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Company registration number: 01136375







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2024


GILES W. PRITCHARD-GORDON & CO. LIMITED






































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GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
COMPANY INFORMATION


Directors
R C M Aird 
N P Henry 
H O Keane 
B M Stoop 
A C Wingfield Digby 




Company secretary
M T Lewis



Registered number
01136375



Registered office
North Lodge Slaugham Park
Handcross

Haywards Heath

West Sussex

RH17 6BG




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 



CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15 - 16
Consolidated analysis of net debt
17
Notes to the financial statements
18 - 40


 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Principal Activities
 
The principal activity of the company is that of a holding company and the principal activities of the group are those of owning and operating vessels (Shipping) and diversified farming enterprises (Farming Group). 
The group operates a cattle farm in the United Kingdom and a cattle ranch in the USA. The group has a branch in Wyoming in the United States of America.
The performance of the group's main trade has been reviewed below and excludes a review on trade from other group entities which is deemed insignificant.

Business review - Shipping
 
Results on vessels trading showed an increase in gross profit from £13,015,738 in 2023 to £18,020,960 in 2024. This activity is expected to continue for the foreseeable future since the tanker market is strong. In terms of key performance indicators this represented an increase in the gross profit ratio from 36.5% to 45.2% due to impairment reversal. Without the impairment reversals in both years then the gross profit margin remain consistent. 
The shipping company generated profit for the year of £6,052,988 compared to a profit of £1,604,258 in 2023. This was mainly as a result of a reversal of a vessel impairment in the period, compared to a impairment charge in 2023. This also contributed to the increase margin as explained above.

Business review - Farming Group
 
Turnover generated by the group's farming interests has maintained consistent in the year at £1,284,271 (2023: £1,295,180) with a gross profit of £676,897 (2023 - as restated: £684,005) recorded for the year under review. 
The farming group recorded a loss after taxation for the year of £122,451 (2023: £247,485), which is largely driven by the increase in fair value of cattle prices. 

Future developments

During the previous year, the Board of Pritchard-Gordon Tankers Limited contracted the build of two new vessels which are due to be delivered in 2025 and in the current year, the board had contracted one further build for a new vessel which is due to be delivered in 2026.

Risks and Uncertainties
 
The principal risks faced by the group are as follows: 
Charter rate risk
Charter rate risk is the risk that the group could be adversely affected by falling market charter rates. In order to mitigate this risk, the directors seek to employ the group's vessels on both long and medium term time charters and short term spot charter arrangements. 
Credit risk 
Credit risk is the risk that a counterparty could default on its contractual obligations resulting in a financial loss to the group. The group is exposed to credit risk to the extent of its trade receivables and cash at bank and seeks to reduce this risk by trading with large, reputable multinational companies and placing deposits with blue chip financial institutions. 
Liquidity risk 
Liquidity risk is the risk that the group will encounter difficulties meeting financial obligations. The group's directors seek to reduce this risk by maintaining sufficient cash reserves, adopting prudent liquidity risk management policies and following strict cash flow budgets. 
 
Page 1

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Foreign exchange risk 
The group is subject to foreign exchange risk as certain transactions, assets and liabilities are denominated in currencies other than sterling. The group's directors seek to monitor and control these risks as part of their on-going financial forecasting and liability management. 
War in Ukraine 
The Company has assessed its potential exposure to the conflict in Ukraine and the economic sanctions imposed. Due to the location, structure and nature of operations, the Company is not considered to be materially exposed to the ongoing Russia and Ukraine conflict.

Key performance indicators
 
Due to currency fluctuations and the impact this has on the results of the Group, Management consider cash and cash equivalents to be the key performance indicator of the Group. The Group carefully manages its cash flows by following strict cash flow budgets and detailed long-term cash forecasting. 
The Group has decreased its cash and cash equivalents balance from £16,210,706 to £10,123,788 in the year, with the decrease mainly as a result of the instalments paid on vessels under construction.

Corporate Governance Report under Section 172

The following disclosures describe how the Directors have had regards to the matters set out in the section 172 (1) (a) to (f) and forms the Directors statement required under section 414CZA of the Companies Act 2006. This reporting requirement is made in accordance with the corporate governance requirements identified the in Companies (Miscellaneous Reporting) Regulation 2018, which apply to company reporting on financial years starting on or after 1 January 2019.
The matters set out in section 172(1) (a) to (f) are that a Director must act in the way they consider, in good faith, would be most likely to promote the success of the Company 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; 
(b) the interests of the Group's employees; 
(c) the need to foster the Group's business relationships with suppliers, customers and others; 
(d) the impact of the Group's operations on the community and the environment; 
(e) the desirability of the Group maintaining a reputation for high standards of business conduct; and 
(f) the need to act fairly between members of the Group.

Page 2

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Stakeholder mapping and engagement activities within the reporting period

The Group continuously interacts with a variety of stakeholders important to its success, such as the customers, suppliers, personnel and government bodies. 
The Group strives to strike the right balance between engagement and communication. Furthermore the Group works within the limitations of what can be disclosed to the various stakeholders with regards to maintaining confidentiality of market and/or commercially sensitive information. 
The Key Stakeholder groups and how the Company has interacted with them is as follows: 
Customers - New charterers who wish to conduct business with the Company are screened for evidence of anti-bribery and anti-corruption offences in accordance with the Bribery Act 2010 in the UK. They are also screened for inclusion on the US, EU and UK Sanction Lists. The Company does not trade with any entity known to be in breach of any anti-bribery or anti-corruption regulations, nor does it trade with any businesses that are on the US, EU or the UK Sanction Lists. 
The Group ensures that sales of its livestock are conducted through recognised auction houses wherever possible. 
The Group is dedicated to delivering focused and comprehensive coverage to its clients, providing solutions and ensuring rapid response to their needs as a service provider. 
Suppliers - We have developed long standing relationships with key suppliers, ensuring that all suppliers meet the high standards of service and operation set by the Group. 
Personnel - The Group considers its employees its most important asset and strives to ensure that its offices, farms and vessels are safe, rewarding and enjoyable workplaces. The Group will continue to invest in capital as it human believes maintaining low staff turnover across the entire workforce is a key driver of efficiency and rates of productivity.
Governmental bodies - The Group is impacted by local governmental organisations in the UK, and to a extent limited by worldwide trading of its fleet. Enquiries are dealt with both on an ad hoc basis and through regular reporting.

Principal decisions by the board during the period

The Group defines principal decisions as both those that have long-term strategic impact and are material to the Company, but also those that are significant to its key stakeholder groups. In making the following principal decisions, the Board considered the outcome from its stakeholder engagement, the need to maintain a reputation for high standards of business conduct and the need to act fairly between the members of the Company. 


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



A C Wingfield Digby
Director

Date: 14 November 2024

Page 3

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The directors present their report and the financial statements for the year ended 30 June 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group 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 for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £6,658,710 (2023 - loss £1,115,353).

During the year the company paid a dividend on ordinary shares of £1,292,000 (2023: £892,000).

Directors

The directors who served during the year were:

R C M Aird 
N P Henry 
H O Keane 
B M Stoop 
A C Wingfield Digby 

Branch Operations

The Group has a branch operation in Wyoming in the United States of America. 

Energy Emission

In accordance with the requirements of the Companies (Directors’ Report) and Limited Liabilities (Energy and Carbon Report) Regulations 2018 the Directors would like to disclose the following information for the year ended 30 June 2024.
The Group's UK energy consumption was estimated to be 16,675kg of CO2 (2023: 16,745kg of CO2) and 71,524 kWh (2023: 71,823 kWh) during the year. This equates to 138.8 kWk (2023: 139.3 kWk) per square metre of floor space occupied by the group in the UK. This figure comprises kWh of electricity units used, gas consumed and LPG consumed.

Page 4

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Modern Slavery Statement

The Group has zero tolerance approach to Slavery and Human Trafficking and is committed to preventing acts of Slavery from occurring within its business, its supply chain or any agents employed by the business, and impose the same high standards on its contractors, suppliers and other business partners. 
The Group confirms it would terminate its relationships with individuals or organisations working on its behalf it they are found to be in breach of this policy.

Matters covered in strategic report

The Group has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the group's Strategic Report the Group's Strategic Report Information required by schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Report) Regulations 2008. This includes information that would have been included in the business review, future developments and details of the principal risks and uncertainties.

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

Following the year-end, a portion of the ranch land in Wyoming sustained damage due to a fire. At this point, a reliable estimate of the impact cannot be determined; however, the directors believe that this incident will not significantly affect the and valuation. There was no loss of livestock or damage to any farm buildings.

Auditors

The Statutory Auditors BDO LLP resigned on 22 April 2024 and Menzies LLP were appointed. Menzies will be proposed for re-appointment for the next financial year in accordance with section 485 of Companies Act 2006.

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





A C Wingfield Digby
Director

Date: 14 November 2024

Page 5

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILES W. PRITCHARD-GORDON & CO. LIMITED

Opinion


We have audited the financial statements of Giles W. Pritchard-Gordon & Co. Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 Group's and of the parent Company's affairs as at 30 June 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.


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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


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.


Page 6

 


GILES W. PRITCHARD-GORDON & CO. LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILES W. PRITCHARD-GORDON & CO. LIMITED (CONTINUED)

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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the 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 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 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 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.


Page 7

 


GILES W. PRITCHARD-GORDON & CO. LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILES W. PRITCHARD-GORDON & CO. 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 Group 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:

The parent company and group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act,Corporate and VAT legislation, Employments taxes, Health Safety and the Bribery Act 2010, as well as those related to the shipping and farming activities. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the parent company and group is complying with those legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures.
 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.The assessment did not identify any issues in this area.

We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and

°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

°Posting of unusual journals and complex transactions;

°Risk of fictitious employees.
 
°Risk of manipulation of the fair value of the Group's assets


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Page 8

 


GILES W. PRITCHARD-GORDON & CO. LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILES W. PRITCHARD-GORDON & CO. LIMITED (CONTINUED)

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.





Sophie Said FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Magna House
18-32 London Road
Staines-Upon-Thames
TW18 4BP

14 November 2024
Page 9

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

As restated
2024
2023
Note
£
£

  

Turnover
  
41,190,416
36,905,412

Cost of sales
  
(22,492,559)
(23,215,669)

Gross profit
  
18,697,857
13,689,743

Administrative expenses
  
(12,757,788)
(13,043,164)

Exceptional other operating income
 6 
1,345,605
-

Gain/(loss) on fair value movements on biological assets
 15 
726,084
215,535

Operating profit
 7 
8,011,758
862,114

Impairment of investments
  
(66,503)
(922,550)

Interest receivable and similar income
 10 
722,949
635,626

Interest payable and similar expenses
 11 
(2,057,989)
(2,133,766)

Gain/(loss) on fair value movements on derivatives
 20 
3,470
254,385

Profit/(loss) before taxation
  
6,613,685
(1,304,191)

Tax on profit/(loss)
 12 
45,025
188,838

Profit/(loss) for the financial year
  
6,658,710
(1,115,353)

  

Unrealised surplus on revaluation of non current assets
  
8,370,933
707,831

Exchange gain/(loss) on translation of foreign operations
  
(178,692)
363,969

Change in fair value of designated hedging instrument
 20 
-
238,300

Other comprehensive income for the year
  
8,192,241
1,310,100

Total comprehensive income for the year
  
14,850,951
194,747

Profit/(loss) for the year attributable to:
  

Owners of the parent Company
  
6,658,710
(1,115,353)

  
6,658,710
(1,115,353)

The notes on pages 18 to 40 form part of these financial statements.

Page 10

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
REGISTERED NUMBER:01136375



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
109,433,586
95,085,111

Investments
 14 
545,223
611,726

  
109,978,809
95,696,837

Current assets
  

Stocks (inc biological assets)
 15 
2,234,810
1,580,289

Debtors
 16 
2,802,679
2,525,004

Cash at bank and in hand
  
10,123,788
16,210,706

  
15,161,277
20,315,999

Creditors: amounts falling due within one year
 17 
(10,404,491)
(10,772,368)

Net current assets
  
 
 
4,756,786
 
 
9,543,631

Total assets less current liabilities
  
114,735,595
105,240,468

Creditors: amounts falling due after more than one year
 18 
(18,220,751)
(22,239,550)

Provisions for liabilities
  

Deferred tax
 20 
(1,031,615)
(1,076,640)

  
 
 
(1,031,615)
 
 
(1,076,640)

Net assets
  
95,483,229
81,924,278


Capital and reserves
  

Called up share capital 
 21 
10,000
10,000

Revaluation reserve
 23 
24,955,487
18,094,528

Profit and loss account
 23 
70,517,742
63,819,750

  
95,483,229
81,924,278


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




A C Wingfield Digby
Director

Date: 14 November 2024

The notes on pages 18 to 40 form part of these financial statements.

Page 11

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
REGISTERED NUMBER:01136375



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
105,541
154,413

Investments
 14 
698,223
764,726

  
803,764
919,139

Current assets
  

Debtors
 16 
23,223,244
25,843,000

Cash at bank and in hand
  
530,963
37,182

  
23,754,207
25,880,182

Creditors: amounts falling due within one year
 17 
(20,723,924)
(19,562,017)

Net current assets
  
 
 
3,030,283
 
 
6,318,165

Total assets less current liabilities
  
3,834,047
7,237,304

  

Creditors: amounts falling due after more than one year
 18 
(1,200,000)
(1,200,000)

  

Net assets
  
2,634,047
6,037,304


Capital and reserves
  

Called up share capital 
 21 
10,000
10,000

Profit and loss account
 23 
2,624,047
6,027,304

  
2,634,047
6,037,304


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


A C Wingfield Digby
Director

Date: 14 November 2024

The notes on pages 18 to 40 form part of these financial statements.

Page 12

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Revaluation reserve
Cash flow hedge reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 July 2022 (as restated)
10,000
18,742,125
(238,300)
64,107,706
82,621,531


Comprehensive income for the year

Loss for the year
-
-
-
(1,115,353)
(1,115,353)

Currency translation differences
-
-
-
363,969
363,969

Surplus on revaluation of vessels
-
707,831
-
-
707,831

Reserve transfer
-
(1,355,428)
-
1,355,428
-

Change in fair value of the designated hedging instrument
-
-
238,300
-
238,300

Dividends: Equity capital
-
-
-
(892,000)
(892,000)



At 1 July 2023 (as restated)
10,000
18,094,528
-
63,819,750
81,924,278


Comprehensive income for the year

Profit for the year
-
-
-
6,658,710
6,658,710

Currency translation differences
-
-
-
(178,692)
(178,692)

Surplus on revaluation of vessels
-
8,370,933
-
-
8,370,933

Reserve transfer
-
(1,509,974)
-
1,509,974
-

Dividends: Equity capital
-
-
-
(1,292,000)
(1,292,000)


At 30 June 2024
10,000
24,955,487
-
70,517,742
95,483,229


The notes on pages 18 to 40 form part of these financial statements.

Page 13

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2022
10,000
9,330,016
9,340,016


Comprehensive income for the year

Loss for the year
-
(2,410,712)
(2,410,712)

Dividends: Equity capital
-
(892,000)
(892,000)



At 1 July 2023
10,000
6,027,304
6,037,304


Comprehensive income for the year

Loss for the year
-
(2,111,257)
(2,111,257)

Dividends: Equity capital
-
(1,292,000)
(1,292,000)


At 30 June 2024
10,000
2,624,047
2,634,047


The notes on pages 18 to 40 form part of these financial statements.

Page 14

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
6,658,710
(1,115,353)

Adjustments for:

Depreciation of tangible assets
8,499,041
7,854,176

Impairment/(reversal of impairment) of fixed assets
(2,749,847)
200,601

Profit on disposal of tangible assets
(523)
(83,311)

Interest paid
2,057,989
2,133,766

Interest received
(722,949)
(635,626)

Taxation charge/(credit)
(45,025)
(188,838)

(Increase) in stocks
(654,521)
(211,989)

(Increase) in debtors
(310,050)
(431,912)

(Decrease)/increase in creditors
(329,564)
2,107,627

Gain on derivative instrument
(3,470)
(254,385)

Impairment of investment
66,503
922,550

Corporation tax (paid)
(29,377)
(117,990)

Foreign exchange
(120,040)
420,628

Net cash generated from operating activities

12,316,877
10,599,944


Cash flows from investing activities

Purchase of tangible fixed assets
(11,730,729)
(7,499,297)

Proceeds on sale of tangible fixed assets
4,543
83,311

Purchase of investments
-
(1,500,500)

Interest received
722,949
635,626

Net cash from investing activities

(11,003,237)
(8,280,860)
Page 15

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


2024
2023

£
£



Cash flows from financing activities

Repayment of loans
(3,995,360)
(4,348,114)

Equity dividends paid
(1,292,000)
(892,000)

Preference dividends paid
(60,000)
(60,000)

Interest paid on loans
(1,997,989)
(2,073,766)

Net cash used in financing activities
(7,345,349)
(7,373,880)

Net (decrease) in cash and cash equivalents
(6,031,709)
(5,054,796)

Cash and cash equivalents at beginning of year
16,210,706
22,392,926

Foreign exchange (loss) on cash and cash equivalent
(55,209)
(1,127,424)

Cash and cash equivalents at the end of year
10,123,788
16,210,706


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
10,123,788
16,210,706

10,123,788
16,210,706


The notes on pages 18 to 40 form part of these financial statements.

Page 16

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2024




At 1 July 2023
Cash flows
At 30 June 2024
£

£

£

Cash at bank and in hand

16,210,706

(6,086,918)

10,123,788

Loans

(25,154,748)

3,995,360

(21,159,388)

Debt due within 1 year

-

-

-

Derivative financial instrument

496,543

6,285

502,828


(8,447,499)
(2,085,273)
(10,532,772)

The notes on pages 18 to 40 form part of these financial statements.

Page 17

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Giles W. Pritchard-Gordon & Co. Limited is a private company, limited by shares, domiciled in England and Wales with registration number 01136375. The registered office is disclosed on the company information page.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Foreign currency translation

Functional and presentation currency

The Group has a presentation currency of GBP. The Group has determined that the USD is its functional currency, as this is the currency of the economic environment in which the Group predominantly operates. 

Transactions and balances

Transactions in currencies other than Pound Sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting dates. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains/ losses arising on exchange are included in profit or loss.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Page 18

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.4

Revenue

Turnover comprises voyage charter income and time charter hire, income receivable from the sale of livestock, together with the total income receivable in respect of sales of farm produce, rent and government grants. Turnover for livestock and farm produce is recognised when the contract to sell the livestock or farm produce is exchanged. Government grants are recognised as income when grant proceeds are received based on performance model. 
Voyage charter income is recognised using the percentage of completion method with voyages calculated on a discharge-to-discharge basis. Full provision is made for any losses on voyages in progress at the reporting date. Time charter income is recognised on a time apportioned basis.

 
2.5

Tangible fixed assets

Vessels owned by the group or leased under finance leases which include purchase options, are stated at fair value. For owned vessels, the group uses valuations from independent brokers in its assessment. For vessels held under finance leases, the vessels are valued at the carrying value of the finance lease.
Depreciation is provided so as to write off the valuation of the owned fleet over the estimated useful life of each vessel, being twenty-five years from the date of completion of the build. For the vessels held under the finance leases, the depreciation is calculated over the remaining lease term.
Freehold land and buildings are stated at fair value less any subsequent accumulated depreciation. 
All other assets are stated at cost less accumulated depreciation. 

Fixed assets other than the fleet, are depreciated at the following annual rates :-

Depreciation is provided on the following basis:

Freehold land
-
Nil
Freehold buildings
-
2% Straight line
Farm building and improvements
-
6.6% - 10% Straight line
Farm equipment and vehicles
-
10% - 25% straight line
Office furniture and motor vehicles
-
25% straight line
Computer equipment
-
33% reducing balance
Drydocking
-
Remaining lease term
Vessels under construction
-
Upon completion



 
2.6

Drydocking and special surveys

The cost of each drydocking or special survey is capitalised and amortised over the period of the next drydocking or special survey. For the newbuild an estimate of the cost of the next future special survey and drydocking is capitalised as part of the cost of the vessel on construction or acquisition. Amounts capitalised in respect of special survey and drydocking are eliminated from both cost and accumulated amortisation on completion of the subsequent special survey or drydocking. The cost of drydocking or special survey of the vessels hired in on a bareboat basis is capitalised and amortised over the shorter of the period of the next drydocking or special survey and the bareboat lease period.

Page 19

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.7

Revaluation of tangible fixed assets

Freehold land & buildings and the fleet of vessels are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.8

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.9

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.

Page 20

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

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

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 Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.11

Exceptional items

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

 
2.12

Stocks

All live stock, immature cattle, non-pedigree herd and tenant rights are shown in the statement of financial position at directors' valuation based on an estimate of open market value. Inventories of gravel are stated at the lower of the cost of excavation and net realisable value. 
Bloodstock is stated at the lower of cost and net realisable value.

The pedigree herd is stated at original cost. In the opinion of the directors the fair value is not materially different to the cost. 
Inventories in respect of bunkers are valued at the lower of cost and net realisable value. Cost is calculated on a first in, first out basis. No recognition is made for inventories of lubricants, deck, engine and cabin stores and provisions remaining on board the vessels at the reporting date.

Page 21

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

  
2.13

Revaluation reserve

The surplus arising on the revaluation of freehold land, buildings and the fleet is taken to other comprehensive income. Any revaluation surplus in relation to an asset disposed of in the year is released to retained earnings. Differences between the depreciation calculated based on the historical cost and the revalued amount is also released to retained earnings. Differences between the depreciation calculated based on the historical cost and the revalued amount is also released to retained earnings.

  
2.14

Finance leases

Assets held under finance lease agreements are capitalised in the statement of financial position and depreciated over the shorter of their estimated useful economic life and the lease. Where the lease includes an option to purchase the vessel, the vessel is depreciated over the vessel's estimated useful life. The capital element of finance lease repayments outstanding is included in payables. Interest is calculated to produce a constant periodic rate of charge on the outstanding balance.

 
2.15

Pensions

The group operates a defined contribution pension scheme with benefits based on final salary. The charge in the income statement reflects accrued annual contributions.

  
2.16

Operating leases

Rentals payable under operating leases are charged to the income statement on a straight-line basis over the period of the lease. Rent free periods are straight-lined over the period of the lease.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Investments

Unlisted and subsidiary fixed asset investments are valued at cost less provision for impairment.

  
2.19

Derivative financial instruments

The company uses an interest rate swap to hedge its exposure to movements in interest rates. 
Derivative financial instruments are initially recognised at fair value at the date a derivative contract is entered into and remeasured to their fair value at each reporting date. Changes in the fair value of derivative financial instruments are recognised as an income or expense in the Statement of Comprehensive Income as they arise. 
The fair value of interest rate swap contracts are determined by calculating the present value of the estimated future cash flows based on observable yield curves.

Page 22

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.20

Hedge accounting

The group had entered into forward exchange contracts to manage its exposure to foreign exchange risk. These derivatives are measured at fair value at each reporting date. To the extent the hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. This amount is reclassified from the cash flow hedge reserve to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss. Any ineffective portions of those movements are recognised in profit or loss for the period. Hedge accounting is discontinued when the hedging instrument expires, no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged instrument is derecognised or the hedging instrument is terminated.

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

  
2.22

Preference shares

Preference shares carry non-discretionary dividend obligations and are classified as liabilities. The dividends on these preference shares are taken to the income statement as finance expense.

Page 23

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management is required to make estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that have been believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. 
In the process of applying the group's accounting policies, the directors have made the following accounting judgements which have the most significant effect on the amounts recognised in the financial statements: 
Asset impairment testing
The group reviews its non-current assets for impairment at each reporting date. If events or circumstances indicate that the carrying value may not be recoverable, the value is adjusted to the recoverable amount, determined by independent valuations where available. 
Allowances for trade and other receivables 
The company reviews its individual significant receivables at each reporting date to assess whether an allowance should be made for recoverability. In determining this allowance, judgement by management is required in the estimation of the amount and timings of future cash flows. Such significant accounting estimates estimations are based on assumptions of a number of factors and actual results may differ, resulting in future changes to the allowance.
The key assumptions concerning the future and other sources of estimation uncertainty at the end of the reporting period are: 
Residual values and estimated remaining lives 
The carrying value of owned vessels is depreciated over their expected useful life of 25 years from the date of build to an estimated residual value. Changes in the remaining useful life of the vessels and the residual value, would result in an adjustment to the current value of the future rate of depreciation through profit or loss.
Valuation of freehold land and buildings
Freehold land and buildings is stated at valuation, which is reviewed by the directors at each reporting date. In order to assess valuation, management uses valuations from independent valuers in its assessment. The last valuation was carried out on 30 June 2022.
Valuation of derivative financial instruments
The Directors use their judgement in selecting a suitable valuation technique for derivative financial instruments. All derivative financial instruments are valued at market rate provided by the counterparty.

Page 24

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

4.


Turnover

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


2024
2023
£
£



Time charter income
39,906,145
35,620,232

Livestock sales
1,032,946
910,094

Rent receivable
146,716
192,926

Hunting and other cattle services
53,590
101,535

Sundry income
51,019
80,625

41,190,416
36,905,412




Analysis of turnover by country of supply of service:

2024
2023
£
£



United Kingdom
61,387
54,635

Rest of the world
41,129,029
36,850,777

41,190,416
36,905,412


5.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £2,111,257 (2023 - loss £2,410,712).


6.


Exceptional item

2024
2023
£
£

Release of provision
1,345,605
-

1,345,605
-


The exceptional item during the year relates to the release of a provision against a creditor. 

Page 25

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of fleet
6,255,404
5,990,916

Depreciation of other assets
2,243,637
1,890,950

Impairment (reversed)/charged
(2,749,847)
200,601

Auditors' remuneration - audit of financial statements
95,000
114,000

Auditors' remuneration - other services in respect of taxation
12,100
-

Operating lease rentals
19,000
19,000

Profit on disposal of non-current assets
(523)
(83,311)

Exchange (gain)/loss
(120,040)
420,628


8.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
95,000
114,000

The Group has disclosed amounts paid for non-audit services in the operating profit note above.


9.


Directors and Employees

2024
2023
£
£

Staff costs, including emoluments in respect of directors of the group comprise of:


Wages and salaries
6,096,038
6,640,253

Social security costs
366,042
362,347

Pension contributions
93,164
106,846

6,555,244
7,109,446

Page 26

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024



Directors' emoluments for the year amounted to:

2024
2023
£
£



Emoluments (including benefits in kind)
1,108,390
972,502

Pension contributions
25,563
2,839

1,133,953
975,341

The emoluments (including benefits in kind) of the highest paid director for the year was £546,744 (2023: £473,618).
There are not considered to be any other key management personnel.




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

Group
Group
Company
Company
2024
2023
2024
2023
No.
No.
No.
No.


Farming
7
7
-
-

Shipping
77
74
-
-

Administration
36
36
19
19

120
117
19
19


10.


Interest receivable

2024
2023
£
£


Bank interest receivable
722,949
635,626

722,949
635,626


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
1,997,989
2,073,766

Preference share interest payable
60,000
60,000

2,057,989
2,133,766

Page 27

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

12.


Taxation


2024
2023
£
£



Corporation tax
-
-


Oversea taxation
-
(34,576)

Total current tax
-
(34,576)

Deferred tax


Origination and reversal of timing differences
(45,025)
(154,262)

Total deferred tax
(45,025)
(154,262)


Tax on profit/(loss)
(45,025)
(188,838)

One subsidiary in the group has entered the U.K. tonnage tax regime under which their shipowning and operating activities are taxed based on the net tonnage of vessels operated. The tonnage tax charge of £11,757 (2023: £9,663) is included in the statement of comprehensive income within administrative expenses. Any income and profits outside the tonnage tax regime are taxed under the normal U.K. corporation tax rules.


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 20.5%). The differences are explained below:

2024
2023
£
£


Profit/(loss) on ordinary activities before tax
6,613,685
(1,304,191)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%)
1,653,421
(267,259)

Effects of:


Expenses not deductible for tax purpose
25,385
(49,838)

Fixed asset timings differences
(22,718)
(67,131)

Income not taxable under UK corporation tax but under UK tonnage tax regime
(1,513,247)
(328,873)

Other non-taxable income
(336,401)
190,050

Oversea taxation
-
(34,576)

Deferred tax not recognised
81,068
523,051

Timing differences
-
(154,262)

Adjustment in respect of prior periods
67,467
-

Total tax charge for the year
(45,025)
(188,838)

Page 28


GILES W. PRITCHARD-GORDON & CO. LIMITED
  
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024



13.


Tangible fixed assets


Group







Freehold Land
Freehold Buildings
Farm Buildings & Improvements
Vessels under construction
Fleet
Drydocking
Farm Equipments & Vehicles
Computer & Office equipment
Total

£
£
£
£
£
£
£
£
£



Cost or valuation


At 1 July 2023 (as restated)
11,165,169
3,532,545
1,411,403
4,566,483
120,413,735
4,448,756
1,352,053
139,583
147,029,727


Additions
-
-
20,940
9,048,350
-
2,578,405
77,896
5,138
11,730,729


Disposals
-
-
(66,669)
-
-
(2,007,449)
(19,571)
(10,100)
(2,103,789)


Revaluations
-
-
-
-
8,370,960
-
-
-
8,370,960



At 30 June 2024

11,165,169
3,532,545
1,365,674
13,614,833
128,784,695
5,019,712
1,410,378
134,621
165,027,627



Depreciation


At 1 July 2023
-
143,215
1,219,126
-
47,728,784
1,817,103
933,506
102,882
51,944,616


Charge for the year
-
13,938
37,734
-
6,255,404
2,070,608
101,210
20,147
8,499,041


Disposals
-
-
(66,658)
-
-
(2,007,449)
(15,825)
(9,837)
(2,099,769)


Impairment losses written back
-
-
-
-
(2,749,847)
-
-
-
(2,749,847)



At 30 June 2024

-
157,153
1,190,202
-
51,234,341
1,880,262
1,018,891
113,192
55,594,041



Net book value



At 30 June 2024
11,165,169
3,375,392
175,472
13,614,833
77,550,354
3,139,450
391,487
21,429
109,433,586



At 30 June 2023 (as restated)
11,165,169
3,389,330
192,277
4,566,483
72,684,951
2,631,653
418,547
36,701
95,085,111

Page 29

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           13.Tangible fixed assets (continued)


Company






Motor Vehicles
Office equipment
Computer equipment
Total

£
£
£
£

Cost or valuation


At 1 July 2023
219,473
53,405
50,723
323,601


Additions
-
-
1,166
1,166


Disposals
-
(4,028)
(6,072)
(10,100)



At 30 June 2024

219,473
49,377
45,817
314,667



Depreciation


At 1 July 2023
92,547
38,872
37,769
169,188


Charge for the year on owned assets
33,828
11,340
4,607
49,775


Disposals
-
(4,027)
(5,810)
(9,837)



At 30 June 2024

126,375
46,185
36,566
209,126



Net book value



At 30 June 2024
93,098
3,192
9,251
105,541



At 30 June 2023
126,926
14,533
12,954
154,413

Page 30

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           13.Tangible fixed assets (continued)

The freehold land and buildings in Wyoming was revalued at 30 June 2022 on an open market basis by Theo B Hirshfeld, a State of Wyoming Certified General Appraiser qualified independent valuer.
The freehold land and buildings in the UK was revalued at 30 June 2022 on an open market basis by Marcus Grimes, a qualified independent valuer.
If the freehold land and buildings had not been revalued it would have been stated at a cost of £2,477,531 (2023: £2,477,531) with accumulated depreciation charged on freehold buildings of £157,134 (2023: £143,564). No depreciation is charged on freehold land.
No independent valuation was carried out at 30 June 2023 & 30 June 2024 as management believe the value of the freehold land has not changed since 30 June 2022.
Included within the Group's freehold land and buildings net book value of £14,540,561 is £13,136,983 (2023: £13,136,983) are pledged as security for the company's dealings with banks.
A prior period restatement has been made to the brought forward cost at 1 July 2023 for freehold land and buildings to reclassify the building valuation from the land. The reallocation was made to reflect the true class nature of the assets.
Vessels with a net book value of £44,710,487 (2023: £43,066,153) have been pledged as security for long term bank loans. 
The vessels were revalued as at 30 June 2024 and 2023 at replacement cost, based on valuations performed by Affinity Valuations Limited, independent shipbrokers.







If the fleet had not been revalued, the carrying value of vessels would have been stated on an historical cost basis as follows:

2024
2023
£
£



Cost
110,453,953
110,453,953

Accumulated depreciation and impairment
(48,653,650)
(46,303,229)

Net book value
61,800,303
64,150,724

Page 31

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

14.


Fixed asset investments

Group





Investments in associates

£



Cost or valuation


At 1 July 2023
1,734,276



At 30 June 2024

1,734,276



Impairment


At 1 July 2023
1,122,550


Charge for the period
66,503



At 30 June 2024

1,189,053



Net book value



At 30 June 2024
545,223



At 30 June 2023
611,726

Page 32

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Company





Investments in subsidiary companies
Other investments
Total

£
£
£



Cost or valuation


At 1 July 2023
153,000
1,734,276
1,887,276



At 30 June 2024

153,000
1,734,276
1,887,276



Impairment


At 1 July 2023
-
1,122,550
1,122,550


Charge for the period
-
66,503
66,503



At 30 June 2024

-
1,189,053
1,189,053



Net book value



At 30 June 2024
153,000
545,223
698,223



At 30 June 2023
153,000
611,726
764,726


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal Activities

Holding

Giles W. Pritchard-Gordon (Shipowning) Limited
England
Holding
100% - Directly
Giles W. Pritchard-Gordon (Farming) Limited
England
Farming
100% - Directly
PG Renewables Limited (Previously: Giles W. Pritchard-Gordon (Futures) Limited)
England
Non-trading
100% - Directly
Giles W. Pritchard-Gordon (Property) Limited
England
Non-trading
100% - Directly
Pritchard-Gordon Tankers Limited
England
Vessel owning
100% - Indirectly
Giles W. Pritchard-Gordon (Australia) Pty Limited
Australia
Non-trading
100% - Indirectly
Sussex Cattle Company
U.S.A
Farmland leasing
100% - Indirectly

The Sussex Cattle Company's result for the year was $Nil (2023: $Nil) and net assets as at 30 June 2024 were $499 (2023: $499). The subsidiary has been excluded from the consolidated financial statements on the grounds of materiality.
Post year end Giles W. Pritchard-Gordon (Australia) Pty Limited entered into liquidation on 28 August 2024.


Page 33

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024



Fixed asset investments (continued)

Other investments

The Company directly holds a 25% investment in Draw Worldwide Limited which is incorporated in England. The investment has been accounted for at cost on the grounds that the group does not exercise significant influence over the investee company. The company's result for the year ended 31 October 2023 was a profit of £49,848 (2022: profit £44,946) and net assets at 31 October 2023 were £197,098 (2022: £203,777).
The Company directly holds a 22.5% investment in Heavy Lift Projects Limited which is incorporated in Scotland. The investment in Heavy Lift Projects Limited has been accounted for at cost on the grounds that the group does not exercise significant influence over the investee company. The company's result for the year ended 31 December 2023 was a loss of £302,615 (2022: £37,371) and net assets at 31 December 2023 were £2,460,578 (2022: £2,763,193). An impairment of £989,053 has been recognised as at 30 June 2024.
On 15 March 2022 the Company acquired £100,000 of shares in Britannia's Gold Limited and acquired £100,000 in loan notes in BGL Neptune Limited which had conversion rights. Due to the performance of the operations subsequently, the full investment cost of £200,000 had previously been impaired. On 26 September 2023, BGL Neptune Limited was formally liquidated and the loan notes converted into shares in Britannia's Gold Limited. N.P. Henry, a director of the Company, is also a director of Britannia's Gold Limited and BGL Neptune Limited. 


15.


Stocks

Group
Group
2024
2023
£
£

Tenants rights
454
454

Livestock
2,144,402
1,489,417

Gravel
70,351
70,815

Pedigree herd
19,603
19,603

2,234,810
1,580,289





The movement in the fair value of the biological assets:

2024
2023
£
£



At 1 July
1,489,417
1,274,110

Gain on fair value movement
726,084
215,535

Sales of livestock
(614,188)
(602,268)

Purchases of livestock
174,466
148,701

Births during the year
661,855
603,238

Deaths during the year
(26,879)
(9,912)

Currency translation difference
(266,353)
(139,987)

2,144,402
1,489,417

Page 34

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Derivative instrument
393,497
351,925
-
-

393,497
351,925
-
-

Due within one year

Trade debtors
1,303,970
273,479
-
213

Amounts owed by group undertakings
-
-
23,147,132
25,785,761

Other debtors
49,936
52,864
4,620
3,669

Prepayments and accrued income
904,196
1,633,885
55,940
45,081

VAT recoverable
41,749
35,858
2,860
2,731

Deferred taxation
-
-
12,692
5,545

Tax recoverable
-
32,375
-
-

Derivative instrument
109,331
144,618
-
-

2,802,679
2,525,004
23,223,244
25,843,000


Amounts due from subsidiary companies are unsecured, interest free and repayable on demand. The total amount due from subsidiary companies at 30 June 2024 was £31,968,109 (2023: £33,142,700) of which £8,820,977 (2023: £7,356,939) has been fully provided against.
Giles W. Pritchard-Gordon & Co. Limited has provided assurance not to seek repayment of £27,120,106 (2023: £28,308,310) for the foreseeable future and has agreed to provide on-going financial support to Giles W. Pritchard Gordon (Farming) Limited, if required.
The derivative instrument within one year and more than one year was previously split out on the face of the Statement of Financial Position which has resulted in a restatement to net current assets of £351,925. There is no profit or net asset effect in relation to this adjustment.


17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
4,138,637
4,115,198
-
-

Trade creditors
1,387,543
1,746,424
11,198
6,319

Amounts owed to group undertakings
-
-
20,615,791
19,445,827

Corporation tax
-
61,752
-
-

Other taxation and social security
100,164
61,751
62,395
61,751

Other creditors
129,437
62,106
1,578
3,084

Accruals and deferred income
4,648,710
4,725,137
32,962
45,036

10,404,491
10,772,368
20,723,924
19,562,017


Page 35

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
17,020,751
21,039,550
-
-

Preference shares
1,200,000
1,200,000
1,200,000
1,200,000

18,220,751
22,239,550
1,200,000
1,200,000


The cumulative preference shares of £1 each at par, in full or in part, at any time, are redeemable at the option of the company. A dividend payable to the preference shareholder at an annual rate of 5%, based on the issued price. The preference shares are treated as liability and the dividends paid are recognised as interest expense. The directors do not expect these preference shares to be redeemed in the next twelve months. 



19.


Loans

2024
2023
£
£

Analysis of the maturity of bank loans is given below:


Due within one year
4,138,637
4,115,198

Between one and two years
4,138,637
4,115,197

Between two and five years
9,679,676
11,474,241

Over five years
3,202,438
5,450,112

21,159,388
25,154,748

Bank loans amounting to £16,923,173 (2023: £20,612,155) are secured by a first preferred mortgage over three vessels owned by the Company together with the assignment of their earnings and insurances. The loans are denominated in US Dollars and carried interest at SOFR plus an average margin of 3.82%. The loans have total quarterly repayments of £951,596 (2023: £946,207) and are repayable between 28 September 2027 and 30 November 2029.
A bank loan amounting to £4,236,215 (2023: £4,542,594) is repayable in quarterly instalments over twenty years and carries interest of SOFR plus 2.05% per annum. The loan is secured by a charge over freehold land and buildings owned by a subsidiary company, with a net book value of £13,136,983 (2023: £13,136,983) as at 30 June 2024. The loan is secured by a corporate guarantee provided by the parent company.

Page 36

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

20.


Deferred taxation


Group





2024


£






At beginning of year (as restated)
(1,076,640)


Charged to profit or loss
45,025



At end of year
(1,031,615)

Company




2024


£






At beginning of year
5,545


Charged to profit or loss
7,147



At end of year
12,692

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Excess of capital allowances over depreciation
(144,648)
(188,007)
12,692
5,545

Tax losses carried forward
1,772,913
1,771,247
-
-

Revaluation of freehold land
(2,659,880)
(2,659,880)
-
-

(1,031,615)
(1,076,640)
12,692
5,545

Group

A deferred tax asset of £2,237,031 (2023: £ 2,324,931) in respect of taxable losses carried forward has not been recognised on the grounds of uncertainty in the foreseeable future profits against which the asset could be offset. 
A deferred tax rate of 25% has been used to determine the deferred tax balance (2023: 25%).

Page 37

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024



Company

A deferred tax asset of £12,692 (2023: £5,545) has been recognised in respect of excess depreciation over capital allowances. A deferred tax rate of 25% has been used to determine the deferred tax balance (2023: 25%). 
A deferred tax asset of £1,996,089 (2023: £2,136,970) in respect of taxable losses carried forward has not been recognised on the grounds of uncertainty of sufficient taxable profits in the foreseeable future against which the asset could be offset.


21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10,000 (2023 - 10,000) ordinary shares of £1.00 each
10,000
10,000


During the year the company paid dividends of £1,292,000 (2023: £892,000) on the ordinary share capital of the company which represents £129.20 per share (2023: £89.20 per share).


22.


Derivative Financial Instruments

1) Interest rate swaps


2024
2023
£
£

Group


Amounts falling due within one year
393,497
144,618

Amounts falling due after more than one year
109,331
351,925

502,828
496,543

On 1 January 2017, the group entered into an interest rate swap agreement to hedge its exposure to movements in the interest rates arising from the fluctuations in the SOFR. Cash flows arising from the interest rate swaps will continue until their maturity in 2037, coincidental with the repayment of the bank loan.




The movement in the fair value of the interest rate swap is as follows:

2024
2023
£
£



As at 1 July
496,543
267,769

Gain on fair value
3,470
254,385

Currency translation differences
2,815
(25,611)

As at 30 June
502,828
496,543

Page 38

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024


2) Forward exchange contracts




In 2020, the group entered into a number of forward exchange contracts to hedge the volatility in exchange rates. The forward currency contracts were measured at fair value, which is determined by the counterparty using valuation techniques that utilise observable inputs. The key assumptions used in valuing the derivatives are the forward exchange rates for GBP:USD. The maturity of the forward exchange contracts ranged from July 2022 to December 2022 and ended in the year ending 30 June 2023.

The movement in the fair value of the forward currency contract is as follows:


2024
2023
£
£



As at 1 July
-
(238,300)

Loss on fair value
-
238,300

As at 30 June
-
-


23.


Reserves

Revaluation reserve

This reserve records the accumulated property movements as a result of the revaluation of the Group's properties.

Profit and loss account

This reserve records retained earnings and accumulated losses attributable to the shareholders of the Group.


24.


Prior year restatement

A prior period restatement has been made of £215,535 to reclassify the fair value movement of the biological assets from cost of sales to split on the face of the statement of comprehensive income. The reallocation was made to reflect the true nature of the cost incurred. There is no profit effect in relation to this adjustment.
The deferred tax on the revaluation of the fixed assets was materially misstated by £284,395 as a result of an error on the acquisition costs and no consideration of indexation. The effect of this adjustment as at 30 June 2022 & 30 June 2023 has resulted in a decrease of the deferred tax liability by £284,395 and an increase in the revaluation reserve by the same amount.
A further restatement has also been made as on transition to FRS102 and initial recognition of the deferred tax on the revaluation of the fixed assets was recognised in the P&L reserve and therefore a prior period reclassification of this balance has been made to the revaluation reserve. The effect of this adjustment as at 30 June 2022 & 30 June 2023 has resulted in an increase to the P&L reserve by £1,189,370 and decrease in the revaluation reserve by the same amount.
The derivative instrument within one year and more than one year was previously split out on the face of the Statement of Financial Position which has resulted in a restatement to net current assets of £351,925. There is no profit or net asset effect in relation to this adjustment.

Page 39

 


GILES W. PRITCHARD-GORDON & CO. LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

25.


Related party transactions

Balances and transactions between the Group, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
Each shareholder received dividends in the year in proportion to their shareholding as disclosed in note 21. 


26.


Commitments under operating leases

At 30 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
31,200
19,000

Later than 1 year and not later than 5 years
14,213
23,008

Later than 5 years
1,919
-

47,332
42,008

The Company had no commitments under non-cancellable operating leases at the reporting date.




At 30 June 2024 the Group had future minimum lease receivable due under non-cancellable operating leases for
each of the following periods:

2024
2023
£
£

Charterparties


Not later than 1 year
34,596,946
34,729,670

Later than 1 year and not later than 5 years
38,467,166
33,707,035

Later than 5 years
18,456,633
22,600,157

91,520,745
91,036,862

The Group has capital commitments relating to the purchase of vessels under construction amounting to £51,203,752 (2023: £41,055,612).


27.


Post balance sheet events

Following the year-end, a portion of the ranch land in Wyoming sustained damage due to a fire. At this point, a reliable estimate of the impact cannot be determined; however, the directors believe that this incident will not significantly affect the land valuation. There was no loss of livestock or damage to any farm buildings.


28.


Controlling party

No individual shareholder owns a controlling interest in the company. 
 
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