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Registration number: 14536788

Prepared for the registrar

UKGP Whalesborough Limited

Annual Report and Unaudited Financial Statements

for the Period from 12 December 2022 to 31 December 2023

 

UKGP Whalesborough Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Unaudited Financial Statements

3 to 9

 

UKGP Whalesborough Limited

Company Information

Directors

A B T Pope

E J Andrews

Registered office

181 Bridport Road
Poundbury
Dorchester
DT1 3AH

Accountants

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

UKGP Whalesborough Limited

(Registration number: 14536788)
Balance Sheet as at 31 December 2023

Note

2023
£

Fixed assets

 

Intangible assets

4

270,004

Tangible assets

5

14,072,700

 

14,342,704

Current assets

 

Stocks

754,116

Debtors

6

1,416,802

Cash at bank and in hand

 

178,410

 

2,349,328

Creditors: Amounts falling due within one year

7

(18,414,132)

Net current liabilities

 

(16,064,804)

Net liabilities

 

(1,722,100)

Capital and reserves

 

Called up share capital

1

Profit and loss account

(1,722,101)

Shareholders' deficit

 

(1,722,100)

For the financial period ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the period in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 20 September 2024 and signed on its behalf by:
 


A B T Pope
Director

 

UKGP Whalesborough Limited

Notes to the Unaudited Financial Statements for the Period from 12 December 2022 to 31 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:
181 Bridport Road
Poundbury
Dorchester
DT1 3AH

The principal place of business is:
Whalesborough Farm
Marhamchurch
Bude
EX23 0JD

 

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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

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 Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying 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.

 

UKGP Whalesborough Limited

Notes to the Unaudited Financial Statements for the Period from 12 December 2022 to 31 December 2023

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

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 company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company 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 company's activities.

Tax

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

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. 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 assets in the course of construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Land and buildings

50 years straight line on buildings

Assets in the course of construction

Nil

Plant and machinery

5 years straight line

Office equipment

5 years straight line

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’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.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

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.

 

UKGP Whalesborough Limited

Notes to the Unaudited Financial Statements for the Period from 12 December 2022 to 31 December 2023

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

Goodwill

10 years straight line

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.

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.

 

UKGP Whalesborough Limited

Notes to the Unaudited Financial Statements for the Period from 12 December 2022 to 31 December 2023

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 company 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.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories 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. Trade creditors are classified as current liabilities if the company 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 company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

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 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.

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.

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.

 

UKGP Whalesborough Limited

Notes to the Unaudited Financial Statements for the Period from 12 December 2022 to 31 December 2023

 

3

Staff numbers

The average number of persons employed by the company during the period, was 0.

 

4

Intangible assets

Goodwill
 £

Trademarks, patents and licenses
 £

Total
£

Cost

Acquired through business combinations

300,000

5

300,005

At 31 December 2023

300,000

5

300,005

Amortisation

Amortisation charge for the period

30,000

1

30,001

At 31 December 2023

30,000

1

30,001

Carrying amount

At 31 December 2023

270,000

4

270,004

 

5

Tangible assets

Land and Buildings
£

Assets in the course of construction
 £

Plant and machinery
 £

Office equipment
 £

Total
£

Cost

Additions

2,780,453

145,329

94,821

24,811

3,045,414

Acquired through business combinations

11,093,250

-

75,000

38,500

11,206,750

Disposals

-

-

(6,500)

-

(6,500)

At 31 December 2023

13,873,703

145,329

163,321

63,311

14,245,664

Depreciation

Charge for the period

130,850

-

30,877

11,670

173,397

Eliminated on disposal

-

-

(433)

-

(433)

At 31 December 2023

130,850

-

30,444

11,670

172,964

Carrying amount

At 31 December 2023

13,742,853

145,329

132,877

51,641

14,072,700

 

UKGP Whalesborough Limited

Notes to the Unaudited Financial Statements for the Period from 12 December 2022 to 31 December 2023

 

6

Debtors

Note

31 December 2023
 £

Trade debtors

 

44,764

Amounts owed by related parties

11

82,017

Other debtors

 

588,707

Prepayments

 

170,217

Accrued income

 

88,684

Deferred tax assets

8

442,413

   

1,416,802

 

7

Creditors

Note

31 December 2023
 £

Due within one year

 

Loans and borrowings

9

4,181

Trade creditors

 

1,430,330

Amounts due to related parties

11

16,716,000

Other creditors

 

66,620

Accrued expenses

 

113,508

Deferred income

 

83,493

 

18,414,132

 

8

Deferred tax

Deferred tax assets and liabilities

2023

Asset
£

Fixed asset timing differences

(177,154)

Losses and other deductions

619,567

442,413

 

9

Loans and borrowings

2023
£

Current loans and borrowings

Hire purchase and finance lease liabilities

4,181

Hire purchase agreements are secured against the asset to which they relate.

 

UKGP Whalesborough Limited

Notes to the Unaudited Financial Statements for the Period from 12 December 2022 to 31 December 2023

 

10

Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £19,556. Of this amount, £6,424 is due within 1 year and £13,132 is due in more than 1 year.

The total amount of guarantees not included in the balance sheet is £2,957,250. An omnibus guarantee and set off agreement has been entered into in respect of borrowings of a related party together with security provided by a fixed and floating charge over the assets of the company. At 31 December 2023 the borrowings of the related party subject to these guarantees and charges amounted to £2,957,250.

 

11

Related party transactions

Summary of transactions with related companies

The company has taken advantage of the exemption provided by FRS 102 s33.1A whereby disclosures need not be given of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

 

12

Business combinations

On 29 December 2022, the company acquired the trade, assets and liabilities of an unincorporated partnership.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

Period ending 31 December 2023
£

Assets and liabilities acquired

Stocks

11,500

Tangible assets

113,500

Identifiable intangible assets

5

Financial liabilities

(69,694)

Total identifiable assets

55,311

Goodwill

300,000

Total consideration

355,311

Cash flow analysis:

Cash consideration

355,311