REGISTERED NUMBER: 14147422 (England and Wales) |
JB RETAIL MIDCO LTD. |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED |
31 JULY 2023 |
REGISTERED NUMBER: 14147422 (England and Wales) |
JB RETAIL MIDCO LTD. |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED |
31 JULY 2023 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JULY 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 4 |
Report of the Independent Auditors | 5 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
JB RETAIL MIDCO LTD. |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 JULY 2023 |
DIRECTOR: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
And Statutory Auditors |
Ground Floor Cardigan House |
Castle Court |
Swansea Enterprise Park |
Swansea |
SA7 9LA |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 JULY 2023 |
The director presents his strategic report of the company and the group for the year ended 31 July 2023. |
The principal activities of the group are the manufacture, distribution and sale of pet food throughout the UK, the Republic of Ireland and rest of world. The company also manufactures and distributes food for working dogs, including assistance dogs with the core value of the company being responsible pet ownership. |
The pet foods manufactured by Burns Pet Nutrition were developed by its founder when practicing as a veterinary surgeon. The ethos of the company is to supply a natural food for pet health management. The connection with the veterinary sector remains important to the company with practices either stocking or recommending Burns Pet Nutrition products. |
The ongoing, high inflationary environment across the UK economy has impacted the Group's profitability margins in the last couple of financial years, through increased raw material costs, energy costs and the Company trying to shield the end customer from these inflationary pressures. However, the Group has now addressed this by proactively reviewing its pricing structure, current cost base and management of its supply chain to ensure margins are restored to historical levels. |
REVIEW OF BUSINESS |
The group is reporting that the business has turnover of £25M. |
The group has made generous cash and asset donations of £181,302 to support the John Burns Foundation. The foundation was formed in 2016 to carry put a range of charitable activity on a local and national basis. It is committed to improving the lives of people and pets across the UK. |
FINANCIAL PERFORMANCE INDICATORS |
The group use a variety of performance measures in order to monitor and manage the business effectively. |
The performance of the company is shown below. |
2023 | 2022 | 2021 | 2020 | 2019 |
Gross Profit Margin | 30% | 34% | 40% | 42% | 43% |
Net Profit £'000 * | (665) | 125 | 2,550 | 2,751 | 2,921 |
Net Profit Margin * | - | 1% | 12% | 13% | 13% |
Average Number of Employees | 138 | 126 | 109 | 110 | 123 |
* The above net figures exclude exceptional items and donations made to The John Burns Foundation, details of these items are noted below. |
2023 | 2022 | 2021 | 2020 | 2019 |
Net Profit £'000 as stated above | (665) | 125 | 2,550 | 2,751 | 2,921 |
VAT assessment Provision/ reversal | - | - | - | - | 1,825 |
Impairment loss on property | (1,319) | - | - | (1,397 | ) | - |
Gain on revaluation of investment property | 197 | - | - | - | - |
Donations made to The John Burns Foundation | (181) | (194) | (193 | ) | (53 | ) | (954 | ) |
Connected company Loan balance written off | - | (468) | - | - | - |
Interest paid on Tax assessment / over provided | 41 | (110) | - | - | - |
Net profit £'000 | (1,927) | (647) | 2,357 | 1,301 | 3,792 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 JULY 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to competition from both national and independent retailers, and product availability. |
FINANCIAL RISK MANAGEMENT |
The group's operations expose it to a variety of financial risks that include the effects of changes in debt market prices, credit risk, liquidity risk and interest rate risk. The group seeks to limit the adverse effects on the financial performance of the group by monitoring levels of debt finance and the related finance costs. Given the size of the group, the director monitor financial risk management as part of its board agenda. The group's finance department implements the policies set by the board. |
Price Risk |
The group has no exposure to equity securities price risk as it holds no listed or other equity investments. The Board continually monitor the pricing of its competitors. The Burns range of products are a premium product which command a premium price as evidenced by strong sales performance. |
Credit Risk |
The group has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any counter-party is continually monitored, in line with the group's credit control procedures. |
Liquidity Risk |
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest in planned expansions. Short term flexibility is achieved by retained profits and hire purchase contracts. |
The group finances its investments in tangible fixed assets primarily through hire purchase contracts. The maturity of these obligations is set out in note 16 "Leasing agreements" in the notes to the financial statements. |
Interest Rate Risk |
The group finances its operations through a combination of retained profits and hire purchase agreements. The interest rate on the hire purchase agreements are fixed. |
The company manages its exposure to interest rate fluctuations on its hire purchase agreements by entering into fixed rate agreements. The group manages the liquidity risk by ensuring there are sufficient funds to meet the payments. |
Government Legislation |
The group operates under a variety of controls and regulations implemented by government bodies. Management ensures it has sufficient, robust procedures and controls in place to remain compliant with existing legislation and to enable it to react quickly to implement any changes. |
IMPACT OF COVID 19 |
The group has prepared these financial statements on a going concern basis after carefully considering the impact of Covid 19 on the business. The business reacted quickly to the crisis and was able to put in place changes to ensure the safety of staff and customers. The strong web presence and loyal customer base saw sales hold during lockdown. |
ON BEHALF OF THE BOARD: |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 JULY 2023 |
The director presents his report with the financial statements of the company and the group for the year ended 31 July 2023. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 July 2023. |
EVENTS SINCE THE END OF THE YEAR |
A group reorganisation took place post year end, where the share capital of JB Retail Midco Ltd was transferred to BRH Holdings Limited via a share for share exchange. |
Following the formation of this new group, a decision was made to demerge Burns Pet Nutrition Ltd from the group, with effect of the 2 November 2023. This was part of a strategic plan to transfer the manufacture and wholesale of pet food from the group to facilitate the sale of this arm of the group. |
Operationally the group from the 2 November 2023 now only relates to Burns Retail and Hospitality Limited, which runs a small chain of pet shops along with Parc Y Bocs coffee shop and holds various investment properties. |
DIRECTOR |
POLITICAL DONATIONS AND EXPENDITURE |
During the year the company made charitable donations of £227,204 (2022: £231,461), of which £181,302 (2022: £194,196) was in relation to The John Burns Foundation. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Bevan Buckland LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
JB RETAIL MIDCO LTD. |
Opinion |
We have audited the financial statements of Jb Retail Midco Ltd. (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 July 2023 and of the group's loss 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 group 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 director's 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 group's and the parent 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
JB RETAIL MIDCO LTD. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
JB RETAIL MIDCO LTD. |
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. We identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, and then, design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
We discussed our audit independence complying with the Revised Ethical Standard 2019 with the engagement team members whilst planning the audit and continually monitored our independence throughout the process. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- | enquiring of management, including obtaining and reviewing support documentation, concerning the company's policies and procedures relating to: |
- | identifying, evaluating, and complying with laws and regulations and whether they were aware of any instances of non-compliance; |
- | detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
- | internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; |
- | discussing among the engagement team how and where fraud might occur in the Financial Statements and any potential indicators of fraud. |
- | obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the group, The key laws and regulations we considered in this context included the UK Companies Act and relevant tax legislation. |
In addition to the above, our procedures to respond to risks identified included the following: |
- | reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations; |
- | enquiring of management concerning actual and potential litigation and claims; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- | reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; |
- | In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; |
- | assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and |
- | evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
JB RETAIL MIDCO LTD. |
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. |
for and on behalf of |
Chartered Accountants |
And Statutory Auditors |
Ground Floor Cardigan House |
Castle Court |
Swansea Enterprise Park |
Swansea |
SA7 9LA |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
CONSOLIDATED |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 JULY 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 25,060,609 | 22,720,190 |
Cost of sales | 17,500,611 | 14,894,197 |
GROSS PROFIT | 7,559,998 | 7,825,993 |
Administrative expenses | 8,488,683 | 7,925,584 |
(928,685 | ) | (99,591 | ) |
Other operating income | 61,284 | 19,536 |
OPERATING LOSS | 4 | (867,401 | ) | (80,055 | ) |
Impairment of properties | 5 | (1,318,664 | ) | - |
Connected company loan balance |
written off | 5 | - | (467,827 | ) |
(2,186,065 | ) | (547,882 | ) |
Interest receivable and similar income | 20,506 | 16,543 |
(2,165,559 | ) | (531,339 | ) |
Gain/loss on revaluation of investment property |
197,323 |
- |
(1,968,236 | ) | (531,339 | ) |
Interest payable and similar expenses | 6 | (41,390 | ) | 115,506 |
LOSS BEFORE TAXATION | (1,926,846 | ) | (646,845 | ) |
Tax on loss | 7 | 71,507 | 345,860 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Loss attributable to: |
Owners of the parent | (1,998,353 | ) | (992,705 | ) |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
CONSOLIDATED |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 JULY 2023 |
2023 | 2022 |
Notes | £ | £ |
LOSS FOR THE YEAR | (1,998,353 | ) | (992,705 | ) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(1,998,353 |
) |
(992,705 |
) |
Total comprehensive income attributable to: |
Owners of the parent | (1,998,353 | ) | (992,705 | ) |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
CONSOLIDATED BALANCE SHEET |
31 JULY 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 242,541 | 345,547 |
Tangible assets | 11 | 2,493,831 | 5,389,132 |
Investments | 12 |
Interest in associate | 3,333 | - |
Investment property | 13 | 1,995,562 | 803,854 |
4,735,267 | 6,538,533 |
CURRENT ASSETS |
Stocks | 14 | 1,695,083 | 2,421,732 |
Debtors | 15 | 2,422,830 | 2,759,603 |
Cash at bank and in hand | 2,343,325 | 2,610,726 |
6,461,238 | 7,792,061 |
CREDITORS |
Amounts falling due within one year | 16 | 2,874,569 | 3,857,790 |
NET CURRENT ASSETS | 3,586,669 | 3,934,271 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
8,321,936 |
10,472,804 |
CREDITORS |
Amounts falling due after more than one year | 17 | (12,473 | ) | (27,017 | ) |
PROVISIONS FOR LIABILITIES | 19 | (57,557 | ) | (195,528 | ) |
NET ASSETS | 8,251,906 | 10,250,259 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 50 | 50 |
Retained earnings | 21 | 8,251,856 | 10,250,209 |
SHAREHOLDERS' FUNDS | 8,251,906 | 10,250,259 |
The financial statements were approved by the director and authorised for issue on 1 March 2024 and were signed by: |
J Burns - Director |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
COMPANY BALANCE SHEET |
31 JULY 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
Investment property | 13 |
CREDITORS |
Amounts falling due within one year | 16 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 20 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | - | - |
The financial statements were approved by the director and authorised for issue on |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 JULY 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 August 2021 | 50 | 11,266,956 | 11,267,006 |
Changes in equity |
Dividends | - | (24,042 | ) | (24,042 | ) |
Total comprehensive income | - | (992,705 | ) | (992,705 | ) |
Balance at 31 July 2022 | 50 | 10,250,209 | 10,250,259 |
Changes in equity |
Total comprehensive income | - | (1,998,353 | ) | (1,998,353 | ) |
Balance at 31 July 2023 | 50 | 8,251,856 | 8,251,906 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 JULY 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Balance at 31 July 2022 |
Changes in equity |
Issue of share capital | - |
Balance at 31 July 2023 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 JULY 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 609,029 | (490,035 | ) |
Interest paid | 41,049 | (109,727 | ) |
Interest element of hire purchase payments paid |
341 |
(5,779 |
) |
Tax paid | (660,000 | ) | 9,727 |
Net cash from operating activities | (9,581 | ) | (595,814 | ) |
Cash flows from investing activities |
Purchase of intangible fixed assets | - | (87,439 | ) |
Purchase of tangible fixed assets | (330,107 | ) | (2,194,471 | ) |
Purchase of fixed asset investments | (3,333 | ) | - |
Purchase of investment property | (24,224 | ) | - |
Sale of tangible fixed assets | 284,945 | 72,562 |
Interest received | 20,506 | 16,543 |
Net cash from investing activities | (52,213 | ) | (2,192,805 | ) |
Cash flows from financing activities |
New HP | - | 86,315 |
Capital repayments in year | (30,283 | ) | (52,913 | ) |
Amount introduced by directors | 508,108 | 364,113 |
Amount withdrawn by directors | (492,758 | ) | - |
Loan to Connected Company | (85,899 | ) | 83,463 |
Loan to Associated Companies | (104,775 | ) | - |
Equity dividends paid | - | (24,042 | ) |
Net cash from financing activities | (205,607 | ) | 456,936 |
Decrease in cash and cash equivalents | (267,401 | ) | (2,331,683 | ) |
Cash and cash equivalents at beginning of year |
2 |
2,610,726 |
4,942,409 |
Cash and cash equivalents at end of year | 2 | 2,343,325 | 2,610,726 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 JULY 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Loss before taxation | (1,926,846 | ) | (646,845 | ) |
Depreciation charges | 507,032 | 529,917 |
Profit on disposal of fixed assets | (7,889 | ) | (41,306 | ) |
Loss on revaluation of fixed assets | 1,121,341 | - |
Connected Company Loan Written Off | - | 467,827 |
Finance costs | (41,390 | ) | 115,506 |
Finance income | (20,506 | ) | (16,543 | ) |
(368,258 | ) | 408,556 |
Decrease/(increase) in stocks | 726,649 | (1,211,860 | ) |
Decrease/(increase) in trade and other debtors | 712,549 | (838,354 | ) |
(Decrease)/increase in trade and other creditors | (461,911 | ) | 1,151,623 |
Cash generated from operations | 609,029 | (490,035 | ) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 July 2023 |
31.7.23 | 1.8.22 |
£ | £ |
Cash and cash equivalents | 2,343,325 | 2,610,726 |
Year ended 31 July 2022 |
31.7.22 | 1.8.21 |
£ | £ |
Cash and cash equivalents | 2,610,726 | 4,942,409 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.8.22 | Cash flow | At 31.7.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 2,610,726 | (267,401 | ) | 2,343,325 |
2,610,726 | (267,401 | ) | 2,343,325 |
Debt |
Finance leases | (58,388 | ) | 30,283 | (28,105 | ) |
(58,388 | ) | 30,283 | (28,105 | ) |
Total | 2,552,338 | (237,118 | ) | 2,315,220 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JULY 2023 |
1. | STATUTORY INFORMATION |
Jb Retail Midco Ltd. is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Presentational and Functional currency |
The presentational and functional currency is £ sterling. |
Preparation of consolidated financial statements |
The results of Burns Pet Nutrition (Scotland) Limited have not been consolidated as the directors considered the amounts involved as not material. The company has been dormant throughout the year ended 31 July 2023 and the prior financial year. |
Going Concern |
After reviewing the group's forecasts and projections, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements. |
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. |
Basis of consolidation |
The consolidated financial statements include the company and its subsidiaries undertakings and have been prepared using the merger method of accounting following the group reorganisation that was effected on the 31 July 2022. |
In accordance with merger accounting principles, these Group financial statements have a comparative period of 12 months to show a true comparison for the Group. |
The comparative periods of the individual financial statements within the group are listed below: |
- JB Retail Midco Ltd - 1st June 2022 to 31st July 2023 |
- Burns Pet Nutrition Ltd - 1st August 2022 to 31st July 2023 |
- Burns Retail and Hospitality Ltd - 10th June 2022 to 31st July 2023 |
This has resulted in the transactions between 1st June 2022 to 31st July 2022 being eliminated from the comparative results. We note that Burns Retail and Hospitality Ltd was not trading during this period and the only transactions in this company was intra-group transactions which are eliminated on consolidation. The only transaction in the parent company is the investment in the subsidiaries. |
The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting period end as the parent company and are based on consistent accounting policies. |
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
The director is 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 reviewed if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods. |
i) Useful economic lives of tangible assets |
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives of the assets. The useful economic lives are re-assessed and amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets. |
ii) Impairment of debtors |
The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of the debt and historical experience. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest. |
The Group recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the Group retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably; (d) it is probable that future economic benefits will flow to the entity; and (e) when the specific criteria relation to each of the Group's sales channels have been met. |
Goodwill |
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. |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Freehold property | - |
Short leasehold | - |
Plant and Machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when the cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Depreciation is charged so as to allocate the costs of assets less their residual value over their estimated useful lives, using the straight-line method. |
Under construction fixed assets |
Depreciation of an asset begins when an asset is available for use, therefore no depreciation is charged whilst an asset is within the under construction phase. Once an asset is completed and is ready to use, the asset is transferred to the appropriate fixed asset category, and the asset depreciated based on the deprecation policy. |
Impairment of fixed assets |
The Group performs impairment testing where there are any indicators of impairment. Impairment is calculated as the difference between the carrying value and the recoverable value of the asset. Recoverable value is the higher of net realisable value and estimated value in use at the date the impairment loss is recognised. Value in use represents the present value of expected future discounted cash flows. If incurred, impairment is recognised immediately in the income statement. |
Where an impairment loss subsequently reverses, the carrying value of the asset is increased to the revised estimate of the recoverable amount, but so that the increased carrying value does not exceed the carrying value that would have been determined if no impairment loss had been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately as a credit to the income statement. |
Leased assets |
At inception the Group assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement. |
(i) Finance leased assets |
Leases of assets that transfer substantially all the risks and regards incidental to ownership are classified as finance leases. |
Finance leases are capitlaised at commencement of the lease as assets at the fair value of the leased asset or, of lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined the Company's incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset. |
Assets are depreciated over the shorter of the lease term and estimated useful life of the asset. Assets are assessed for impairment at each reporting date. |
The capital element of the lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method to produce a constant rate of charge on the balance of the capital repayments outstanding. |
(ii) Operating leased assets |
Leases that do not benefit from all the risk and rewards of ownership are classified as operating leases. Payments under operating leases are charges to the statement of comprehensive income on a straight line basis over the period of the lease. |
Investments in associates |
Investments in associate undertakings are recognised at cost. |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
2. | ACCOUNTING POLICIES - continued |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
Stocks |
Stocks are stated at the lower of cost and net realisable value being the estimated selling price less costs to sell. Cost is based on the cost of purchase on a first in, first out basis. |
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete the sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income. |
Work in Progress |
Work in progress relates to ongoing construction work on a property, which is expected to be sold upon completion. Work in progress is reviewed and is held at the lower of cost or net realisable value. |
Financial instruments |
The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and the other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in no-puttable ordinary shares. |
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amoritsed cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an outright short-term loan not at marker rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amoritised cost. |
Financial assets that are measured at cost and amortised costs are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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. |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
2. | ACCOUNTING POLICIES - continued |
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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Cash and cash equivalents |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
Creditors |
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
3. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 3,803,003 | 3,738,428 |
Social security costs | 349,023 | 382,805 |
Other pension costs | 297,292 | 259,620 |
4,449,318 | 4,380,853 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Selling & Distribution | 83 | 37 |
Administration | 27 | 38 |
Manufacturing | 20 | 51 |
Property Maintenance | 8 | - |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
3. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2022 - NIL). |
2023 | 2022 |
£ | £ |
Director's remuneration | 55,667 | 97,333 |
4. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Hire of plant and machinery | 103,566 | 94,370 |
Other operating leases | 5,761 | - |
Depreciation - owned assets | 404,027 | 439,654 |
Profit on disposal of fixed assets | (7,889 | ) | (41,306 | ) |
Computer software amortisation | 103,006 | 90,256 |
Auditors' remuneration | 28,500 | 13,000 |
Auditors' remuneration for non audit work | 43,010 | 10,380 |
Foreign exchange differences | 18,309 | 2,298 |
5. | IMPAIRMENT OF FREEHOLD PROPERTY AND CONNECTED COMPANY LOAN BALANCE |
2023 | 2022 |
£ | £ |
Impairment of properties | (1,318,664 | ) | - |
Connected company loan balance |
written off | - | (467,827 | ) |
(1,318,664 | ) | (467,827 | ) |
During the year saw the completion of the purpose-built centre that incorporates a veterinary practice, a retail shop for the sale of Burns Pet foods and accessaries. Following the completion of the development a valuation was conducted on this centre, which showed an impairment of just under £1.1M. |
The group has performed an impairment review on the properties held by the group following the impairment of the above centre, the results of the impairment review is shown above. |
During the prior year, there was a formal waiver to write off a connected company balance amounting to £467,827. |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Tax interest | (41,049 | ) | 109,727 |
Hire purchase | (341 | ) | 5,779 |
(41,390 | ) | 115,506 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 25,146 | - |
Tax adjustment in respect of |
previous periods | 184,332 | 613,817 |
Total current tax | 209,478 | 613,817 |
Deferred tax | (137,971 | ) | (267,957 | ) |
Tax on loss | 71,507 | 345,860 |
UK corporation tax has been charged at 25 % (2022 - 19 %). |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Loss before tax | (1,926,846 | ) | (646,845 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 24.402 % (2022 - 19 %) |
(470,189 |
) |
(122,901 |
) |
Effects of: |
Expenses not deductible for tax purposes | 25,788 | 116,309 |
Adjustments to tax charge in respect of previous periods | 191,445 | 606,213 |
Rate Changes | (12,373 | ) | (62,485 | ) |
Exceptional items | (7,219 | ) | (155,664 | ) |
Superdeduction additional tax relief | - | (7,918 | ) |
Non Qualifying Assets | 382,868 | - |
Deferred Tax adjustment | 26,948 | - |
Revaluation investment property | (65,761 | ) | - |
Being reversal of loss on disposal | - | (27,694 | ) |
Total tax charge | 71,507 | 345,860 |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
2023 | 2022 |
£ | £ |
Ordinary shares of £1 each |
Interim | - | 24,042 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Computer |
Goodwill | software | Totals |
£ | £ | £ |
COST |
At 1 August 2022 |
and 31 July 2023 | 326,497 | 515,030 | 841,527 |
AMORTISATION |
At 1 August 2022 | 326,497 | 169,483 | 495,980 |
Amortisation for year | - | 103,006 | 103,006 |
At 31 July 2023 | 326,497 | 272,489 | 598,986 |
NET BOOK VALUE |
At 31 July 2023 | - | 242,541 | 242,541 |
At 31 July 2022 | - | 345,547 | 345,547 |
11. | TANGIBLE FIXED ASSETS |
Group |
Assets |
Freehold | Short | under |
property | leasehold | construction |
£ | £ | £ |
COST |
At 1 August 2022 | 2,908,409 | - | 2,161,299 |
Additions | - | - | 288,467 |
Disposals | (195,000 | ) | - | (62,796 | ) |
Impairments | (218,900 | ) | - | (1,099,764 | ) |
Reclassification/transfer | (506,434 | ) | 474,469 | (1,287,206 | ) |
At 31 July 2023 | 1,988,075 | 474,469 | - |
DEPRECIATION |
At 1 August 2022 | 390,335 | - | - |
Charge for year | 70,863 | 92,208 | - |
Eliminated on disposal | (4,063 | ) | - | - |
Reclassification/transfer | (113,214 | ) | 19,704 | - |
At 31 July 2023 | 343,921 | 111,912 | - |
NET BOOK VALUE |
At 31 July 2023 | 1,644,154 | 362,557 | - |
At 31 July 2022 | 2,518,074 | - | 2,161,299 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
11. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixtures |
Plant and | and | Motor |
Machinery | fittings | vehicles | Totals |
£ | £ | £ | £ |
COST |
At 1 August 2022 | 2,247,462 | 430,039 | 354,326 | 8,101,535 |
Additions | 21,989 | 15,649 | 4,002 | 330,107 |
Disposals | (8,656 | ) | (135,126 | ) | (10,481 | ) | (412,059 | ) |
Impairments | - | - | - | (1,318,664 | ) |
Reclassification/transfer | - | - | - | (1,319,171 | ) |
At 31 July 2023 | 2,260,795 | 310,562 | 347,847 | 5,381,748 |
DEPRECIATION |
At 1 August 2022 | 1,755,355 | 376,358 | 190,355 | 2,712,403 |
Charge for year | 182,728 | 17,415 | 40,813 | 404,027 |
Eliminated on disposal | (6,242 | ) | (122,078 | ) | (2,620 | ) | (135,003 | ) |
Reclassification/transfer | - | - | - | (93,510 | ) |
At 31 July 2023 | 1,931,841 | 271,695 | 228,548 | 2,887,917 |
NET BOOK VALUE |
At 31 July 2023 | 328,954 | 38,867 | 119,299 | 2,493,831 |
At 31 July 2022 | 492,107 | 53,681 | 163,971 | 5,389,132 |
12. | FIXED ASSET INVESTMENTS |
Group |
Interest |
in |
associate |
£ |
COST |
Additions | 3,333 |
At 31 July 2023 | 3,333 |
NET BOOK VALUE |
At 31 July 2023 | 3,333 |
Company |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 31 July 2023 |
NET BOOK VALUE |
At 31 July 2023 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
12. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Burns Retail and Hospitality Limited |
Registered office: United Kingdom |
Nature of business: Chain of pet shops & investment properties |
% |
Class of shares: | holding |
Ordinary | 100.00 |
2023 |
£ |
Aggregate capital and reserves | 4,718,456 |
Profit for the year | 4,718,455 |
Burns Pet Nutrition Ltd |
Registered office: United Kingdom |
Nature of business: Manufacture, distribution and sale of pet food |
% |
Class of shares: | holding |
Ordinary | 100.00 |
2023 |
£ |
Aggregate capital and reserves | 3,309,273 |
Loss for the year | (704,744 | ) |
13. | INVESTMENT PROPERTY |
Group |
Total |
£ |
FAIR VALUE |
At 1 August 2022 | 803,854 |
Additions | 24,224 |
Assets transferred to held for |
sale | (255,500 | ) |
Revaluations | 197,323 |
Reclassification/transfer | 1,225,661 |
At 31 July 2023 | 1,995,562 |
NET BOOK VALUE |
At 31 July 2023 | 1,995,562 |
At 31 July 2022 | 803,854 |
Fair value at 31 July 2023 is represented by: |
£ |
Valuation in 2023 | 141,401 |
Cost | 1,854,161 |
1,995,562 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
13. | INVESTMENT PROPERTY - continued |
Group |
The investment property were valued in July 2023 by external valuer Sean Thomas B.S.c (Hons) MRICS of Astleys Chartered Surveyors. |
The valuation was prepared on the basis of market value as defined in the Royal Institution of Chartered Surveyors Valuation. |
14. | STOCKS |
Group |
2023 | 2022 |
£ | £ |
Packaging | 1,010,637 | 1,462,659 |
Raw materials | 51,591 | 54,613 |
Work-in-progress | - | 484,363 |
Finished goods | 632,855 | 420,097 |
1,695,083 | 2,421,732 |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
2023 | 2022 |
£ | £ |
Trade debtors | 1,730,299 | 2,145,542 |
Amounts owed by associates | 113,185 | 7,855 |
Assets held for sale | 255,500 | 4,790 |
Other debtors | 3,498 | 254,167 |
Tax | 14,946 | - |
VAT | - | 94,422 |
Prepayments and accrued income | 305,402 | 251,726 |
Prepayments | - | 1,101 |
2,422,830 | 2,759,603 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Hire purchase contracts (see note 18) | 15,632 | 31,371 |
Trade creditors | 1,334,530 | 2,490,836 |
Amounts owed to associates | 48,361 | 133,704 | - | - |
Tax | - | 435,576 |
Social security and other taxes | 75,603 | 131,773 |
Pension | 21,509 | 22,451 | - | - |
VAT | 468,714 | - | - | - |
Other creditors | 3,949 | 441 |
Credit cards | 5,855 | 16,464 | - | - |
Directors' current accounts | 15,350 | - | 1 | - |
Accruals and deferred income | 885,066 | 595,174 |
2,874,569 | 3,857,790 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2023 | 2022 |
£ | £ |
Hire purchase contracts (see note 18) | 12,473 | 27,017 |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
2023 | 2022 |
£ | £ |
Net obligations repayable: |
Within one year | 15,632 | 31,371 |
Between one and five years | 12,473 | 27,017 |
28,105 | 58,388 |
Group |
Non-cancellable operating | leases |
2023 | 2022 |
£ | £ |
Within one year | 219,224 | 216,399 |
Between one and five years | 267,940 | 147,891 |
487,164 | 364,290 |
19. | PROVISIONS FOR LIABILITIES |
Group |
2023 | 2022 |
£ | £ |
Deferred tax |
Accelerated capital allowances | 187,813 | 203,860 |
Tax losses carried forward | (130,256 | ) | (8,332 | ) |
57,557 | 195,528 |
Group |
Deferred |
tax |
£ |
Balance at 1 August 2022 | 195,528 |
Credit to Income Statement during year | (137,971 | ) |
Balance at 31 July 2023 | 57,557 |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 50 | 50 |
21. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 August 2022 | 10,250,209 |
Deficit for the year | (1,998,353 | ) |
At 31 July 2023 | 8,251,856 |
Company |
Retained |
earnings |
£ |
Profit for the year |
At 31 July 2023 |
22. | PENSION COMMITMENTS |
The group operates a defined contribution pension scheme with assets held in a separately administered fund. The pension cost charge represent contributions payable by the group to the fund and amounted to £297,292 (2022: £259,620). |
23. | ULTIMATE PARENT COMPANY |
BRH Holdings Limited is regarded by the director as being the company's ultimate parent company. |
As of the 2 November 2023, 100% of the issued share capital of JB Retail Midco was transferred to BRH Holdings Limited via a share for share exchange. |
J Burns remains the ultimate controlling by virtue of his 100% share holding in the ultimate parent company. |
24. | OUTSOURCE MANUFACTURING |
The group outsources the manufacture of its pet food. Stock is manufactured on a bulk basis by the manufacturer and ordered by the group as and when required and then recognised as a purchase when risks and rewards have been transferred. This equates to the transfer of legal title which passes at the point of despatch. |
JB RETAIL MIDCO LTD. (REGISTERED NUMBER: 14147422) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JULY 2023 |
25. | DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the years ended 31 July 2023 and 31 July 2022: |
2023 | 2022 |
£ | £ |
J Burns |
Balance outstanding at start of year | - | 364,113 |
Amounts advanced | 526,280 | 111,993 |
Amounts repaid | (541,630 | ) | (476,106 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | (15,350 | ) | - |
26. | RELATED PARTY DISCLOSURES |
Other related parties under common control |
2023 | 2022 |
£ | £ |
Donations (including services provided) | 181,302 | 194,196 |
Rent | 80,000 | 120,000 |
Amount due from associated companies | 8,410 | 7,855 |
Amount due to associated companies | 48,361 | 133,704 |
Rental of property |
The property from which the group operates is owned by a family Trust. Rent is paid in regards to this property £80,000 was paid during the year (2022: £120,000). |
Loan Balance Written Off |
During the prior year there was an exceptional waiver of a loan due from a connected company. |
27. | POST BALANCE SHEET EVENTS |
A group reorganisation took place post year end, where the share capital of JB Retail Midco Ltd was transferred to BRH Holdings Limited via a share for share exchange. |
Following the formation of this new group, a decision was made to demerge Burns Pet Nutrition Ltd from the group, with effect of the 2 November 2023. This was part of a strategic plan to transfer the manufacture and wholesale of pet food from the group to facilitate the sale of this arm of the group. |
Operationally the group from the 2 November 2023 now only relates to Burns Retail and Hospitality Limited, which runs a small chain of pet shops along with Parc Y Bocs coffee shop and holds various investment properties. |