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Registered number: 10030036









PETERSHAM (UK) LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 24 DECEMBER 2023

 
PETERSHAM (UK) LIMITED
 
 
COMPANY INFORMATION


Directors
Lara Angelica Boglione 
Francesco Boglione 
Riccardo Vere Lanza 
Gary Stephen Mann 
Heather Ann Stokes 




Company secretary
Breams Secretaries Limited



Registered number
10030036



Registered office
1 Floral Court
Floral Street

London

London

WC2E 7FB




Independent auditors
Williamson Morton Thornton LLP
Chartered Accountants and Statutory Auditors

4 Beaconsfield Road

St Albans

Hertfordshire

AL1 3RD





 
PETERSHAM (UK) LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 9
Statement of Comprehensive Income
10
Balance Sheet
11 - 12
Statement of Changes in Equity
13
Statement of Cash Flows
14 - 15
Analysis of Net Debt
16
Notes to the Financial Statements
17 - 31

 
PETERSHAM (UK) LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 24 DECEMBER 2023

Introduction
 
The Directors present their report and financial statements for the period ended 24 December 2023. 

Principal activity
The Company's principal activity continues to be the operation and management of the site at Covent Garden, including two restaurants (The Petersham and La Goccia) along with a delicatessen. 

Business review
 

The UK Hospitality sector remains under significant pressures, including:

COVID - financial recovery as well as changed consumer behaviours (e.g. working from home meaning less trips into Central London and those trips being more functional than social as office days are weighted away from Thu/Fri). 
 
Sales - the ongoing UK cost of living crisis continues to further impact customers’ level of discretionary spend as lower mortgage rates are swapped for new, higher ones. Being higher end destinations, our brands are more exposed to lower consumer discretionary spend. Our historic healthy corporate sales and events market have also been impacted as events budgets have been reduced or removed.
 
Costs- profit margins are increasingly under pressure from a combination of i) significant F&B inflation (over 85% in 2023 for certain items) ii) spiralling utility costs, impacted by the war in the Ukraine and iii) annual compounded wage inflation c.10% per year in hourly NLW rate increases. In addition to this, post covid and Brexit the demand for hospitality labour far outstrips the supply, further increasing the wage rates needed to secure talent.
 
The above was further intensified in 2023 by the multiple tube and train strikes, dampening the Central London footfall from both tourists and local office workers.  
Despite the above, through a combination of the continued upward trajectory of the restaurant’s sales (through pro-active marketing work to increase visibility physically and on-line and growing reputations) and cost optimisations, 2023 was a relative success for the company. 
Boosted by a full year of the enhanced leadership team, the Company’s adjusted EBITDA grew by +£473k from last year and made adjusted EBITDA of £140k, this was the first year since trading the company made a profitable adjusted EBITDA. This was driven by a combination of trading (F&B sales across all units grew by 8.3%, Restaurant EBITDA grew by 18% and exceeded the £1m threshold for the first year since trading) as well as the disposal of legacy loss-making channels and costs (such as e-commerce).

Page 1

 
PETERSHAM (UK) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 24 DECEMBER 2023

Principal risks and uncertainties
 
As with any hospitality business in the sector, the company is vulnerable to certain risks which impact on costs or consumer confidence including the UK cost of living crisis and the ongoing conflict in the Ukraine. The risk management process seeks to enable the early identification, evaluation, and effective management of key risks, these are addressed through adherence to good business practices by directors and management.
The principal risk to the business remains upholding the correct circumstances for the site to generate the revenue required to grow profitable adjusted EBITDA. Directors and management consistently review key measures of customer service, quality of experience, margins, staff costs, PR and marketing initiatives and generated brand visibility for consistent business growth. 
The two specific core challenges we face in 2024 are:
 
The strong sales momentum of 2023 has not continued into 2024. Whilst undoubtedly impacted by the colder weather in the first half of 2024 vs 2023 (which disproportionately affects our restaurants due out reliance on outdoor dining), the continued trend since the weather has been more comparable shows that the sales pressures listed in the business review are no longer being counteracted by underlying momentum.
 
Whilst cost controls from a consumption perspective remain strong and we continue to manage to offset the impact of inflation of our incoming purchases ahead of the CPI, our profit margins have been impacted (primarily due to the lower sales). Our reliance on fewer suppliers with strong working relationships mitigates these pressures.
To try and offset the above and navigate through to a period of strong consumer spend we have restructured our sales and marketing team to put even more focus on the levers we continue to learn are the most effective as well as made further cost rationalisations.
These challenges are on top of those already inherent in our business model:
 
The large, fixed cost base (mainly property) of running the restaurants. In 2023, property costs amounted to c.£1.2m. 
 
The competition from new entrants into the luxury dining sector as well as from established restaurant groups. The directors and management feel that the company’s unique offering with an emphasis on creating memorable experiences, surrounded by beauty, and offering the best organic, and sustainable produce mitigates these pressures.
 
The company’s performance is dependent on the effective performance of its employees and restaurant teams. The inability to recruit people with the right experience and skills could adversely affect the company’ results and the restriction on mobility of EU nationals has impacted the availability of labour resource in the UK. 
There is minimal credit risk in the company as the majority of customers pay with credit card or cash at the point of sale. Cashflow management is a key activity within the business to monitor liquidity.
The main uncertainly to highlight in ongoing conversations with our landlord around our level of rent. We had a concessionary rent period which ended in April 2023. We have been in dialogue with our landlord since that point about a further discounted period to continue to help bridge our way to sustained profitability. Whilst there have been notable concessions, we have yet to agree a position which is acceptable to us. Uncertainty therefore remains over i) the value and length of the concession period and amount ii) the payment of the difference between any revised concessionary rental value and the amount paid since April
Page 2

 
PETERSHAM (UK) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 24 DECEMBER 2023

2023.

Financial key performance indicators
 
Directors and management utilises several qualitative and quantitative indicators to monitor and improve the company’s performance. The company considers Turnover, Restaurant EBITDA, and Adjusted EBITDA to be key financial performance indicators.

24 December
25 December
2023
2022
£
£
Turnover

7,492,739

7,014,403

Restaurant EBITDA

1,000,870

848,847

Central costs & E-commerce

(860,334)

(1,181,745)

Adjusted EBITDA

140,426

(332,898)


Other key performance indicators
 
At the balance sheet date, the company's current liabilities exceeded its current assets by £4,185,133, with a net equity negative balance of £887,381. The directors believe that it is appropriate for the financial statements to be prepared on a going concern basis because the company's existing sources of funding which include a personal loan of £1,269,530 as well as an intercompany loan of £874,294 from a director will continue to remain in place for the foreseeable future. 


This report was approved by the board and signed on its behalf.



Heather Ann Stokes
Director

Date: 20 September 2024
Page 3

 
PETERSHAM (UK) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 24 DECEMBER 2023

The directors present their report and the financial statements for the period ended 24 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The loss for the period, after taxation, amounted to £405,440 (2022 - loss £1,262,780).

Directors

The directors who served during the period were:

Lara Angelica Boglione 
Francesco Boglione 
Riccardo Vere Lanza 
Gary Stephen Mann 
Heather Ann Stokes 

Future developments

The directors expect to continue the same management policies for the foreseeable future. 

Page 4

 
PETERSHAM (UK) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 24 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsWilliamson Morton Thornton LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Heather Ann Stokes
Director

Date: 20 September 2024
Page 5

 
PETERSHAM (UK) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETERSHAM (UK) LIMITED
 

Opinion


We have audited the financial statements of Petersham (UK) Limited (the 'Company') for the period ended 24 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 24 December 2023 and of its loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


Material uncertainty related to going concern


We draw attention to note 2.2 in the financial statements, which indicates that conditions have been identified that may cast significant doubt on the Company's ability to continue as a going concern. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Whilst the directors are confident that the shareholders and other companies under common control will continue to provide the necessary funds to the Company through their financing facilities, there can be no certainty in these matters. Our opinion is not modified in respect of this matter.








Page 6

 
PETERSHAM (UK) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETERSHAM (UK) LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the 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 the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
PETERSHAM (UK) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETERSHAM (UK) LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.


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:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. 
The following laws and regulations were identified as being of significance to the entity: 
• Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation. 
• Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include operating license, food hygiene certification, health and safety legislation, employment law and data protection.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.


Page 8

 
PETERSHAM (UK) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETERSHAM (UK) LIMITED (CONTINUED)





G Wintle (Senior Statutory Auditor)
  
for and on behalf of
Williamson Morton Thornton LLP
 
Chartered Accountants and Statutory Auditors
  
4 Beaconsfield Road
St Albans
Hertfordshire
AL1 3RD

20 September 2024
Page 9

 
PETERSHAM (UK) LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 24 DECEMBER 2023

Period ended
24 December
Period ended
25 December
2023
2022
Note
£
£

  

Turnover
 4 
7,492,529
7,014,403

Cost of sales
  
(1,859,204)
(1,824,867)

Gross profit
  
5,633,325
5,189,536

Administrative expenses
  
(5,550,101)
(5,565,701)

Other operating income
 5 
57,202
43,267

Adjusted EBITDA
 6 
140,426
(332,898)

Exceptional administrative expenses
  
24,023
(107,022)

Depreciation
  
(569,678)
(822,279)

Total operating loss
  
(405,229)
(1,262,199)

Interest payable and similar expenses
 10 
(211)
(581)

Loss before tax
  
(405,440)
(1,262,780)

Loss for the financial period
  
(405,440)
(1,262,780)

Other comprehensive income for the period
  

Total comprehensive income for the period
  
(405,440)
(1,262,780)

The notes on pages 17 to 31 form part of these financial statements.

*Adjusted EBITDA as presented above is earnings before interest, tax, depreciation, amortisation and exceptional items.
Page 10

 
PETERSHAM (UK) LIMITED
REGISTERED NUMBER: 10030036

BALANCE SHEET
AS AT 24 DECEMBER 2023

24 December
25 December
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
2,375
-

Tangible assets
 14 
3,295,377
3,757,087

  
3,297,752
3,757,087

Current assets
  

Stocks
 15 
264,066
197,460

Debtors: amounts falling due after more than one year
 16 
-
319,865

Debtors: amounts falling due within one year
 16 
1,117,257
539,533

Cash at bank and in hand
 17 
121,634
497,558

  
1,502,957
1,554,416

Creditors: amounts falling due within one year
 18 
(5,688,090)
(5,793,444)

Net current liabilities
  
 
 
(4,185,133)
 
 
(4,239,028)

Total assets less current liabilities
  
(887,381)
(481,941)

  

Net liabilities
  
(887,381)
(481,941)


Capital and reserves
  

Called up share capital 
 20 
233
233

Share premium account
  
15,700,210
15,700,210

Profit and loss account
  
(16,587,824)
(16,182,384)

  
(887,381)
(481,941)

Page 11

 
PETERSHAM (UK) LIMITED
REGISTERED NUMBER: 10030036
    
BALANCE SHEET (CONTINUED)
AS AT 24 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Heather Ann Stokes
Director

Date: 20 September 2024

The notes on pages 17 to 31 form part of these financial statements.
Page 12

 
PETERSHAM (UK) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 24 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 26 December 2021
233
15,700,210
(14,919,604)
780,839


Comprehensive income for the period

Loss for the period
-
-
(1,262,780)
(1,262,780)



At 25 December 2022
233
15,700,210
(16,182,384)
(481,941)


Comprehensive income for the period

Loss for the period
-
-
(405,440)
(405,440)


At 24 December 2023
233
15,700,210
(16,587,824)
(887,381)


The notes on pages 17 to 31 form part of these financial statements.
Page 13

 
PETERSHAM (UK) LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 24 DECEMBER 2023

Period ended
24 December
Period ended
25 December
2023
2022
£
£

Cash flows from operating activities

Loss for the financial period
(405,440)
(1,262,780)

Adjustments for:

Depreciation of tangible assets
569,678
822,279

Interest paid
211
581

(Increase)/decrease in stocks
(66,606)
57,536

(Increase) in debtors
(309,176)
(137,676)

Decrease/(increase) in amounts owed by groups
51,318
(51,318)

Increase/(decrease) in creditors
2,178,951
(2,002,143)

(Decrease)/increase in amounts owed to groups
(1,014,053)
1,014,053

(Decrease)/increase in amounts owed to participating ints
(1,260,255)
1,260,255

Net cash generated from operating activities

(255,372)
(299,213)


Cash flows from investing activities

Purchase of intangible fixed assets
(2,375)
-

Purchase of tangible fixed assets
(107,968)
(53,159)

HP interest paid
(211)
(581)

Net cash from investing activities

(110,554)
(53,740)

Cash flows from financing activities

Repayment of/new finance leases
(9,998)
(4,360)

Net cash used in financing activities
(9,998)
(4,360)

Net (decrease) in cash and cash equivalents
(375,924)
(357,313)

Cash and cash equivalents at beginning of period
497,558
854,871

Cash and cash equivalents at the end of period
121,634
497,558


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
121,634
497,558

121,634
497,558


Page 14

 
PETERSHAM (UK) LIMITED
 
The notes on pages 17 to 31 form part of these financial statements.

Page 15

 
PETERSHAM (UK) LIMITED
 

ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 24 DECEMBER 2023




At 25 December 2022
Cash flows
At 24 December 2023
£

£

£

Cash at bank and in hand

497,558

(375,924)

121,634

Debt due within 1 year

-

-

-

Finance leases

(9,998)

9,998

-


487,560
(365,926)
121,634

The notes on pages 17 to 31 form part of these financial statements.
Page 16

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

1.


General information

Petersham (UK) Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is 1 Floral Court, Floral Street, London, London, England, WC2E 7FB. The Company's principal activity continues to be the operation and management of the site at Covent Garden that includes two restaurants (The Petersham and La Goccia) along with a delicatessen.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The Company is ultimately reliant on its financers, including Directors and shareholders. The Directors are confident that this support will continue for the foreseeable future and enable the Company to meet its working capital requirements, and on this basis deem it appropriate to prepare the financial statements on a going concern basis.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 17

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 18

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.8

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
10 to 15 years
Motor vehicles
-
4 years
Fixtures and fittings
-
3 to 5 years
Computer equipment
-
3 to 5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.10

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 19

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.13

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.14

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 
Page 20

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

2.Accounting policies (continued)


2.14
Financial instruments (continued)


Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. The nature of estimation means the actual outcomes could differ from those estimates. There are no material judgments made in the preparation of the accounts.

Page 21

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


Period ended
24 December
Period ended
25 December
2023
2022
£
£

Sales
7,492,529
7,014,403

7,492,529
7,014,403


All turnover arose within the United Kingdom.


5.


Other operating income

Period ended
24 December
Period ended
25 December
2023
2022
£
£

Other operating income
57,202
43,267

57,202
43,267



6.


Operating loss

The operating loss is stated after charging:

Period ended
24 December
Period ended
25 December
2023
2022
£
£

Other operating lease rentals
763,875
696,891

Depreciation and amortisation
569,679
822,279

Page 22

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

7.


Auditors' remuneration

Period ended
24 December
Period ended
25 December
2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
15,500
11,750

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Period ended
24 December
Period ended
25 December
2023
2022
£
£

Wages and salaries
2,468,274
2,414,747

Social security costs
188,843
209,195

Cost of defined contribution scheme
31,389
36,976

2,688,506
2,660,918


The average monthly number of employees, including the directors, during the period was as follows:


     Period ended
     24 December
     Period ended
      25 December
        2023
        2022
            No.
            No.







Employees
127
114

Page 23

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

9.


Directors' remuneration

Period ended
24 December
Period ended
25 December
2023
2022
£
£

Directors' emoluments
360,353
182,171

Company contributions to defined contribution pension schemes
2,532
1,541

362,885
183,712


During the period retirement benefits were accruing to 2 directors (2022 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £132,310 (2022 - £121,594).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £1,321).


10.


Interest payable and similar expenses

Period ended
24 December
Period ended
25 December
2023
2022
£
£


Finance leases and hire purchase contracts
211
581

211
581

Page 24

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

11.


Taxation


Period ended
24 December
Period ended
25 December
2023
2022
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-

Factors affecting tax charge for the period

The tax assessed for the period is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

Period ended
24 December
Period ended
25 December
2023
2022
£
£


Loss on ordinary activities before tax
(405,440)
(1,262,780)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(77,034)
(239,928)

Effects of:


Fixed asset differences
87,323
-

Expenses not deductible for tax purposes
5,094
-

Other permanent differences
2,280
-

Remeasurement of deferred tax for changes in tax rates
5,578
-

Unrelieved tax losses carried forward
-
239,928

Other differences leading to an increase (decrease) in the tax charge
(23,241)
-

Total tax charge for the period
-
-


Factors that may affect future tax charges

Page 25

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023
 
11.Taxation (continued)

The Company has estimated losses of £14.70m (2022: £14.54m) available for carry forward against future trading profits.


12.


Exceptional items

Period ended
24 December
Period ended
25 December
2023
2022
£
£


Rent free period adjustment
-
77,254

Restructure costs
-
29,768

Historical rent and rates adjustments
(133,812)
-

Bad debt
17,236
-

E-Commerce
79,586
-

Legal and professional
5,794
-

Relocation costs
4,000
-

Late invoices
3,173
-

(24,023)
107,022


13.


Intangible assets






Trademark

£



Cost


Additions
2,375



At 24 December 2023

2,375






Net book value



At 24 December 2023
2,375



At 25 December 2022
-



Page 26

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

14.


Tangible fixed assets







Long-term leasehold property
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 26 December 2022
5,460,445
38,575
2,319,987
567,518
8,386,525


Additions
1,181
-
60,824
45,963
107,968


Disposals
-
(23,475)
-
-
(23,475)



At 24 December 2023

5,461,626
15,100
2,380,811
613,481
8,471,018



Depreciation


At 26 December 2022
1,979,654
33,271
2,118,618
497,895
4,629,438


Charge for the period on owned assets
366,738
-
172,495
25,141
564,374


Charge for the period on financed assets
-
5,304
-
-
5,304


Disposals
-
(23,475)
-
-
(23,475)



At 24 December 2023

2,346,392
15,100
2,291,113
523,036
5,175,641



Net book value



At 24 December 2023
3,115,234
-
89,698
90,445
3,295,377



At 25 December 2022
3,480,791
5,304
201,369
69,623
3,757,087
Page 27

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

           14.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


24 December
25 December
2023
2022
£
£

Long leasehold
3,115,234
3,480,791

3,115,234
3,480,791


The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


24 December
25 December
2023
2022
£
£



Obligations under finance lease and hire purchase contracts
-
5,305

-
5,305


15.


Stocks

24 December
25 December
2023
2022
£
£

Raw materials and consumables
264,066
197,460

264,066
197,460

Page 28

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

16.


Debtors

24 December
25 December
2023
2022
£
£

Due after more than one year

Other debtors
-
319,865

-
319,865


24 December
25 December
2023
2022
£
£

Due within one year

Trade debtors
49,366
1,040

Amounts owed by group undertakings
-
51,318

Other debtors
569,465
97,957

Prepayments and accrued income
498,426
389,218

1,117,257
539,533



17.


Cash and cash equivalents

24 December
25 December
2023
2022
£
£

Cash at bank and in hand
121,634
497,558

121,634
497,558


Page 29

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

18.


Creditors: Amounts falling due within one year

24 December
25 December
2023
2022
£
£

Trade creditors
1,881,182
1,981,953

Amounts owed to group undertakings
-
1,014,053

Amounts owed to other participating interests
-
1,260,255

Other taxation and social security
490,833
333,256

Obligations under finance lease and hire purchase contracts
-
9,998

Other creditors
2,856,601
774,115

Accruals and deferred income
459,474
419,814

5,688,090
5,793,444


The following liabilities were secured:

24 December
25 December
2023
2022
£
£



Obligations under finance lease and hire purchase contracts
-
9,998

-
9,998

Details of security provided:

The HP liability was secured upon the asset to which it pertained.


19.


Financial instruments

24 December
25 December
202
2022
£
£

Financial assets


Financial assets measured at fair value through profit or loss
618,831
150,315



Page 30

 
PETERSHAM (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023

20.


Share capital

24 December
25 December
2023
2022
£
£
Allotted, called up and fully paid



23,305 (2022 - 23,305) Ordinary shares of £0.01 each
233
233



21.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £31,505 (2022: £36,976). Contributions totalling £8,300 (2022: £7,944) were payable to the fund at the balance sheet date


22.


Commitments under operating leases

At 24 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

24 December
25 December
2023
2022
£
£


Not later than 1 year
613,008
613,008

Later than 1 year and not later than 5 years
4,688,000
4,758,000

Later than 5 years
4,024,500
5,196,500

9,325,508
10,567,508


23.


Related party transactions

PN IP Holdings Limited, Petersham Nurseries Limited and PN (ITA) Srl, are under the same common control as Petersham (UK) Limited..
At the balance sheet date, the amount outstanding from PN IP Holdings Limited was £61,631 
(2022: £51,318). The amount owing to Petersham Nurseries Limited was £874,294 (2022: £1,260,255), and the amount outstanding from PN (ITA) Srl was £93,223 (2022: £nil).
At the balance sheet date £1,269,530 
(2022: £1,014,053) is owed to a director, this is repayable on demand and no interest is charged. Furthermore, at the balance sheet date £1,943 is owed to another director (2022: £nil).


24.


Controlling party

The ultimate controlling party is F Boglione by virtue of his shareholding.
Page 31

 
PETERSHAM (UK) LIMITED
 
 
 Page 32