Company Registration number:
J.C. & R.H. Palmer Limited
for the Year Ended 31 March 2024
J.C. & R.H. Palmer Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Statement of Cash Flows |
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Notes to the Financial Statements |
J.C. & R.H. Palmer Limited
Company Information
Directors |
A J C Palmer E G Palmer Ramus V A Jackson |
Company secretary |
V A Jackson |
Registered office |
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Auditors |
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J.C. & R.H. Palmer Limited
Strategic Report for the Year Ended 31 March 2024
The directors present their strategic report for the year ended 31 March 2024.
Principal activity
The principal activity of the company is the brewing, wholesaling and retailing of beer, wines, spirits, cider and mineral waters, together with property management.
Fair review of the business and future outlook
The company's key financial and other performance indicators during the year were as follows:
2024 |
2023 |
|
£000 |
£000 |
|
Sale of goods |
7,761 |
7,257 |
Rental income |
2,563 |
2,480 |
Operating profit |
1,970 |
1,635 |
Net assets |
28,094 |
37,703 |
Despite the challenges in the UK pub industry, we have demonstrated resilience in our operations, enabling us to pre-empt and mitigate the full potential effect of these risks. Our turnover for the year was £10,323,701 (2023: £9,736,675), a testament to our stability. Underlying sales of goods increased by 7%, a promising sign given the pressures on our consumers due to rising costs, taxes, and interest rates.
The licensees who run our pubs are an integral part of our business, and we have continued to invest in retaining and recruiting talented operators. Similarly, we continue to invest in refreshing and refurbishing our pubs to make them attractive family and food destinations. This was reflected by the rental income growth of 3% in 2024.
Our brewery team continue to go above and beyond for both our licensees and free-trade customers. We are fortunate to have so many knowledgeable and talented people in our midst who remain passionate about Palmers. Their dedication is recognised in the local, regional and national awards they continue to win for crafting our delicious ales. Cost efficiencies throughout this area of the business have enabled us to control our cost of sales and result in the further growth of our operating profit from £1,634,648 to £1,970,314.
This year, we celebrate 230 years and look forward to our Beer Festival on 27th and 28th September, generously supported with ales from fellow Independent Family Brewers, as a celebration of cask ale.
We agreed the buyout of the 40% minority shareholder in August 2023. The purchase of 188,768 ordinary shares and 120,000 preference shares by the company has been completed, financed with a £6m bank loan from Barclays and £5.5m cash. The remaining 91,234 ordinary shares will be purchased in tranches, the final tranche by August 2028, financed by the sale of selected non-core assets and cash generated from trading activities.
While our net assets decreased in 2024 due to the restructuring, we have maintained a strong base, including our unique historic brewhouse, which is open to the public for tours twice a day all year round, and well-invested pubs scattered across the beautiful West Country.
The company remains well-placed to continue to adapt to changing political, economic and environmental circumstances.
J.C. & R.H. Palmer Limited
Strategic Report for the Year Ended 31 March 2024
Principal risks and uncertainties
Our business faces risks and uncertainties just as any other business does. Changes in economic fortune, or legislation can impact on the business. We have built in resilience to our operations to help us pre-empt and mitigate the full potential effect of these risks.
The key risk this time is inflation. Input costs are increasing in many cases significantly. While some of these can be offset through operational efficiencies most can only be recovered through product price increases. Whether our customer base who are facing their own pressures can carry this cost remains to be seen.
We recognise that the licensees who run our pubs are an integral part of our business and we have continued to implement strategies to retain and recruit excellent licenees in our estate. Similarly, we continue to invest in the physical estate, refurbishing our pubs to make them attractive family and food destinations. This is supported by ongoing investment at the brewery to be able to continue with our brewing of consistently good award-winning ales.
Approved by the Board on
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J.C. & R.H. Palmer Limited
Directors' Report for the Year Ended 31 March 2024
The directors present their report and the financial statements for the year ended 31 March 2024.
Directors of the company
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
The auditors Albert Goodman LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Financial instruments
Objectives and policies
The company manages its working capital to provide funds for both the continued upkeep of the existing portfolio and investment in new public houses.
Price risk, credit risk, liquidity risk and cash flow risk
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and regular monitoring of amounts outstanding for both time and credit limits.
Trade and other creditors, including bank borrowings, liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Future Developments
The future developments of the business are included within the strategic report.
Approved by the Board on
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J.C. & R.H. Palmer Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
J.C. & R.H. Palmer Limited
Independent Auditor's Report to the Members of J.C. & R.H. Palmer Limited
Opinion
We have audited the financial statements of J.C. & R.H. Palmer Limited (the 'company') for the year ended 31 March 2024, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
J.C. & R.H. Palmer Limited
Independent Auditor's Report to the Members of J.C. & R.H. Palmer Limited
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
J.C. & R.H. Palmer Limited
Independent Auditor's Report to the Members of J.C. & R.H. Palmer Limited
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
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the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the brewery sector; |
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we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, and health and safety legislation; |
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we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
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identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
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considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we:
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performed analytical procedures to identify any unusual or unexpected relationships; |
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tested journal entries to identify unusual transactions; |
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assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
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investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
J.C. & R.H. Palmer Limited
Independent Auditor's Report to the Members of J.C. & R.H. Palmer Limited
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agreeing financial statement disclosures to underlying supporting documentation; and |
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enquiring of management as to actual and potential litigation and claims. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Goodwood House
Blackbrook Park Avenue
Somerset
TA1 2PX
J.C. & R.H. Palmer Limited
Profit and Loss Account
for the Year Ended 31 March 2024
Note |
2024 |
2023 |
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Turnover |
|
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Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Distribution costs |
( |
( |
|
Administrative expenses |
( |
( |
|
Operating profit |
|
|
|
Fair value adjustment in respect of investment properties |
940,182 |
- |
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar charges |
( |
( |
|
Profit/Loss on disposal of properties |
65,000 |
(192,171) |
|
Profit before tax |
|
|
|
Taxation |
( |
( |
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
J.C. & R.H. Palmer Limited
Statement of Comprehensive Income
for the Year Ended 31 March 2024
2024 |
2023 |
|
Profit for the year |
|
|
Total comprehensive income for the year |
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J.C. & R.H. Palmer Limited
(Registration number: 01233923)
Balance Sheet as at 31 March 2024
Note |
2024 |
2023 |
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Fixed assets |
|||
Tangible assets |
|
|
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Investment property |
|
|
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Other financial assets |
30,712 |
30,712 |
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Current assets |
|||
Stock |
|
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Debtors |
|
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Cash at bank and in hand |
|
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|
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||
Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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|
|
Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
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Share premium reserve |
|
|
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Capital redemption reserve |
|
- |
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Retained earnings |
|
|
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Shareholders' funds |
|
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Approved and authorised by the
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J.C. & R.H. Palmer Limited
Statement of Changes in Equity
for the Year Ended 31 March 2024
Share capital |
Share premium |
Capital redemption reserve |
Retained earnings |
Total |
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At 1 April 2023 |
|
|
- |
|
|
Profit for the year |
- |
- |
- |
|
|
Dividends |
- |
- |
- |
( |
( |
Purchase of own share capital |
(308,768) |
- |
308,768 |
(11,684,422) |
(11,684,422) |
At 31 March 2024 |
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|
|
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 April 2022 |
|
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Profit for the year |
- |
- |
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Dividends |
- |
- |
( |
( |
At 31 March 2023 |
1,000,000 |
80,215 |
36,623,227 |
37,703,442 |
J.C. & R.H. Palmer Limited
Statement of Cash Flows
for the Year Ended 31 March 2024
Note |
2024 |
2023 |
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Cash flows from operating activities |
|||
Profit for the year |
|
|
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Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
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Changes in fair value of investment property |
( |
- |
|
(Profit)/loss on disposal of tangible assets excluding properties |
( |
|
|
Finance income |
( |
( |
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Finance costs |
|
|
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Loss/(profit) on disposal of properties |
(65,000) |
192,171 |
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Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Decrease/(increase) in stock |
|
( |
|
Increase in trade and other debtors |
( |
( |
|
Increase/(decrease) in trade and other creditors |
|
( |
|
Cash generated from operations |
|
|
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
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Proceeds from sale of tangible assets |
|
|
|
Proceeds from sale of investment properties |
|
|
|
Net cash flows from investing activities |
|
|
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Payments for purchase of own shares |
( |
- |
|
Proceeds from other borrowing draw downs |
6,000,000 |
- |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
( |
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
Cash and cash equivalents at 1 April 2023 |
|
|
|
Cash and cash equivalents at 31 March 2024 |
2,873,574 |
6,741,395 |
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements are presented in Sterling (£) and have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period. If the revision affects both current and future periods then it is recognised in both the current and future periods.
The judgement that has had the most significant effect on amounts recognised in the financial statements is the revaluation of the investment properties. The company engages independent valuation specialists periodically to assist the directors in determining the fair value of these assets. The carrying amount is £14,939,000 (2023 - £14,055,000).
Turnover recognition
Turnover comprises amounts receivable for goods and services supplied and rents received net of VAT and trade discounts. Turnover is recognised on despatch of goods to customers and rental income is recognised in the period for which it is receivable.
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Foreign currency transactions and balances
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated into the respective functional currency of the entity at the rates prevailing on the reporting
period date. Non-monetary items carried at fair value that are denominated in foreign currencies are
retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current 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 operates and generates taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the 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 that are expected to apply to the reversal of the timing difference.
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.
Deferred tax liabilities are presented within provisions for liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and liabilities relate to income taxes levied by the same tax authority on the same taxable entity.
Tangible assets
Tangible assets are stated at cost, less accumulated depreciation and accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Depreciation
Depreciation is charged so as to write off the cost of assets less their residual value, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Buildings freehold |
Straight line over 50 years |
Land and buildings leasehold |
Over the life of the lease in equal amounts |
Plant and equipment |
Straight line over 3 to 20 years |
Motor vehicles |
Straight line over 4 years |
Investment property
Goodwill
Positive goodwill is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life. It is reviewed for impairment at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.
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 |
Straight line over 5 years |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. 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 receivables.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are initially measured at fair value net of transaction costs and subsequently at amortised cost using the effective interest method, less any impairment.
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Stock
Stock is stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the weighted average cost method. In the case of manufactured goods, cost comprises direct materials, direct labour and an appropriate proportion of manufacturing overheads.
Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the 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 subsequently measured at amortised cost using the effective interest method.
Other financial liabilities are initially measured at fair value, net of transaction costs and subsequently at amortised cost using the effective interest method.
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.
Reserves
Called up share capital represents the nominal value of shares that have been issued.
Share premium account includes any premiums received on the issue of share capital. Transaction costs associated with the issuing of shares are deducted from the share premium.
Capital redemption reserve represents the nominal value of shares purchased and cancelled by the company using its own distributable reserves.
Profit and loss account includes all current and prior period profits and losses.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Defined contribution pension obligation
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payments obligations.
The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
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.
Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
2024 |
2023 |
|
Sale of goods |
|
|
Rental income |
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
2024 |
2023 |
|
Depreciation expense |
|
|
(Profit)/loss on disposal of property, plant and equipment |
( |
|
Other interest receivable and similar income |
2024 |
2023 |
|
Interest income on bank deposits |
|
|
Interest payable and similar expenses |
2024 |
2023 |
|
Interest on bank overdrafts and borrowings |
|
- |
Interest expense on other finance liabilities |
|
|
|
|
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Production |
|
|
Administration and support |
|
|
Sales |
|
|
Distribution |
|
|
|
|
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Directors' remuneration |
The directors' remuneration for the year was as follows:
2024 |
2023 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
780,409 |
656,588 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2024 |
2023 |
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
2024 |
2023 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
Auditors' remuneration |
2024 |
2023 |
|
Audit of the financial statements |
|
|
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Taxation |
Tax charged/(credited) in the profit and loss account
2024 |
2023 |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
- |
( |
515,537 |
343,226 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
( |
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2024 |
2023 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
Tax increase/(decrease) from capital gains |
|
( |
Tax increase from changes in tax provisions due to legislation |
|
- |
Total tax charge |
|
|
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Intangible assets |
Goodwill |
Total |
|
Cost or valuation |
||
At 1 April 2023 |
|
|
At 31 March 2024 |
|
|
Amortisation |
||
At 1 April 2023 |
|
|
At 31 March 2024 |
|
|
Carrying amount |
||
At 31 March 2024 |
- |
- |
At 31 March 2023 |
- |
- |
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Tangible assets |
Land and buildings |
Motor vehicles |
Plant and machinery |
Total |
|
Cost or valuation |
||||
At 1 April 2023 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
- |
( |
- |
( |
Transfers to/from investment property |
( |
- |
- |
( |
At 31 March 2024 |
|
|
|
|
Depreciation |
||||
At 1 April 2023 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
- |
( |
- |
( |
At 31 March 2024 |
|
|
|
|
Carrying amount |
||||
At 31 March 2024 |
|
|
|
|
At 31 March 2023 |
|
|
|
|
Included within the net book value of land and buildings above is £17,081,332 (2023 - £17,149,209) in respect of freehold land and buildings and £1,386 (2023 - £1,439) in respect of long leasehold land and buildings.
Restriction on title and pledged as security
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Investment properties |
2024 |
|
At 1 April 2023 |
|
Disposals |
( |
Transfers to and from land and buildings |
|
Fair value adjustments |
|
At 31 March 2024 |
|
Domestic and commercial investment properties, which are all freehold, were revalued to fair value at 31 March 2016 based on a valuation undertaken by professional valuers. Subsequent professional valuations have been undertaken, most recently in 2024 a sample of domestic investment properties was valued by Ian Vicary MRICS FISVA, of Vicary & Co, and all commercial investment properties were valued by Nigel Jones FRICS ACIArb, of Chesters Commercial. The valuers are independent with recent experience in the location and class of the investment property being valued. The directors have re-assessed the valuation of domestic and commercial property as at 31 March 2024 with reference to the professional valuations, their knowledge of the local market and statistical market analysis and trends.
Land classified as investment property was revalued on 31 March 2024 by the directors.
The historical cost of the investment property is £2,845,048 (2023 - £2,826,230).
There are no restrictions on the realisability or remittance of income and proceeds of disposal from investment property.
Other financial assets (current and non-current) |
Financial assets at fair value through profit and loss |
Total |
|
Non-current financial assets |
||
Cost or valuation |
||
At 1 April 2023 |
30,712 |
30,712 |
At 31 March 2024 |
30,712 |
30,712 |
Carrying amount |
||
At 31 March 2024 |
|
30,712 |
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Stock |
2024 |
2023 |
|
Raw materials and consumables |
|
|
Work in progress |
|
|
Finished goods and goods for resale |
|
|
|
|
Debtors |
Current |
2024 |
2023 |
Trade debtors |
|
|
Other debtors |
|
|
Prepayments |
|
|
Accrued income |
|
|
|
|
Cash and cash equivalents |
2024 |
2023 |
|
Cash on hand |
|
|
Cash at bank |
|
|
|
|
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Creditors |
Note |
2024 |
2023 |
|
Due within one year |
|||
Trade creditors |
|
|
|
Social security and other taxes |
|
|
|
Other creditors |
|
|
|
Accruals and deferred income |
|
|
|
Corporation tax |
|
|
|
Bank borrowings |
185,000 |
- |
|
|
|
||
Due after one year |
|||
Loans and borrowings |
|
|
|
Other non-current financial liabilities |
|
|
|
6,204,151 |
387,091 |
Deferred tax and other provisions |
Deferred tax |
Total |
|
At 1 April 2023 |
|
|
Additional provisions |
|
|
At 31 March 2024 |
|
|
|
Deferred tax
Deferred tax assets and liabilities:
2024 |
Asset |
Liability |
Accelerated tax depreciation |
- |
|
Fair value of investment property |
- |
|
- |
|
2023 |
Asset |
Liability |
Accelerated tax depreciation |
- |
|
Fair value of investment property |
- |
|
- |
|
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Loans and borrowings |
Current loans and borrowings
2024 |
2023 |
|
Bank borrowings |
|
- |
Directors' current accounts |
|
|
|
|
Non-current loans and borrowings
2024 |
2023 |
|
Bank borrowings |
|
- |
Other borrowings |
|
|
|
|
Bank borrowings
The company has a £6m bank facility which was drawn down in August 2023 to part fund the share buyback along with its own cash reserves.
|
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. |
£ |
No. |
£ |
|
|
|
511,232 |
|
700,000 |
|
|
180,000 |
|
300,000 |
|
|
|
|
Rights, preferences and restrictions
Ordinary shares have the following rights, preferences and restrictions: |
Preference shares have the following rights, preferences and restrictions: |
Share transactions
The company undertook a share buyback in the year. 188,768 ordinary shares and 120,000 preference shares were purchased for £11.5m and subsequently cancelled.
Dividends |
Interim dividends paid
2024 |
2023 |
|||
Interim dividend of £ |
|
|
||
Commitments |
Other financial commitments
The total amount of other financial commitments not provided in the financial statements was £
Contingent liabilities |
The company has provided a guarantee to H M Revenue & Customs. The amount guaranteed is £180,000 (2022 - £180,000).
J.C. & R.H. Palmer Limited
Notes to the Financial Statements
for the Year Ended 31 March 2024
Related party transactions |
Key management personnel
Key management personnel are considered to be the directors of the company. Disclosure of key management compensation is therefore within the directors' remuneration note.
Summary of transactions with key management
The company maintains unsecured current accounts with some of its directors that are payable on demand. Interest is charged at 5% over base and a total of £9,157 (2023 - £8,003) was paid to these directors.
The company acts as an agent for these directors, collecting rent and arranging repairs on privately owned properties. All these amounts are posted to the current accounts. During the year the company charged these two directors a fee of £7,887 (2023 - £8,515) for these services.
During the year ordinary share dividends of £nil (2023 - £nil) and preference share dividends of £5,850 (2023 - £9,750) were paid to these directors.
At the balance sheet date the amount due to these directors was £84,410 (2023 - £131,290). This is included within creditors and other borrowings.
Share buyback
The company entered into an agreement to purchase shares from one of the shareholders by way of five tranches. During the year the first tranche of 188,768 ordinary shares and 120,000 preference shares was purchased for consideration of £11,500,000. The payment profile of the remaining tranches by the accounting year they are contracted to complete is below:
2026: £2,500,000
2027: £1,000,000
2028: £1,000,000
2029: £1,000,000
Non adjusting events after the financial period |
|
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £