Company registration number 00719194 (England and Wales)
SEABOURNE HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
PAGES FOR FILING WITH REGISTRAR
SEABOURNE HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
SEABOURNE HOLDINGS LIMITED
BALANCE SHEET
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
29,578
3,645
Investments
5
11,000,000
8,000,000
11,029,578
8,003,645
Current assets
Debtors falling due after more than one year
7
30,856
25,197
Debtors falling due within one year
7
181,014
438,466
Cash at bank and in hand
3,332,778
2,310,927
3,544,648
2,774,590
Creditors: amounts falling due within one year
8
(140,431)
(130,690)
Net current assets
3,404,217
2,643,900
Net assets
14,433,795
10,647,545
Capital and reserves
Called up share capital
9
1,500,000
1,500,000
Revaluation reserve
9,761,788
6,761,788
Profit and loss reserves
3,172,007
2,385,757
Total equity
14,433,795
10,647,545
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved by the board of directors and authorised for issue on 7 February 2024 and are signed on its behalf by:
N C Hudson
Director
Company registration number 00719194 (England and Wales)
SEABOURNE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2021
1,500,000
6,761,788
833,309
9,095,097
Year ended 30 June 2022:
Profit and total comprehensive income for the year
-
-
1,627,448
1,627,448
Dividends
-
-
(75,000)
(75,000)
Balance at 30 June 2022
1,500,000
6,761,788
2,385,757
10,647,545
Year ended 30 June 2023:
Profit for the year
-
-
2,484,315
2,484,315
Other comprehensive income:
Revaluation of investments
-
3,000,000
-
3,000,000
Total comprehensive income for the year
3,000,000
2,484,315
5,484,315
Dividends
-
-
(1,698,065)
(1,698,065)
Balance at 30 June 2023
1,500,000
9,761,788
3,172,007
14,433,795
SEABOURNE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -
1
Accounting policies
Company information
Seabourne Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Gardiner House, 6b Hemnall Street, Epping, Essex, CM16 4LW.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Seabourne Holdings Limited is a wholly owned subsidiary of CJ Bourne (Asset Management) Limited and the results of Seabourne Holdings Limited are included in the consolidated financial statements of that company which are available from its registered office.
1.2
Turnover
The turnover shown in the Profit and Loss Account represents management fees earned during the year, exclusive of Value Added Tax.
1.3
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computer equipment
10% to 20% on cost
Fixtures & fittings
10% to 25% on cost
Motor vehicles
25% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.4
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently revalued annually, with the surplus or deficit recognised in the statement of comprehensive income.
SEABOURNE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 4 -
Interests in subsidiaries, associates and jointly controlled entities are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Transaction costs are expensed to profit or loss as incurred. Changes in fair value are recognised in other comprehensive income except to the extent that a gain reverses a loss previously recognised in profit or loss, or a loss exceeds the accumulated gains recognised in equity; such gains and loss are recognised in profit or loss.
The model used to calculate the fair value of the investments is as follows: the net asset value of the investment plus a multiple of three times the average profits for the previous 3 years. This value is then reduced to the percentage by shareholding held. Finally a discount of 15% is applied to this value to give the final fair value of investment.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
SEABOURNE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 5 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
SEABOURNE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 6 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Investments
Investments are valued initially at cost and revalued annually at a fair value. Calculation of this fair value requires judgements to be made, which include forecast investment performance, competitive and economic environment and industry trends.
SEABOURNE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 7 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was 3 (2022 - 4).
2023
2022
Number
Number
Total
4
4
4
Tangible fixed assets
Computer equipment
Fixtures & fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 July 2022
2,545
2,930
43,973
49,448
Additions
42,650
42,650
Disposals
(43,973)
(43,973)
At 30 June 2023
2,545
2,930
42,650
48,125
Depreciation and impairment
At 1 July 2022
1,657
2,921
41,225
45,803
Depreciation charged in the year
314
5
16,398
16,717
Eliminated in respect of disposals
(43,973)
(43,973)
At 30 June 2023
1,971
2,926
13,650
18,547
Carrying amount
At 30 June 2023
574
4
29,000
29,578
At 30 June 2022
888
9
2,748
3,645
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
11,000,000
8,000,000
SEABOURNE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
5
Fixed asset investments
(Continued)
- 8 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 July 2022
8,000,000
Valuation changes
3,000,000
At 30 June 2023
11,000,000
Carrying amount
At 30 June 2023
11,000,000
At 30 June 2022
8,000,000
6
Subsidiaries
Details of the company's subsidiaries at 30 June 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Seabourne Mail Solutions Limited (formerly PLI (International) Limited)
England
Ordinary shares
-
85.50
Seabourne Express Courier (Pty) Ltd
South Africa
Ordinary shares
-
66.50
Seabourne Express Courier BV
Holland
Ordinary shares
-
93.10
Seabourne Express Courier SARL
France
Ordinary shares
-
85.50
Seabourne Forwarding Limited
England
Ordinary shares
-
95.00
Seabourne Group Limited
England
Ordinary shares
95.00
-
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
6,481
2,521
Other debtors
174,533
435,945
181,014
438,466
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset
30,856
25,197
Total debtors
211,870
463,663
SEABOURNE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 9 -
8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
728
5,802
Taxation and social security
10,666
27,459
Other creditors
129,037
97,429
140,431
130,690
9
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
500,000 Ordinary shares of £1 each
500,000
500,000
Preference share capital
Issued and fully paid
1,000,000 7.5% irredeemable preference shares of £1 each
1,000,000
1,000,000
Preference shares classified as equity
1,000,000
1,000,000
Total equity share capital
1,500,000
1,500,000
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Ahsan Miraj
Statutory Auditor:
Bright Grahame Murray
Date of audit report:
14 February 2024
SEABOURNE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
11
Pensions
The group operates a defined benefits pension scheme whose assets are held in independent trustee administered funds. Due to the way the scheme is run it is not possible for each subsidiary to identify its share of the underlying assets and liabilities and accordingly, no provision has been made in these accounts.
The most recent actuarial valuation of the scheme was carried out 30 June 2023 by a qualified actuary, independent of the scheme's sponsoring employer. This disclosed a surplus of £470,250 compared to a surplus at 30 June 2022 of £821,000. The Scheme was closed on 30 September 2007. Full provision and disclosure under FRS 102 has been made in the consolidated accounts of the ultimate 'holding' company, as it is not a requirement to prepare consolidated accounts at an intermediary level.
The pension cost charge for the year in respect of contributions to this Scheme amounted to £180K (2022: £100,148).
12
Financial commitments, guarantees and contingent liabilities
The company is part of a group composite accounting agreement, together with its trading subsidiaries, whereby they cross-guarantee any indebtedness to the bankers and grant right of set-off.
The amount owed to the group's bankers under the composite accounting agreement as at 30 June 2023 was £Nil (2022: £Nil).
13
Related party transactions
The company has taken advantage of the exemption not to disclose transactions with wholly owned group companies as it is a wholly owned subsidiary of CJ Bourne (Asset Management) Limited and its results are included in that company's consolidated financial statements.
During the year, management fees of £32,625 (2022: £95,725) were charged to the Seabourne Group Limited group of companies, which are subsidiary undertakings of the company.
At 30 June 2023, £nil was owed to the company by Seabourne Group Limited (2022: £nil).
14
Parent company
The ultimate parent undertaking is CJ Bourne (Asset Management) Limited, a company registered in England.
The ultimate controlling party is the Sir Clive Bourne Share Fund, in which Lady Bourne has an interest in possession.
The company's results are included in the accounts of CJ Bourne (Asset Management) Limited, which is both the largest and smallest group into which the entity is consolidated. Copies of these consolidated accounts can be obtained from Gardiner House, 6b Hemnall Street, Epping, Essex, CM16 4LW.
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