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Registration number: 06753143

Hamsard 3145 Limited

Annual Report and Consolidated Financial Statements

for the Period from 1 January 2023 to 30 December 2023

 

Hamsard 3145 Limited

Contents

Company Information

1

Strategic Report

2 to 4

Directors' Report

5 to 7

Statement of Directors' Responsibilities

8

Independent Auditor's Report

9 to 11

Consolidated Profit and Loss Account

12

Consolidated Balance Sheet

13

Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Financial Statements

18 to 33

 

Hamsard 3145 Limited

Company Information

Directors

G Brand

N Smith

P Spinks

H Jones

R Hunter

D Boynton

M Pritchard

Company secretary

N Smith

Registered office

First Floor West 25 Western Avenue
Milton Park
Abingdon
Oxfordshire
OX14 4SH

Solicitors

Squire Patton Boggs (UK) LLP
7 Devonshire Square
Cutlers Garden
London
EC2M 4YH

Bankers

Lloyds Banking Group plc
Barnwood 1
Barnett Way
Gloucester
GL4 3RL

Barclays Bank PLC
1 Churchill Place
London
E14 5HP

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Hamsard 3145 Limited

Strategic Report for the period from 1 January 2023 to 30 December 2023

The directors present their strategic report for the period from 1 January 2023 to 30 December 2023.

Principal activity

The principal activity of the group is to source and sell the highest quality tea, coffee and hot chocolate from around the world together with everything that enriches the experience of consuming them. We aim to leverage over 135 years of British heritage to build a brand through developing enduring relationships with our customers. Our products are affordable luxuries that are perfect as self-treats or as gifts.

Routes to market include directly operated UK stores, a global ecommerce platform, international franchise stores and worldwide wholesale.

Fair review of the business and future developments

The results for the period and financial position of the company are as shown in the annexed financial statements.

Financial highlights:

-

Revenue of £45.7m, +8% year on year and verses pre pandemic levels.

-

Gross margin up 1.7ppt year on year, despite heavy inflationary pressure within the supply chain.

-

Administration expenses down to 58% of sales, +3ppt year on year.

-

Operating profit of £2.1m, up £2.2m year on year, driven by both improved sales and margin.

-

Total assets less current liabilities up 232% year on year.

It is pleasing to see the brand continue a growth trajectory, from both a sales and operating profit perspective, driven by:

• Our UK B2C revenue increased by over 15% year on year with growth driven by increased footfall to the high street. Most notable drivers were because of domestic customers returning to pre pandemic shopping behaviours and the return of tourism, with significant uplifts seen from Asian and US customers.

• Overseas, we continue to focus on growth in Asia, Middle East, and the US. Highlights in the year included, South Korea in market sales growth of 89%, winning our first airline contract with Saudi Airlines, and launching new strategic wholesale partnerships in the US. Our main challenge internationally came from continued disruptions to services into the EU, with rule changes and red tape affecting the supply of our products to customers in the region.

• Our active customer database continued to grow in the period and remains a key focus for us, as we continue to see growing appeal from customers at both home and abroad. To help drive this moving forward we invested in the upgrade of our EPOS software, launched a new customer data and marketing platform, and conducted our first test and learn TV campaign.

• Finally, we are proud of our passionate colleagues, and they are the most critical component to our continued success. Representing the brand, day in and day out, with their energy and enthusiasm is always fantastic to be part of.

As at the end of H1 2024, the growth momentum has continued as we continue to leverage the power of the brand at both home and abroad.

During the period, the group employed an average of 447 employees in its operations and administration.

The group is committed to upholding environmentally responsible practices as the directors are aware of the environmental impact of the business. The group has implemented and maintains several measures and initiatives as part of a cross-business environmental policy to reduce its impact on the environment. Those relating to carbon emissions can be seen in the directors report. Others include:
 

-

Continued with our goal to remove single use plastics in our product packaging by 2024

-

Maintained our membership of the Ethical Tea Partnership to ensure our tea gardens work to strict sustainable, ethical and socially responsible standards.

 

Hamsard 3145 Limited

Strategic Report for the period from 1 January 2023 to 30 December 2023

Section 172(1) statement

The directors of the group must act in accordance with the duties detailed in section 172 of the Companies Act 2006 which is summarised as follows:

A director of a group must act in the way he considers, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

(a) The likely consequences of any decision in the long-term
The directors have acted in a way which they consider, in good faith, would be most likely to promote the success of the group. The group is headed by an effective board who bring a wide range of commercial and financial experience which is responsible for the long-term success of the group. The business plan was designed to have a long-term beneficial impact on the group and to contribute to its success in delivering new and better-quality products for our customers in 2023 and beyond. We will continue to operate our business within tight budgetary controls but seeking to increase the group’s rate of growth and market share.

(b) The interests of the group's employees
We value our employees and continue to seek to recruit, retain and develop our talent. Our employees actively pursue opportunities for personal development and career progression with the support from management; a culture of inclusion and diversity; compensation and benefits and the ability to make a difference. We undertake various surveys and operate forums to foster participation in group events, invite opinions, questions and ideas to ensure our policies remain fit for purpose.

(c) The need to foster the group's business relationships with suppliers, customers and others
We aim to act responsibly and fairly in how we engage with our suppliers, customers and our investors all of whom are integral to the success of our business. We work with our suppliers closely in order to facilitate positive business relationships. We provide detailed management information to our Board and investors on a monthly basis.

(d) The impact of the group's operations on the community and environment
Our plan takes into account the impact of the group’s operations on the community and environment and our wider societal responsibilities. The business continues to make positive changes towards the company’s impact on the community and the environment, such as the increase in recyclable/biodegradable packaging in our products and our membership of the Ethical Tea Partnership.

(e) The desirability of the group maintaining a reputation for high standards of business conduct
As the Board of Directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The board has a low risk appetite for reputational risk and therefore the reputational risk of decisions is always considered before being included in the group’s plans.

(f) The need to act fairly between members of the group
As the Board of Directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they may benefit from the successful delivery of our plan. Our ultimate shareholder, EPE Special Opportunities Limited, is in regular contact with the directors. Performance updates are provided through established mechanisms.

Other major stakeholder groups include the group’s insurers, bankers, advisors, auditors, regulators and HMRC. With all these stakeholder groups, the directors maintain regular and open dialogue to ensure that all parties are kept informed. The directors believe this is essential to building strong working relationships.

 

Hamsard 3145 Limited

Strategic Report for the period from 1 January 2023 to 30 December 2023

Principal risks and uncertainties

The execution of the group’s strategy is subject to a number of risks, which are more closely related to the activities of its trading subsidiary, Whittard Trading Limited. The process of identifying and managing risk is overseen by the directors and management.

The key business risks and uncertainties affecting the group, and how these risks are mitigated are summarised as:

Working Capital
The nature of the group's trading subsidiary's business, being that of a retailer, is such that the timing of cash flows is heavily weighted towards certain months of a year. The working capital demand is managed through the use of facilities provided to the group.

Raw material prices and supply
The group is exposed to increases in raw material prices and the continuous supply as required. This is managed by maintaining high levels of engagement with our suppliers. This enables the business to develop strong working relationships with suppliers so that raw material price volatility and supply disruption risks can be managed proactively.

Foreign exchange
The group acquires significant proportion of goods in both Euros and US Dollars. The group in part mitigates this risk by matching receipts and payments in currency and through short and medium-term cash flow planning.

Approved by the Board on 8 August 2024 and signed on its behalf by:


N Smith
Director

 

Hamsard 3145 Limited

Directors' Report for the Period from 1 January 2023 to 30 December 2023

The directors present their report and the for the period from 1 January 2023 to 30 December 2023.

Directors of the company

The directors who held office during the period were as follows:

G Brand

N Smith

P Spinks

H Jones

J Osborne (resigned 30 June 2024)

R Hunter (appointed 1 July 2023)

R Fulford (resigned 1 July 2023)

The following directors were appointed after the period end:

D Boynton (appointed 1 January 2024)

M Pritchard (appointed 31 May 2024)

Future developments

The directors forecast growth in 2024 having implemented new strategic initiatives to drive growth, with the aim of continuing to improve their brand proposition to its current customers whilst also attracting new customers.

Information included in the Strategic Report

Information on the engagement with employees and engagement with suppliers, customers and others in included in the strategic report in the section 172(1) statement. The group's business environment and risks, together with details of monitoring undertaken by the directors, are dealt with elsewhere in the Strategic Report.

Financial instruments

Objectives and policies
The group's financial instruments, other than derivatives, comprise cash and liquid resources, and various other items such as trade debtors, trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group.

The main risks arising from the group's financial instruments are set out below:

Price risk, credit risk, liquidity risk and cash flow risk
Credit risk
The group is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures and staged payments.

Liquidity risk
The group is funded through its working capital and by shareholder and connected party loans. The group aims to mitigate liquidity risk by managing cash generation by its operations and monitoring the group's trading results to ensure that it can meet future obligations as they fall due.

Cash Flow
The nature of the group's trading subsidiary's business, being that of a retailer, is such that the timing of cash flows is heavily weighted towards certain months of the year. The working capital demand is managed through the use of facilities provided to the group.

 

Hamsard 3145 Limited

Directors' Report for the Period from 1 January 2023 to 30 December 2023

Energy and emissions report

The table below summarises the group's carbon emissions as required by the environmental reporting guidelines.

2023

2022

Energy consumption used to calculate emissions

Electricity

tonnes CO2e

212

237

Fuel

tonnes CO2e

7

7

Total greenhouse gas emissions

tonnes CO2e

219

244

Greenhouse gas emissions per million of revenue

tonnes CO2e

4.80

5.77

Under the Streamlined Energy and Carbon Reporting regulations the company may report annually on greenhouse gas emissions from Scope 1 and Scope 2 Electricity, Gas and Transport.

The data is provided as tonnes of carbon dioxide equivalent (tCO2e) and has been compiled in line with the March 2019 BEIS “Environmental Reporting Guidelines”. All measured emissions from group activities are included. The carbon figures have been calculated using the BEIS carbon conversion factors for all fuels. We do not consider refrigerant losses on our air conditioning units to be material and as such these are not reported in our emissions data.

We have reported on the emissions sources required under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 apart from the exclusions noted. The reported sources fall within our Consolidated Financial Statements and are for emissions over which we have financial control. We do not have responsibility for any emissions sources that are not included in our consolidated statements.

The group considers the environmental impact of its operations and has taken the following actions in the current year;

-

Continued with our goal to remove single use plastics in our product packaging by 2024

-

Maintained our membership of the Ethical Tea Partnership to ensure our tea gardens work to strict sustainable, ethical and socially responsible standards.

Going concern

The directors have prepared projected cash flow information for the period to 31 December 2025. The projections indicate that the company will further improve profit in 2024, both in terms of absolute value and operating margin percentage. On the assumption that trading meets expectations and that the company’s ultimate parent company, EPE Special Opportunities Limited, continues to provide financial support, which they have indicated an intention to do, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Employment of disabled persons

The group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP were appointed auditors to the group and, in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a general meeting.

 

Hamsard 3145 Limited

Directors' Report for the Period from 1 January 2023 to 30 December 2023

Approved by the Board on 8 August 2024 and signed on its behalf by:

.........................................
N Smith
Director

 

Hamsard 3145 Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Hamsard 3145 Limited

Independent Auditor's Report to the Members of Hamsard 3145 Limited

Opinion

We have audited the financial statements of Hamsard 3145 Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 1 January 2023 to 30 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 December 2023 and of the group's profit for the period 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 auditor 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and company and the environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

 

Hamsard 3145 Limited

Independent Auditor's Report to the Members of Hamsard 3145 Limited

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 directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 an auditor’s report 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.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the group’s and company's industry and their control environment and reviewed the group’s and company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group and company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s and company's ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

 

Hamsard 3145 Limited

Independent Auditor's Report to the Members of Hamsard 3145 Limited

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s 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 an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.





Paul Fussell (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

9 August 2024

 

Hamsard 3145 Limited

Consolidated Profit and Loss Account for the Period from 1 January 2023 to 30 December 2023

Note

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Turnover

3

45,662,454

42,393,612

Cost of sales

 

(16,886,085)

(16,398,869)

Gross profit

 

28,776,369

25,994,743

Administrative expenses

 

(26,652,042)

(26,035,955)

Operating profit/(loss)

4

2,124,327

(41,212)

Interest waiver - exceptional item

5

-

2,421,918

Other interest receivable and similar income

180

204

Interest payable and similar charges

6

(1,220,516)

(1,404,971)

Profit before tax

 

903,991

975,939

Profit for the financial period

 

903,991

975,939

Profit attributable to:

 

Owners of the company

 

903,991

975,939

The above results were derived from continuing operations.

The group has no other comprehensive income for the period.

 

Hamsard 3145 Limited

(Registration number: 06753143)
Consolidated Balance Sheet as at 30 December 2023

Note

30 December 2023
 £

31 December 2022
 £

Fixed assets

 

Intangible assets

11

3,208

104,399

Tangible assets

12

645,213

880,847

 

648,421

985,246

Current assets

 

Stocks

14

3,524,821

4,425,049

Debtors

15

3,597,548

5,012,976

Cash at bank and in hand

 

5,441,119

2,511,561

 

12,563,488

11,949,586

Creditors: Amounts falling due within one year

17

(12,081,279)

(12,594,096)

Net current assets/(liabilities)

 

482,209

(644,510)

Total assets less current liabilities

 

1,130,630

340,736

Creditors: Amounts falling due after more than one year

17

(11,500,000)

(11,500,000)

Provisions for liabilities

19

(166,734)

(280,831)

Net liabilities

 

(10,536,104)

(11,440,095)

Capital and reserves

 

Called up share capital

21, 22

1,071

1,071

Share premium reserve

22

5,674

5,674

Profit and loss account

22

(10,542,849)

(11,446,840)

Equity attributable to owners of the company

 

(10,536,104)

(11,440,095)

Total equity

 

(10,536,104)

(11,440,095)

Approved and authorised by the Board on 8 August 2024 and signed on its behalf by:
 

N Smith
Director

 

Hamsard 3145 Limited

(Registration number: 06753143)
Balance Sheet as at 30 December 2023

Note

30 December 2023
 £

31 December 2022
 £

Fixed assets

 

Intangible assets

11

50,000

50,000

Investments

13

1

1

 

50,001

50,001

Current assets

 

Debtors

15

4,278,265

2,205,783

Creditors: Amounts falling due within one year

17

(3,318,443)

(2,149,952)

Net current assets

 

959,822

55,831

Total assets less current liabilities

 

1,009,823

105,832

Creditors: Amounts falling due after more than one year

17

(11,500,000)

(11,500,000)

Net liabilities

 

(10,490,177)

(11,394,168)

Capital and reserves

 

Called up share capital

21, 22

1,071

1,071

Share premium reserve

22

5,674

5,674

Profit and loss account

22

(10,496,922)

(11,400,913)

Total equity

 

(10,490,177)

(11,394,168)

The company made a profit after tax for the financial period of £903,991 (2022 - profit of £975,939).

Approved and authorised by the Board on 8 August 2024 and signed on its behalf by:
 

N Smith
Director

 

Hamsard 3145 Limited

Consolidated Statement of Changes in Equity for the Period from 1 January 2023 to 30 December 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2023

1,071

5,674

(11,446,840)

(11,440,095)

Profit for the period

-

-

903,991

903,991

At 30 December 2023

1,071

5,674

(10,542,849)

(10,536,104)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 26 December 2021

1,071

5,674

(12,422,779)

(12,416,034)

Profit for the period

-

-

975,939

975,939

At 31 December 2022

1,071

5,674

(11,446,840)

(11,440,095)

 

Hamsard 3145 Limited

Statement of Changes in Equity for the Period from 1 January 2023 to 30 December 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2023

1,071

5,674

(11,400,913)

(11,394,168)

Profit for the period

-

-

903,991

903,991

At 30 December 2023

1,071

5,674

(10,496,922)

(10,490,177)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 26 December 2021

1,071

5,674

(12,376,852)

(12,370,107)

Profit for the period

-

-

975,939

975,939

At 31 December 2022

1,071

5,674

(11,400,913)

(11,394,168)

 

Hamsard 3145 Limited

Consolidated Statement of Cash Flows for the Period from 1 January 2023 to 30 December 2023

Note

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Cash flows from operating activities

Profit for the period

 

903,991

975,939

Adjustments to cash flows from non-cash items

 

Depreciation

4

443,580

632,363

Amortisation

4

101,191

152,592

Finance income

(180)

(204)

Finance costs

6

1,220,516

1,404,971

Interest waiver

5

-

(2,421,918)

 

2,669,098

743,743

Working capital adjustments

 

Decrease in stocks

 

900,228

246,771

Decrease in trade debtors

 

1,415,428

667,031

Decrease in trade creditors

 

(1,209,224)

(3,106,216)

(Decrease)/increase in provisions

 

(114,097)

26,045

Net cash flow from operating activities

 

3,661,433

(1,422,626)

Cash flows from investing activities

 

Interest received

180

204

Acquisitions of tangible assets

 

(207,946)

(521,935)

Net cash flows from investing activities

 

(207,766)

(521,731)

Cash flows from financing activities

 

Interest paid

 

(34,489)

(83,601)

Proceeds from other borrowing draw downs

 

-

1,100,000

Repayment of other borrowing

 

-

(1,100,000)

Net cash flows from financing activities

 

(34,489)

(83,601)

Net increase/(decrease) in cash and cash equivalents

 

3,419,178

(2,027,958)

Cash and cash equivalents at 1 January 2023

16

1,679,267

3,707,225

Cash and cash equivalents at 30 December 2023

16

5,098,445

1,679,267

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
First Floor West 25 Western Avenue
Milton Park
Abingdon
Oxfordshire
OX14 4SH

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is UK £, being the functional currency of the primary economic environment in which the group operates. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared for the period 1 January 2023 to 30 December 2023 to align with the group's retail calendar. The current and prior periods are not directly comparable.

Summary of disclosure exemptions

Hamsard 3145 Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of disclosure exemptions available to it in its separate financial statements. Exemptions have been taken in the company's financial statements in relation to financial instruments and presentation of a statement of cash flows.

Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 December 2023.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The directors have prepared projected cash flow information for the period to 31 December 2025. The projections indicate that the company will further improve profit in 2024, both in terms of absolute value and operating margin percentage. On the assumption that trading meets expectations and that the company’s ultimate parent company, EPE Special Opportunities Limited, continues to provide financial support, which they have indicated an intention to do, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

Management have assessed stock lines and have estimated the value of stock that requires provision in order to reflect the true value of stock within the financial statements. The carrying amount is £68,139 (2022 - £320,040).

Management have estimated the provision for dilapidations on a lease by lease basis, which is based on the directors best estimate of the likely committed cash flow. The carrying amount is £166,734 (2022 - £280,831).

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the Group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Furniture, fittings and equipment

1 - 5 years on cost

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Separately acquired trademarks and licences are shown at historical cost.

Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Website development costs

3 - 5 years

Goodwill

5 years

Trademarks, patents and licenses

Indefinite useful life

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value and integral cash management facilities.

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

Leases

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Financial incentives

Lease incentives are written off against the group's rent charge over the term of the lease in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
 

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

3

Turnover

The analysis of the group's turnover for the period from continuing operations is as follows:

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Sale of goods

45,662,454

42,393,612

The analysis of the group's turnover for the period by market is as follows:

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

UK

39,495,298

34,973,184

Europe

1,533,711

2,068,358

Rest of world

4,633,445

5,352,070

45,662,454

42,393,612

 

4

Operating profit/( loss)

Arrived at after charging

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Depreciation expense

443,580

632,363

Amortisation expense

101,191

152,592

Operating lease expense - property

4,215,809

3,856,353

Operating lease expense - other

23,885

2,596

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

5

Interest waiver

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Waiver of interest on other borrowings

-

2,421,918

 

6

Interest payable and similar expenses

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Interest on loans from parent company

1,186,027

1,401,836

Other finance costs

34,489

3,135

1,220,516

1,404,971

 

7

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Wages and salaries

8,528,763

7,533,394

Social security costs

635,546

600,756

Pension costs, defined contribution scheme

134,476

115,921

9,298,785

8,250,071

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

1 January 2023 to 30 December 2023
No.

26 December 2021 to 31 December 2022
 No.

Administration and support

66

68

Sales

381

348

447

416

Company
The company had no employees and incurred no staff costs.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

8

Directors' remuneration

The directors' remuneration for the period was as follows:

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Remuneration

324,096

380,832

Contributions paid to money purchase schemes

9,229

10,851

333,325

391,683

During the period the number of directors who were receiving benefits was as follows:

1 January 2023 to 30 December 2023
 No.

26 December 2021 to 31 December 2022
 No.

Accruing benefits under money purchase pension scheme

2

3

Certain directors are not remunerated by the company. A monitoring fee of £200,004 (2022 - £231,255) is charged to the company, part of which reflects the qualifying services of those directors to the group.

In respect of the highest paid director:

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Remuneration

215,976

202,096

Company contributions to money purchase pension schemes

6,287

5,764

 

9

Auditors' remuneration

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Audit of financial statements

37,000

36,000

Other fees to auditors

Taxation compliance services

11,000

10,000


 

Included within auditor's remuneration of the statutory accounts is £2,500 (2022- £2,500) relating to the audit of the company's financial statements.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

10

Taxation

Tax charged in the profit and loss account

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Current taxation

UK corporation tax

-

-

-

-

The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 23.44% (2022 - 19%).

The differences are reconciled below:

1 January 2023 to 30 December 2023
 £

26 December 2021 to 31 December 2022
 £

Profit before tax

903,991

975,939

Corporation tax at standard rate

211,880

185,428

Effect of revenues exempt from taxation

-

(735,297)

Effect of expense not deductible in determining taxable profit (tax loss)

22,658

750,278

Deferred tax expense relating to changes in tax rates or laws

16,684

64,194

Deferred tax credit from unrecognised tax loss or credit

(267,102)

(267,473)

Depreciation on assets not qualifying for capital allowances

15,879

2,871

Other permanent differences

1

(1)

Total tax charge/(credit)

-

-

A deferred tax asset has not been recognised as the recoverability of the asset is not certain. The tax losses of £6,522,790 (2022 - £7,598,788) give rise to the unrecognised deferred tax asset of £1,630,697 (2022 - £1,899,697), which has been measured using the enacted tax rates of 25%.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

11

Intangible assets

Group

Goodwill
 £

Website development costs
 £

Total
£

Cost

At 1 January 2023

3,826,853

791,203

4,618,056

At 30 December 2023

3,826,853

791,203

4,618,056

Amortisation

At 1 January 2023

3,826,853

686,804

4,513,657

Amortisation charge

-

101,191

101,191

At 30 December 2023

3,826,853

787,995

4,614,848

Carrying amount

At 30 December 2023

-

3,208

3,208

At 31 December 2022

-

104,399

104,399

Company

Trademarks, patents and licenses
 £

Cost and carrying amount

At 30 December 2023

50,000

At 31 December 2022

50,000

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

12

Tangible assets

Group

Furniture, fittings and equipment
£

Cost

At 1 January 2023

3,806,522

Additions

207,946

At 30 December 2023

4,014,468

Depreciation

At 1 January 2023

2,925,675

Charge for the period

443,580

At 30 December 2023

3,369,255

Carrying amount

At 30 December 2023

645,213

At 31 December 2022

880,847

 

13

Investments held as fixed assets

Company

30 December 2023
 £

31 December 2022
 £

Investments in subsidiaries

1

1

Subsidiaries

£

Cost and carrying amount

At 31 December 2022 and 30 December 2023

1

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Whittard Trading Limited

First Floor West 25 Western Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4SH.

100%

100%

 

     

Wei Tingde (Shanghai) Food Trading Co., Ltd

China

100%

0%

 

     
 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

14

Stocks

 

Group

Company

30 December 2023
 £

31 December 2022
 £

25 December
2023
£

31 December 2022
 £

Stocks

3,524,821

4,425,049

-

-

 

15

Debtors

 

Group

Company

30 December 2023
 £

31 December 2022
 £

30 December 2023
 £

31 December 2022
 £

Trade debtors

1,423,954

2,523,537

-

-

Other debtors

541,376

522,876

-

-

Prepayments

1,632,218

1,966,563

-

-

Amounts owed by group undertakings

-

-

4,278,265

2,205,783

 

3,597,548

5,012,976

4,278,265

2,205,783

Less non-current portion

-

-

(4,278,265)

(2,205,783)

Total current trade and other debtors

3,597,548

5,012,976

-

-

 

16

Cash and cash equivalents

 

Group

Company

30 December 2023
 £

31 December 2022
 £

30 December 2023
 £

31 December 2022
 £

Cash on hand

18,320

20,295

-

-

Cash at bank

5,422,799

2,491,266

-

-

5,441,119

2,511,561

-

-

Invoice discounting facility (note 18)

(342,674)

(832,294)

-

-

Cash and cash equivalents

5,098,445

1,679,267

-

-

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

17

Creditors

   

Group

Company

Note

30 December 2023
 £

31 December 2022
 £

30 December 2023
 £

31 December 2022
 £

Due within one year

 

Loans and borrowings

18

3,028,701

2,332,294

2,686,027

1,500,000

Trade creditors

 

5,766,988

6,264,059

-

-

Amounts due to group undertakings

 

34,671

118,145

632,416

649,952

Social security and other taxes

 

144,751

314,676

-

-

Other creditors

 

248,857

352,556

-

-

Accrued expenses

 

2,857,311

3,212,366

-

-

 

12,081,279

12,594,096

3,318,443

2,149,952

Due after one year

 

Loans and borrowings

18

11,500,000

11,500,000

11,500,000

11,500,000

 

18

Loans and borrowings

 

Group

Company

30 December 2023
 £

31 December 2022
 £

30 December 2023
 £

31 December 2022
 £

Current loans and borrowings

Other borrowings

3,028,701

2,332,294

2,686,027

1,500,000


 

 

Group

Company

30 December 2023
 £

31 December 2022
 £

30 December 2023
 £

31 December 2022
 £

Non-current loans and borrowings

Other borrowings

11,500,000

11,500,000

11,500,000

11,500,000


Other borrowings
The amount secured at 30 December 2023 was £14,186,027 (2022- £13,000,000) of which interest of £1,186,027 (2022- £nil) is due within one year. Interest rates range between 0% and 10% per annum. Included in current borrowings are loan notes of £2,686,027 (2022 - £1,500,000) which are repayable on demand.

£11,500,000 of loan notes were listed on The International Stock Exchange in August 2019 which were delisted on 6 January 2023. The loan notes shall be repaid on the earlier of: 1) 31 January 2025 (interim repayment date, which can be extended), 2) 31 October 2029 (final repayment date), or 3) the date on which an exit event occurs.

Other current borrowings include £342,674 (2022 - £832,294) in relation to an invoice finance facility. The balance is secured over certain trade debtor balances.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

19

Provisions for liabilities

Group

Dilapidations provisions
£

At 1 January 2023

280,831

Decrease in existing provisions

(114,097)

At 30 December 2023

166,734

A provision for dilapidations is calculated based on average store closure costs in the current and previous two years.

 

20

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £134,476 (2022 - £115,921).

 

21

Share capital

Allotted, called up and fully paid shares

 

30 December 2023

31 December 2022

 

No.

£

No.

£

Ordinary shares of £0.10000 each

10,000

1,000.0000

10,000

1,000.0000

"A" Ordinary shares of £0.00001 each

10

0.0001

10

0.0001

"B" Ordinary shares of £0.10000 each

714

71.4000

714

71.4000

 

10,724

1,071

10,724

1,071


Rights, preferences and restrictions
The "A" ordinary shares of £0.0001 each have no voting rights and are entitled to dividends pari passu if a dividend is declared in excess of £2,000,000 on the ordinary shares.

The "B" ordinary shares of £0.10 each have no voting rights and no rights to a dividend.

 

22

Reserves

Group and company

Called up share capital
This represents the nominal value of the issued share capital.

Share premium
This reserve contains the premium arising on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium.

Retained earnings
This represents the cumulative profit or losses, net of dividends and other adjustments.
 

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

23

Obligations under leases

Group

Operating leases

The total of future minimum lease payments is as follows:

30 December 2023
 £

31 December 2022
 £

Not later than one year

2,827,630

3,096,143

Later than one year and not later than five years

6,329,298

7,755,661

Later than five years

851,005

1,671,226

10,007,933

12,523,030

The amount of non-cancellable operating lease payments recognised as an expense during the period was £4,239,694 (2022 - £3,858,949).

 

24

Related party transactions

The company has taken advantage of the exemption afforded by FRS 102, Section 33, not to disclose related party transactions with other group companies which meet the criteria that all subsidiary undertakings which are party to the transactions are wholly owned by the ultimate controlling party, accordingly, no related party transactions require disclosure. Amounts due to and from wholly related parties are disclosed within notes 15 and 17 to these financial statements.

ESO Investments 1 Limited is a wholly owned subsidiary of EPE Special Opportunities Limited, the group’s ultimate parent company. As at 30 December 2023, £14,186,027 (2022 - £13,000,000) was owed to ESO Investments 1 Limited, as detailed in note 18. During the period, interest of £nil (2022: £2,421,918) was waived on amounts due to ESO Investments 1 Limited. Interest charged on the loan during the period was £1,186,027 (2022 - £1,401,836).

During the period the group was charged monitoring fees of £200,004 (2022 - £231,255) by EPIC Investment Partners (UK) Limited, advisor to EPE Special Opportunities Limited. The group was also recharged expenses of £83,485 (2022 - £26,082) relating to the remuneration of the Strategy and Planning Director employed by EPIC Investment Partners (UK) Limited. Other ad hoc expenditure of £80,667 (2022 - £11,296) was also recharged to the group during the period. At the balance sheet date £34,471 (2022 - £118,145) was due to EPIC Investment Partners (UK) Limited.
 

 

25

Financial instruments

Group

Items of income, expense, gains or losses

2023

Income
£

Expense
£

Net gains
£

Net losses
£

Financial liabilities measured at amortised cost

-

1,186,027

-

-

2022

Income
£

Expense
£

Net gains
£

Net losses
£

Financial liabilities measured at amortised cost

2,421,918

1,401,836

-

-

The total interest expense for financial liabilities not measured at fair value through profit or loss is £1,186,027 (2022 - £1,401,836).

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 1 January 2023 to 30 December 2023

 

26

Analysis of changes in net debt - group

At 1 January 2023
£

Cash flows
£

Other non-cash changes
£

At 30 December 2023
£

Cash and cash equivalents

Cash at bank and in hand

2,511,561

2,929,558

-

5,441,119

Invoice finance facility

(832,294)

489,620

-

(342,674)

1,679,267

3,419,178

-

5,098,445

Borrowings

Long term borrowings

(11,500,000)

-

-

(11,500,000)

Short term borrowings

(1,500,000)

-

(1,186,027)

(2,686,027)

(13,000,000)

-

(1,186,027)

(14,186,027)

 

(11,320,733)

3,419,178

(1,186,027)

(9,087,582)

Other non-cash changes relates to interest charged during the period.

 

27

Parent and ultimate parent undertaking

The company’s immediate parent undertaking is ESO Investments 1 Limited, a company incorporated in Jersey.

The company’s ultimate parent undertaking is EPE Special Opportunities Limited, a company incorporated in Bermuda.