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Company registration number: 09949620







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MAY 2024


WHATMORE HOLDINGS LIMITED






































img0541.png                        

 


WHATMORE HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Directors
M. F. Nash 
C. J. Nash (appointed 5 November 2024)




Registered number
09949620



Registered office
Whatmore House
136 South Street

Dorking

Surrey

RH4 2EU




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Ashcombe House

5 The Crescent

Leatherhead

Surrey

KT22 8DY





 


WHATMORE HOLDINGS LIMITED
 



CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated statement of financial position
10
Company statement of financial position
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 29


 


WHATMORE HOLDINGS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024

Introduction
 
The directors present the strategic report for the year ended 31 May 2024.

Business review
 
Whatmore Holdings Ltd is the holding company of the trading business Bryan W Nash & Sons Ltd whose principal strategic focus remains the supply of high-quality ingredients to the global food industry.
The year was marked by declining grain and beverage prices, which put pressure on margins and volumes. However, our strong, long-standing relationships with trusted suppliers and customers have helped the business effectively navigate these challenges.
The business has continued to address these market challenges with ongoing investment, implementing a new IT system during the financial year.

Principal risks and uncertainties
 
Key areas of business risk include supply chain management and service delivery, product quality and compliance to BRC standards, working capital management and currency exposure risk. 
Management is focused on nurturing strong relationships with current customers and suppliers, while also developing new customers and markets to prevent fragmentation of traditional supply chains and foster growth. 
Continual investment in both existing and new resources across all business functions has ensured that service levels remain high as the company continues to grow. 
The business retains a prudent and measured approach to working capital management and currency hedging to mitigate any potential risks.

Financial key performance indicators
 
The consolidated accounts have been prepared to include Ashtree Commodities Ltd (non-trading) and Bryan Nash & Sons Ltd and its subsidiary companies Nash Beverages Ingredients Ltd . Group turnover of £ 53,724,579 for the year represented a 3% increase over the prior year and operating profit after tax was £ 3,378,407 for 2024 versus £ 4,310,228 for 2023. For year ended 31 May 2024 net current assets amounted to £ 15,741,885 in year compared to £ 13,583,893 in year ended 31 May 2023.

Future Developments
 
The Directors are optimistic about the future of the business and are committed to investing in people, systems, and processes to enhance customer service levels and uphold corporate compliance in an increasingly complex market environment.

Page 1

 


WHATMORE HOLDINGS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Section 172 Companies Act 2006

In performing their duties, the directors of Whatmore Holdings Limited, are required to act in a way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its shareholders, and in so doing have regard (amongst other matters) to:
The desirability of the group maintaining a reputation for high standards of business conduct. The group has a robust code of conduct in place, ensuring that all employees understand and adhere to business practices. This includes measures to prevent corruption, fraud, and other activities that could harm the group's reputation. Group policies and procedures are documented in the staff handbook which is required reading for all employees. Monthly senior management meetings take place to ensure that business updates are shared across all functions.
The need to foster the group's business relationships with suppliers, customers, and others. In supplier and customer relationships, the group prioritizes transparency, trade practices, and ethical conduct. It actively seeks to build long-term, mutually beneficial partnerships. The commercial team regularly meets with customers and suppliers either through in-person visits or via online conferencing platforms to foster and maintain strong business relationships.
The likely consequences of any decision in the long term. Before making a major investment decision, the board thoroughly assesses the potential long-term consequences, considering not only immediate financial gains but also the sustainability and resilience of the investment over time. A significant investment was the approval of a new ERP system which went through an extensive evaluation and tender process to ensure that it best met the strategic needs of the business. 
The interests of the group's employees. The group actively engages with employees through regular communication channels, implements policies that support employee well-being and encourages professional development. Regular performance reviews are conducted during which matters of staff development and training are determined.  Monthly senior management meetings are conducted at which commercial and group policy matters are communicated for onward cascading to all staff.  Additionally, there are opportunities for one-on-one sessions with the HR Manager to address any individual employee concerns. 
The impact of the group's operations on the community and the environment. Whatmore looks to secure employees and service providers from within the immediate local community wherever feasible to do so.  The business complies with the packaging regulations as per the Extended Producer Responsibility (EPR) legislation, which is carefully monitored by the Quality department. 
The directors must also consider the group's responsibilities to promote the success of the group while having regard to the need to act fairly between members of the group.  When making decisions that may affect different classes of shareholders, the board considers their different interests and strives to achieve fairness, possibly through consultation of all shareholder groups and board minutes maintained accordingly.   
 

Streamlines Energy and Carbon Reporting (SECR)

The Directors have assessed electricity consumption reports provided by British Gas relating to Whatmore House, 136 South Street, Dorking, Surrey, England, RH4 2EU for the reporting period. These show a consumption of 22,774kWh (2023:14,706 kWh). The Directors considered all significant energy sources and have concluded that the Group is exempt from reporting under the current regulations.


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



M. F. Nash
Director

Date: 27 November 2024

Page 2

 


WHATMORE HOLDINGS LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024

The directors present their report and the financial statements for the year ended 31 May 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;

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

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.

Principal activity

The group's principal activity during the year continued to be that of commodity trading.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £3,156,139 (2023 -£4,038,578).

The directors have declared a dividend of £1,305,796 (2023: £2,233,796) in the year.

Director

The director who served during the year was:

M. F. Nash 

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

There have been no significant events affecting the Group since the year end.

Page 3

 


WHATMORE HOLDINGS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Auditors

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

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





M. F. Nash
Director

Date: 27 November 2024

Page 4

 


WHATMORE HOLDINGS LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WHATMORE HOLDINGS LIMITED

Opinion


We have audited the financial statements of Whatmore Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 May 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 31 May 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 Director 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 Director 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 5

 


WHATMORE HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WHATMORE HOLDINGS 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 Director' 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 3, the Director 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 Director 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 Director 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 Director either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 


WHATMORE HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WHATMORE HOLDINGS 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 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:
-  The Companies Act 2006;
-  Financial Reporting Standard 102;
-  UK Employment Legislation;
-  General Data Protection Regulations;
-  British Retail Consortium Global Standards;
-  UK Tax Legislation; and
-  UK Health and Safety legislation.
• 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 the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the Group secretary. We corroborated our inquiries through our review of board minutes.
• 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 financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the Group engagement team and component auditors/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;
 - Challenging assumptions and judgements made by management in it's significant accounting estimates; 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 journals to the accounting software which are of a non-routine nature in terms of timing and     amount; 
 - Timing of revenue recognition. 
 - The use of management override of controls to manipulate results, or to cause the Group to enter into     transactions not in it's best interests.


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
Page 7

 


WHATMORE HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WHATMORE HOLDINGS LIMITED (CONTINUED)

Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Caroline Milton FCA (Senior statutory auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Ashcombe House
5 The Crescent
Leatherhead
Surrey
KT22 8DY

27 November 2024
Page 8

 


WHATMORE HOLDINGS LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024

2024
2023
Note
£
£

  

Turnover
 4 
53,724,579
52,125,849

Cost of sales
  
(46,872,965)
(44,247,389)

Gross profit
  
6,851,614
7,878,460

Administrative expenses
  
(2,060,592)
(1,879,714)

(Losses) from changes in fair value of forward contracts
 18 
(406,964)
(409,771)

Operating profit
 5 
4,384,058
5,588,975

(Losses)/gains on revaluation of investments
  
110,430
(13,250)

Interest receivable and similar income
 8 
166,683
20,846

Profit before taxation
  
4,661,171
5,596,571

Tax on profit
 9 
(1,282,764)
(1,286,343)

Profit for the financial year
  
3,378,407
4,310,228

  

  

Total comprehensive income for the year
  
3,378,407
4,310,228

Profit for the year attributable to:
  

Non-controlling interests
  
222,268
271,650

Owners of the parent Company
  
3,156,139
4,038,578

  
3,378,407
4,310,228

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
222,268
271,650

Owners of the parent Company
  
3,156,139
4,038,578

  
3,378,407
4,310,228

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 29 form part of these financial statements.

Page 9

 


WHATMORE HOLDINGS LIMITED
REGISTERED NUMBER:09949620



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 11 
866,223
1,118,575

Tangible assets
 12 
33,085
27,932

  
899,308
1,146,507

Current assets
  

Stocks
 14 
1,794,538
1,866,194

Debtors
 15 
6,372,057
8,966,428

Current asset investments
 16 
859,326
748,896

Cash at bank and in hand
  
13,566,459
8,910,691

  
22,592,380
20,492,209

Creditors: amounts falling due within one year
 17 
(6,850,495)
(6,908,316)

Net current assets
  
 
 
15,741,885
 
 
13,583,893

Total assets less current liabilities
  
16,641,193
14,730,400

Provisions for liabilities
  

Deferred taxation
 19 
(123,423)
(75,017)

  
 
 
(123,423)
 
 
(75,017)

Net assets
  
16,517,770
14,655,383


Capital and reserves
  

Called up share capital 
 20 
10,225,000
10,225,000

Profit and loss account
 21 
6,226,835
4,376,492

Non-controlling interests
  
65,935
53,891

  
16,517,770
14,655,383


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




M. F. Nash
Director

Date: 27 November 2024

The notes on pages 16 to 29 form part of these financial statements.

Page 10

 


WHATMORE HOLDINGS LIMITED
REGISTERED NUMBER:09949620



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 13 
10,225,000
10,225,000

  
10,225,000
10,225,000

Current assets
  

Debtors
 15 
1,255
18,168

Cash at bank and in hand
  
6,487,742
3,177,385

  
6,488,997
3,195,553

Creditors: amounts falling due within one year
 17 
(1,260,213)
(775,852)

Net current assets
  
 
 
5,228,784
 
 
2,419,701

Total assets less current liabilities
  
15,453,784
12,644,701

  

  

Net assets
  
15,453,784
12,644,701


Capital and reserves
  

Called up share capital 
 20 
10,225,000
10,225,000

Profit and loss account brought forward
  
2,419,701
1,528,247

Profit for the year
  
4,114,879
3,125,250

Other changes in the profit and loss account

  

(1,305,796)
(2,233,796)

Profit and loss account carried forward
  
5,228,784
2,419,701

  
15,453,784
12,644,701


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




M. F. Nash
Director

Date: 27 November 2024

The notes on pages 16 to 29 form part of these financial statements.

Page 11

 


WHATMORE HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£


At 1 June 2022
10,225,000
2,571,710
12,796,710
7,391
12,804,101


Comprehensive income for the year

Profit for the year
-
4,038,578
4,038,578
271,650
4,310,228

NCI share movement
-
-
-
10,000
10,000
Total comprehensive income for the year
-
4,038,578
4,038,578
281,650
4,320,228


Contributions by and distributions to owners

Dividends: Equity capital
-
(2,233,796)
(2,233,796)
(235,150)
(2,468,946)


Total transactions with owners
-
(2,233,796)
(2,233,796)
(235,150)
(2,468,946)



At 1 June 2023
10,225,000
4,376,492
14,601,492
53,891
14,655,383


Comprehensive income for the year

Profit for the year
-
3,156,139
3,156,139
222,268
3,378,407
Total comprehensive income for the year
-
3,156,139
3,156,139
222,268
3,378,407


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,305,796)
(1,305,796)
(210,224)
(1,516,020)


Total transactions with owners
-
(1,305,796)
(1,305,796)
(210,224)
(1,516,020)


At 31 May 2024
10,225,000
6,226,835
16,451,835
65,935
16,517,770


The notes on pages 16 to 29 form part of these financial statements.

Page 12

 


WHATMORE HOLDINGS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 June 2022
10,225,000
1,528,247
11,753,247


Comprehensive income for the year

Profit for the year
-
3,125,250
3,125,250
Total comprehensive income for the year
-
3,125,250
3,125,250


Contributions by and distributions to owners

Dividends: Equity capital
-
(2,233,796)
(2,233,796)


Total transactions with owners
-
(2,233,796)
(2,233,796)



At 1 June 2023
10,225,000
2,419,701
12,644,701


Comprehensive income for the year

Profit for the year
-
4,114,879
4,114,879
Total comprehensive income for the year
-
4,114,879
4,114,879


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,305,796)
(1,305,796)


Total transactions with owners
-
(1,305,796)
(1,305,796)


At 31 May 2024
10,225,000
5,228,784
15,453,784


The notes on pages 16 to 29 form part of these financial statements.

Page 13

 


WHATMORE HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
3,378,407
4,310,228

Adjustments for:

Amortisation of intangible assets
389,479
335,329

Depreciation of tangible assets
14,959
12,643

Interest received
(166,683)
(19,355)

Taxation charge
1,252,533
1,273,192

Decrease/(increase) in stocks
71,656
(59,728)

Decrease/(increase) in debtors
2,281,315
(2,181,998)

Increase in creditors
58,960
190,731

Net fair value (gains)/losses recognised in P&L
(110,430)
13,250

Corporation tax (paid)
(1,007,852)
(914,555)

Net cash generated from operating activities

6,162,344
2,959,737


Cash flows from investing activities

Purchase of intangible fixed assets
(137,127)
(168,479)

Purchase of tangible fixed assets
(20,112)
(17,277)

Interest received
166,683
19,355

Net cash from investing activities

9,444
(166,401)

Cash flows from financing activities

Issue of ordinary shares
-
10,000

Dividends paid
(1,305,796)
(2,233,796)

Non-controlling interest dividends paid
(210,224)
(235,150)

Net cash used in financing activities
(1,516,020)
(2,458,946)

Net increase in cash and cash equivalents
4,655,768
334,390

Cash and cash equivalents at beginning of year
8,910,691
8,576,301

Cash and cash equivalents at the end of year
13,566,459
8,910,691


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
13,566,459
8,910,691

13,566,459
8,910,691


The notes on pages 16 to 29 form part of these financial statements.

Page 14

 


WHATMORE HOLDINGS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MAY 2024




At 1 June 2023
Cash flows
At 31 May 2024
£

£

£

Cash at bank and in hand

8,910,691

4,655,768

13,566,459


8,910,691
4,655,768
13,566,459

The notes on pages 16 to 29 form part of these financial statements.

Page 15

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

1.


General information

Whatmore Holdings Limited is a private Group limited by shares and incorporated in England and Wales. The address of the registered office is disclosed on the Company information page.
The financial statements are presented in sterling which is the functional currency of the company and rounded the nearest £.

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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to    retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at
Page 16

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)


2.3
Foreign currency translation (continued)

period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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

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.

 
2.4

Revenue

Revenue is derived from the sale of wheat and other wholesale products. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is recognised on contractual agreements based on the International Commercial Terms and is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Pensions

Defined contribution pension plan

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

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

 
2.7

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
Page 17

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)


2.7
Current and deferred taxation (continued)

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.

 
2.8

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life which is deemed 10 years.

Other intangible assets

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

Computer software assets represent the capitalised costs incurred by the Group in implementing its finance system. Computer software is amortised over a period of 3 years as this is the directors' best estimate of the period for which the software will be utilised before a replacement or upgrade is required.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.9

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Office equipment
-
25%
per annum straight line method

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


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

Page 18

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment and held within fixed assets.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in unlisted company shares are held within current assets. 

 
2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

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

 
2.12

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.

 
2.13

Financial instruments

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

 
2.14

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.

Page 19

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Determining the fair value of FX contracts is an area of significant judgement. The directors review the FX contracts
and make a judgement based on the valuation provided by the bank of the profit/loss on each contract at the
year end.
Determining the provision for slow moving or obsolete stock is an area of significant judgement. The directors review
the slow moving stock items and make a judgement on a case by case basis, they consider no stock provision is
required for the year ending 31 May 2024.


4.


Turnover

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


2024
2023
£
£

Sale of goods
53,724,579
52,125,849

53,724,579
52,125,849


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
39,539,714
34,600,792

Rest of Europe
13,127,313
10,993,062

Rest of the world
1,057,552
6,531,995

53,724,579
52,125,849



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation
14,959
12,463

Amortisation
389,479
335,329

(Losses)/gain from changes in fair value of forward contracts
(241,444)
409,696

Exchange differences
406,964
23,443

Page 20

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

6.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Group's auditor and its associates for the audit of the Company annual financial statements
5,750
5,225


Fees payable to the Group's auditor and its associates for the audit of the Subsidaries annual financial statements
17,500
23,900

All other fees in relation to the Company
5,370
5,000

All other fees in relation to the Subsidaries
9,425
12,685


7.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
894,369
747,701

Social security costs
101,843
80,682

Cost of defined contribution scheme
86,458
80,766

1,082,670
909,149


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


        2024
        2023
            No.
            No.







Administration
13
10



Sales
3
3

16
13


8.


Interest receivable

2024
2023
£
£


Other interest receivable
166,683
20,846

166,683
20,846

Page 21

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,204,127
1,232,984

Adjustments in respect of previous periods
30,231
13,151


1,234,358
1,246,135


Total current tax
1,234,358
1,246,135

Deferred tax


Origination and reversal of timing differences
48,406
40,208

Total deferred tax
48,406
40,208


Tax on profit
1,282,764
1,286,343

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -20%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
4,661,171
5,596,571


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -20%)
1,165,293
1,119,314

Effects of:


Non-tax deductible amortisation of goodwill and impairment
83,832
67,048

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,727
90,816

Fixed asset differences
-
(8,779)

Adjustments to tax charge in respect of prior periods
30,912
13,151

Non-taxable income
(27,608)
-

Chargeable gains
27,608
(2,648)

Remeasurement of deferred tax charges in tax rates
-
8,186

Movement in deferred tax not recognised
-
(745)

Total tax charge for the year
1,282,764
1,286,343

Page 22

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

10.


Dividends

2024
2023
£
£


Dividends on ordinary shares
1,305,796
2,233,796

1,305,796
2,233,796


11.


Intangible assets

Group





Computer software
Goodwill
Total

£
£
£



Cost


At 1 June 2023
168,479
3,353,285
3,521,764


Additions - internal
137,127
-
137,127



At 31 May 2024

305,606
3,353,285
3,658,891



Amortisation


At 1 June 2023
-
2,403,189
2,403,189


Charge for the year on owned assets
54,150
335,329
389,479



At 31 May 2024

54,150
2,738,518
2,792,668



Net book value



At 31 May 2024
251,456
614,767
866,223



At 31 May 2023
168,479
950,096
1,118,575

The Company has no intangible assets.



Page 23

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

12.


Tangible fixed assets

Group






Office equipment

£



Cost or valuation


At 1 June 2023
65,850


Additions
20,112



At 31 May 2024

85,962



Depreciation


At 1 June 2023
37,918


Charge for the year on owned assets
14,959



At 31 May 2024

52,877



Net book value



At 31 May 2024
33,085



At 31 May 2023
27,932

The Company has no tangible assets. 


13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 June 2023
10,225,000



At 31 May 2024
10,225,000




The Group has no investments.

Page 24

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Bryan W. Nash & Sons Limited
Ordinary
99%
Nash Beverage Ingredients Limited *
Ordinary
75%
Ashtree Commodities Limited
Ordinary
100%

*Indirect subsidiaries
All group companies are included within the consolidated financial statements and have the same registered office address as Whatmore Holdings Limited, which can be found on the company information page.
The Company has fully guaranteed all liabilities of Nash Beverage Ingredients Limited (Company number: 13166482). The subsidiary is therefore exempt from audit obligations in accordance with section 479A of the Companies Act. 


14.


Stocks

Group
Group
2024
2023
£
£

Finished goods and goods for resale
1,794,538
1,866,194

1,794,538
1,866,194


The difference between purchase price or production cost of stocks and their replacement cost is not material.

The Company has no stock.

Page 25

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

15.


Debtors

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

Due after more than one year

Other debtors
-
29,825
-
-

-
29,825
-
-

Due within one year

Trade debtors
6,289,565
8,287,193
-
-

Amounts owed by group undertakings
-
-
-
18,168

Other debtors
32,477
286,339
1,255
-

Prepayments and accrued income
50,015
363,071
-
-

6,372,057
8,966,428
1,255
18,168



16.


Current asset investments

Group
Group
2024
2023
£
£

Unlisted investments
859,326
748,896

859,326
748,896




Group
2024
Group
2023
£
£



Opening fair value
748,896
762,146

(Losses)/Gains on remeasurement to fair value
110,430
(13,250)

Market value
859,326
748,896



The company has no current asset investments.

Page 26

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

17.


Creditors: Amounts falling due within one year

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

Trade creditors
4,484,296
4,812,610
-
7,157

Amounts owed to group undertakings
-
-
876,967
225,135

Corporation tax
901,331
1,018,112
371,626
530,659

Other taxation and social security
574,301
23,030
-
1,282

Other creditors
302,657
314,310
-
-

Accruals and deferred income
346,466
287,768
11,620
11,619

Financial instruments
241,444
452,486
-
-

6,850,495
6,908,316
1,260,213
775,852



18.


Financial instruments measured at fair value

Group
Group
2024
2023
£
£



Financial liabilities

Financial instruments measured at fair value through profit or loss
(241,444)
(452,486)


The movement in fair value in respect of financial instruments of £406,964 (2023 - £409,771) has been recognised in administrative expenses. 


The Company have no financial liabilities held at fair value.


19.


Deferred taxation


Group



2024


£






At beginning of year
(75,017)


Charged to profit or loss
(48,406)



At end of year
(123,423)

Page 27

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
 
19.Deferred taxation (continued)







Group
Group
2024
2023
£
£

Fixed asset timing differences
(71,135)
(49,103)

Short term timing differences
1,812
579

Capital gains
(54,100)
(26,493)

(123,423)
(75,017)

The Company has no deferred tax.


20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



5,214,750 (2023 -5,214,750) Ordinary A shares shares of £1.00 each
5,214,750
5,214,750
4,052,750 (2023 -4,052,750) Ordinary B shares shares of £1.00 each
4,052,750
4,052,750
460,000 (2023 -460,000) Ordinary C shares shares of £1.00 each
460,000
460,000
460,000 (2023 -460,000) Ordinary D shares shares of £1.00 each
460,000
460,000
12,500 (2023 -12,500) Ordinary E shares shares of £1.00 each
12,500
12,500
12,500 (2023 -12,500) Ordinary F shares shares of £1.00 each
12,500
12,500
12,500 (2023 -12,500) Ordinary G shares shares of £1.00 each
12,500
12,500

10,225,000

10,225,000

Each ordinary share carries voting rights and there are no restrictions on the distribution of dividends.
The shares rank pari passu.



21.


Reserves

Share capital

The share capital account represents the par value of the shares allotted in the company.

Profit and loss account

The profit and loss account contains the balance of retained earnings to carry forward. It is fully distributable and shown as part of shareholders' reserves on the balance sheet.

Page 28

 


WHATMORE HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

22.


Commitments under operating leases

At 31 May 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
21,912
40,443

Later than 1 year and not later than 5 years
9,142
31,054

31,054
71,497
The Company had no commitments under non-cancelable operating leases.


23.


Controlling party

The ultimate controlling party is M F Nash by virtue of his shareholding. 

 
Page 29