9,812
|
Finished
goods expensed in the year
|
5,618
|
5,613
|
Note that the cost of sales incurred in the
year ended 31 March 2024 was £5.6million (2021: £5.6million) and
there were no impairment charges taken in either year. The value of
finished goods at 31 March 2024 include approximately £634k
attributable to art collections acquired as part of an equal
risk-sharing joint venture agreement with a fellow dealer financed
by non-bank loans detailed in Note 22.
13 Trade & other
receivables
|
31 Mar
|
31 Mar
|
31 Mar
|
31 Mar
|
2024
|
2023
|
2024
|
2023
|
Group
|
Group
|
Company
|
Company
|
£000
|
£000
|
£000
|
£000
|
Trade
debtors
|
2,389
|
1,713
|
-
|
-
|
Other
debtors
|
-
|
25
|
-
|
-
|
Amounts
due from Group undertaking
|
-
|
-
|
7,611
|
7,460
|
Prepayments and accrued income
|
371
|
320
|
12
|
99
|
|
2,760
|
2,058
|
7,623
|
7,559
|
The age profile of trade
debtors comprises:
|
|
|
|
|
|
£000
|
Current
|
|
|
|
|
|
988
|
One month past due
|
|
|
|
|
|
476
|
Two months past due
|
|
|
|
|
|
176
|
Over three months past
due
|
|
|
|
|
|
749
|
Provision for doubtful
debts
|
|
|
|
|
|
-
|
|
|
|
|
|
|
2,389
|
|
|
|
|
|
|
|
At 31 March 2024, trade receivables
of £nil (31 March 2023 £nil, 31 March 2022 £nil) were considered
past due and impaired. The other debtor balances are categorised as
loans and receivables. All amounts shown under trade and
receivables are due for payment within one year. Some receivables
will be settled against trade payables in due course.
Amounts due from Group undertakings
are unsecured, interest-free, have no fixed date of repayment and
are repayable on demand.
14 Loans and
Borrowings
|
31 Mar
|
31 Mar
|
31 Mar
|
31 Mar
|
2024
|
2023
|
2024
|
2023
|
Group
|
Group
|
Company
|
Company
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
At the
beginning of the year
|
187
|
235
|
187
|
235
|
Non-bank
loan taken out in year
|
634
|
-
|
-
|
-
|
Bank
loans (repaid) in the year
|
(49)
|
(48)
|
(49)
|
(48)
|
|
|
|
|
|
At the
end of the year
|
772
|
187
|
138
|
187
|
|
|
|
|
|
loan liabilities maturity
analysis
|
|
|
|
|
Due
within one year
|
523
|
47
|
47
|
47
|
Due after
more than one year
|
249
|
140
|
91
|
140
|
Total
loans and borrowings
|
772
|
187
|
138
|
187
|
|
|
|
|
|
|
|
|
|
|
On 7 February 2024 a US$800k (in
sterling, £681k) loan was drawn down from a non-bank lender that
was secured on certain specific art assets acquired as part of a
joint venture with a partnering art firm. The loan is repayable by
6 August 2025. As at 30th June 2024 the amount
outstanding was $565k
15 Share
Capital
|
|
|
|
|
31 Mar
|
31 Mar
|
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
Group and
Company
£000
|
Group and
Company
£000
|
Ordinary shares of £0.01 each
|
|
|
|
|
|
|
At the beginning of the
year
|
|
|
|
|
136
|
136
|
At the end of the year
|
|
|
|
|
136
|
136
|
|
|
|
|
|
|
|
Number of shares
|
|
|
|
|
31 Mar
|
31 Mar
|
|
|
|
|
|
2024
|
2023
|
|
|
|
|
Group and
Company
|
Group and
Company
|
Ordinary shares of £0.01
each
|
|
|
|
|
Number
|
Number
|
At the beginning of the
year
|
|
|
|
|
13,600,000
|
13,600,000
|
At the end of the year
|
|
|
|
|
13,600,000
|
13,600,000
|
|
|
|
|
|
|
|
All shares shown above are
authorised, issued and fully paid up. Ordinary shares carry the
right to one vote per share at general meetings of the Company and
the rights to share in any distribution of profits or returns of
capital and to share in any residual assets available for
distribution in the event of a winding up.
16 Right of use Asset lease
Liabilities
|
31 Mar
2024
Group
£000
|
31 Mar
2023
Group
£000
|
Land and
buildings and motor vehicle
|
760
|
903
|
Lease liability maturity
analysis
|
|
|
Due
within one year
|
188
|
227
|
Due after
more than one year
|
572
|
676
|
Total
right-of-use lease liabilities
|
760
|
903
|
See also note 14 for the
corresponding asset. All right-of-use liabilities were classified
as current in the previous period. The charge for the year for
depreciation of right of use assets was £317k (2023:
£198k).
17 Post balance sheet date
events
Property Leases
Following the year-end, the lease
for the Group's property at 105 and 106 New Bond Street, which were
due to come to an end in August 2024, was determined by the
landlord in line with an early break clause and terminated on 30
June 2024.
A new five year lease, for an
improved retail and office location, again in New Bond Street,
commenced on 26 April 2024 with a term date of 26 April 2029 and a
mutual break clause that could be determined in July
2027.
Employee Option Scheme
In June 2023 the Company granted
options under the Company's Enterprise Management Incentive Share
Option Scheme ("EMI Option Scheme") over a total of 1,000,000
ordinary shares of 1 penny in the Company ("Option Shares") to
certain employees of which 700,000 were granted to Directors as
detailed within the Remuneration report. The Option Shares have an
exercise price of 37.5p per share (being the closing mid-market
share price on 16 June 2023), vest over the three years from the
date of grant (ensuring the employees remain in continuous
employment within the Group) and once vested, are exercisable at
any time up to ten years after the date of grant.
There have been no other material
events directly affecting the Group since the end of the financial
year date.