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Registration number: 11672173

Banchory Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 March 2024

 

Banchory Holdings Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 9

Consolidated Profit and Loss Account

10

Consolidated Statement of Comprehensive Income

11

Consolidated Balance Sheet

12

Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Financial Statements

17 to 38

 

Banchory Holdings Limited

Company Information

Directors

J E Hanson

N J Hanson

S H C Morrish

J G Bason

Registered office

Unit 4 Nucleus Park
Central Way
London
NW10 7XT

Auditors

Sterlings Ltd
Lawford House
Albert Place
London
N3 1QA

 

Banchory Holdings 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 company is primarily an investment entity and owns 100% of the share capital of La Tua Pasta Limited, whose principal activity is that of the manufacture and sale of food products.

Fair review of the business

Sales increased by 16% from the prior year as a result of efforts to increase penetration in both individually owned and chain Italian restaurants. In addition the group launched new ready meal products which grew from a very low base. Profit before tax was £194,957 for ,the year, a substantial increase compared to the loss of £744,471 in 2023 which was still affected by the aftermath of the Covid lockdowns that had a significantly deleterious effect on the hospitality industry. The group also opened up export markets outside the European Union. Sales on the consumer focused website continued at a lower base and the group does not see this as a growth area as distribution costs reduce profitability for this route to market.

As at the balance sheet date the group had net liabilities of £4,102,096 compared with £4,010,600 as at 31 March 2023.

The group maintains a healthy liquidity position and has made significant capital investments in its manufacturing sites to allow it to have capacity to remain on a growth track. Towards the end of the year it shut its Bicester restaurant for three weeks for a significant refurbishment which has added additional covers as well as improving the kitchen layout. The group now has a five year lease on this location and since the refurbishment sales have exceeded the prior year on a monthly basis.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2024

2023

Turnover

£

16,604,337

14,273,764

Gross profit margin

%

41

41

Operating profit/(loss)

£

753,244

(250,915)

Principal risks and uncertainties

The group is subject to the fluctuation in commodity prices most notably for its major ingredients of flour and eggs. These can vary significantly and the group cannot always pass on increased costs in a timely fashion. The group is also exposed to fluctuations in the Pound-Euro exchange rate against which it conducts limited hedging operations. The enhanced costs on exporting to countries in the European Union and the changing documentation required by the French customs services at the port has forced the return of a number of truckloads of product. Labour costs continue to rise and the increased employer’s national insurance costs outlined in the budget will only add to this. As a result the group has been forced to look closely at the number of employees and is investigating labour saving and cost reduction strategies wherever possible.

 

Banchory Holdings Limited

Strategic Report for the Year Ended 31 March 2024

Future developments

The group looks to improve on the financial performance achieved during the year. The group’s turnover and profits are expected to grow in the future and the directors continue to achieve exceptional food and services.

Approved and authorised by the Board on 29 November 2024 and signed on its behalf by:
 

.........................................
J E Hanson
Director

 

Banchory Holdings Limited

Directors' Report for the Year Ended 31 March 2024

The directors present their report and the for the year ended 31 March 2024.

Directors of the group

The directors who held office during the year were as follows:

J E Hanson

N J Hanson

The following directors were appointed after the year end:

S H C Morrish (appointed 6 June 2024)

J G Bason (appointed 6 June 2024)

Information included in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulation 2008' in the strategic report.

Disclosure of information to the auditor

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 auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 29 November 2024 and signed on its behalf by:
 

.........................................
J E Hanson
Director

 

Banchory Holdings 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 group and the company 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 and apply them consistently;

make judgements 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; and

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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Banchory Holdings Limited

Independent Auditor's Report to the Members of Banchory Holdings Limited

Opinion

We have audited the financial statements of Banchory Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated 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 group's and the parent company's affairs as at 31 March 2024 and of its loss 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 group 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 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 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.

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.

 

Banchory Holdings Limited

Independent Auditor's Report to the Members of Banchory Holdings Limited

Opinion on other matter prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 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.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the 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.

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.

 

Banchory Holdings Limited

Independent Auditor's Report to the Members of Banchory Holdings Limited

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• the Senior Statutory Auditor ensured that the audit team collectively had the appropriate competence, skills, and capabilities to identify or recognise non-compliance with applicable laws and regulations;
• we identified the laws and regulations applicable to the group and the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant industry;
• 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 group, including the Companies Act 2006, taxation legislation, and other legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where relevant; and
• 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:
• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
• 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:
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested journal entries to identify unusual transactions;
• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
• 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:
• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and
• reviewing correspondence with HM Revenue & Customs and relevant regulators.

There are inherent limitations in our audit procedures described above. The more remote 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 errors as they may involve deliberate concealments or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

Banchory Holdings Limited

Independent Auditor's Report to the Members of Banchory Holdings Limited

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.

......................................
Stephen Fenton FCA (Senior Statutory Auditor)
For and on behalf of Sterlings Ltd, Statutory Auditor

Lawford House
Albert Place
London
N3 1QA

29 November 2024

 

Banchory Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 31 March 2024

Note

2024
£

2023
£

Turnover

3

16,604,337

14,273,764

Cost of sales

 

(9,831,233)

(8,415,127)

Gross profit

 

6,773,104

5,858,637

Administrative expenses

 

(6,020,930)

(6,109,552)

Other operating income

4

1,070

-

Operating profit/(loss)

6

753,244

(250,915)

Other interest receivable and similar income

1,206

-

Interest payable and similar expenses

7

(308,283)

(276,346)

Interest on preference shares treated as debt

7

(251,210)

(217,210)

   

(558,287)

(493,556)

Profit/(loss) before tax

 

194,957

(744,471)

Tax on profit/(loss)

11

(280,560)

(51,093)

Loss for the financial year

 

(85,603)

(795,564)

Profit/(loss) attributable to:

 

Owners of the company

 

(85,603)

(795,564)

 

Banchory Holdings Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2024

2024
£

2023
£

Loss for the year

(85,603)

(795,564)

Foreign currency translation losses

(14,393)

(1,135)

Total comprehensive income for the year

(99,996)

(796,699)

Total comprehensive income attributable to:

Owners of the company

(99,996)

(796,699)

 

Banchory Holdings Limited

(Registration number: 11672173)
Consolidated Balance Sheet as at 31 March 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

12

3,614,580

4,330,564

Tangible assets

13

1,115,454

817,658

 

4,730,034

5,148,222

Current assets

 

Stocks

15

599,399

564,417

Debtors

16

1,897,102

1,915,619

Cash at bank and in hand

 

169,177

214,006

 

2,665,678

2,694,042

Creditors: Amounts falling due within one year

18

(3,977,606)

(4,058,630)

Net current liabilities

 

(1,311,928)

(1,364,588)

Total assets less current liabilities

 

3,418,106

3,783,634

Creditors: Amounts falling due after more than one year

18

(7,369,080)

(7,696,642)

Provisions for liabilities

19

(151,122)

(97,592)

Net liabilities

 

(4,102,096)

(4,010,600)

Capital and reserves

 

Called up share capital

21

108,500

100,000

Profit and loss account

(4,210,596)

(4,110,600)

Equity attributable to owners of the company

 

(4,102,096)

(4,010,600)

Shareholders' deficit

 

(4,102,096)

(4,010,600)

Approved and authorised by the Board on 29 November 2024 and signed on its behalf by:
 

.........................................
J E Hanson
Director

 

Banchory Holdings Limited

(Registration number: 11672173)
Balance Sheet as at 31 March 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

14

9,939,201

9,939,201

Current assets

 

Cash at bank and in hand

 

4,277

21,511

Creditors: Amounts falling due within one year

18

(2,090,179)

(3,489,070)

Net current liabilities

 

(2,085,902)

(3,467,559)

Total assets less current liabilities

 

7,853,299

6,471,642

Creditors: Amounts falling due after more than one year

18

(6,418,897)

(5,494,959)

Net assets

 

1,434,402

976,683

Capital and reserves

 

Called up share capital

21

108,500

100,000

Profit and loss account

1,325,902

876,683

Shareholders' funds

 

1,434,402

976,683

The company made a profit after tax for the financial year of £449,219 (2023 - profit of £216,855).

Approved and authorised by the Board on 29 November 2024 and signed on its behalf by:
 

.........................................
J E Hanson
Director

 

Banchory Holdings Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2024
Equity attributable to the parent company

Share capital
£

Profit and loss account
£

Total
£

Total equity
£

At 1 April 2023

100,000

(4,110,600)

(4,010,600)

(4,010,600)

Loss for the year

-

(85,603)

(85,603)

(85,603)

Other comprehensive income

-

(14,393)

(14,393)

(14,393)

New share capital subscribed

8,500

-

8,500

8,500

At 31 March 2024

108,500

(4,210,596)

(4,102,096)

(4,102,096)

Share capital
£

Profit and loss account
£

Total
£

Total equity
£

At 1 April 2022

100,000

(3,313,901)

(3,213,901)

(3,213,901)

Loss for the year

-

(795,564)

(795,564)

(795,564)

Other comprehensive income

-

(1,135)

(1,135)

(1,135)

At 31 March 2023

100,000

(4,110,600)

(4,010,600)

(4,010,600)

 

Banchory Holdings Limited

Statement of Changes in Equity for the Year Ended 31 March 2024

Share capital
£

Profit and loss account
£

Total
£

At 1 April 2023

100,000

876,683

976,683

Profit for the year

-

449,219

449,219

New share capital subscribed

8,500

-

8,500

At 31 March 2024

108,500

1,325,902

1,434,402

Share capital
£

Profit and loss account
£

Total
£

At 1 April 2022

100,000

659,828

759,828

Profit for the year

-

216,855

216,855

At 31 March 2023

100,000

876,683

976,683

 

Banchory Holdings Limited

Consolidated Statement of Cash Flows for the Year Ended 31 March 2024

Note

2024
£

2023
£

Cash flows from operating activities

Loss for the year

 

(85,603)

(795,564)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

1,092,231

1,333,423

(Profit)/loss on disposal of tangible assets

5

(6,105)

2,174

Finance income

(1,206)

-

Finance costs

7

559,493

493,556

Income tax expense

11

280,560

51,093

Foreign exchange gains/losses

 

13,238

1,135

 

1,852,608

1,085,817

Working capital adjustments

 

Increase in stocks

15

(34,982)

(135,528)

Decrease/(increase) in debtors

16

18,517

(269,488)

(Decrease)/increase in creditors

18

(57,758)

610,174

Cash generated from operations

 

1,778,385

1,290,975

Income taxes (paid)/received

11

(52,146)

41,126

Net cash flow used in operating activities

 

1,726,239

1,332,101

Cash flows from investing activities

 

Interest received

1,206

-

Acquisitions of tangible assets

(674,043)

(387,338)

Proceeds from sale of tangible assets

 

6,105

300

Net cash flows used in investing activities

 

(666,732)

(387,038)

Cash flows from financing activities

 

Interest paid

7

(308,283)

(276,346)

Proceeds from issue of ordinary shares, net of issue costs

 

8,500

-

Proceeds from bank borrowing draw downs

 

-

482,172

Repayment of bank borrowing

 

(1,640,155)

(850,000)

Proceeds from issue of redeemable preference shares, net of issue costs

 

850,000

-

Payments to finance lease creditors

 

(14,398)

(15,546)

Net cash flows used in financing activities

 

(1,104,336)

(659,720)

Net (decrease)/increase in cash and cash equivalents

 

(44,829)

285,343

Cash and cash equivalents at 1 April

 

214,006

(71,337)

Cash and cash equivalents at 31 March

 

169,177

214,006

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office and principal place of business is:
Unit 4 Nucleus Park
Central Way
London
NW10 7XT
United Kingdom

These financial statements were authorised for issue by the Board on 29 November 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are presented in sterling (£), which is the functional currency of the group and company. Monetary amounts in these financial statements are rounded to the nearest £.

Summary of disclosure exemptions

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
- Section 3 Financial Statement Presentation paragraph 3.17 (d) (inclusion of statement of cash flows);
- Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
- Section 11 Financial instruments paragraphs 11.42,11.44, 11.45, 11.47, 11.48 (a)(iii), 11.48(a)(iv), 11.48(b) and 11.48 (c) (disclosure relating to financial instruments) ;
- Section 26 Share based payments) disclosures of share based payments);
- Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2024.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the profit and loss account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The directors have considered post year end trading and financial results, cash reserves and committed borrowing facilities, and after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Judgements

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The group amortises its intangible assets over the assets' useful life. The useful life is a significant judgement made by the directors as it impacts the rate of amortisation of assets, and consequently, profit or loss and net assets. The directors do not necessarily consider this a key source of estimation uncertainty but accept amortisation is a material figure.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the 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.

The results of the foreign subsidiary that has a functional currency different from the presentation currency of the group is translated into the presentation currency as follows:
- Assets and liabilities for balance sheet are translated in the closing rate at the date of the balance sheet date.
- Profit and loss account are translated at average exchange rates prevailing on the transaction date. All resulting exchange rate differences are recognised in the other comprehensive income statement.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, 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 corporation 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 group operates and generates taxable income.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold land and buildings

Straight line over the life of the lease

Plant and machinery

15% straight line

Motor vehicles

20% straight line

Fixtures and fittings

25% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Goodwill is amortised on a straight line basis over its useful economic life.

Asset class

Amortisation method and rate

Goodwill

10% Straight line

Investments

Investments in the parent company balance sheet are measured at cost less accumulated impairment.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

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.

Trade 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 group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stock to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group 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.

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 group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

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 general meeting.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3

Revenue

The analysis of the group's revenue for the year by class of business is as follows:

2024
£

2023
£

Sale of goods

16,604,337

14,273,764

The analysis of the group's turnover for the year by market is as follows:

2024
£

2023
£

UK

15,840,567

13,618,046

Europe

763,770

655,718

16,604,337

14,273,764

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2024
£

2023
£

Insurance claim

1,070

-

5

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2024
£

2023
£

Gain/(loss) on disposal of tangible assets

6,105

(2,174)

6

Operating profit/(loss)

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

376,247

617,439

Amortisation expense

715,984

715,984

Foreign exchange losses/(gains)

13,238

(18,025)

Operating lease expense - property

864,100

848,585

Operating lease expense - plant and machinery

39,166

18,506

(Profit)/loss on disposal of property, plant and equipment

(6,105)

2,174

7

Interest payable and similar expenses

2024
£

2023
£

Bank interest payable

-

1,652

Bank loan interest

213,119

205,695

Hire purchase interest

3,393

818

Other loan interest

71,042

68,181

Other interest

20,729

-

308,283

276,346

Interest on preference shares treated as debt

251,210

217,210

 

559,493

493,556

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

4,813,742

4,327,998

Social security costs

463,681

446,894

Pension costs, defined contribution scheme

88,813

85,499

Other employee expense

30,844

69,926

5,397,080

4,930,317

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Administration and support

176

170

Directors

2

2

178

172

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

125,000

97,083

Contributions paid to money purchase schemes

2,250

2,813

127,250

99,896

10

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

19,686

17,671

Other fees to auditors

All other non-audit services

-

3,000


 

Fees payable to the group's auditor for the audit of the company's annual financial statements were £6,250 (2023: £5,000).
 

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

11

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

227,030

52,146

UK corporation tax adjustment to prior periods

-

1,865

227,030

54,011

Deferred taxation

Arising from changes in tax rates and laws

53,530

(2,918)

Tax expense in the income statement

280,560

51,093

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 25% (2023 - 19%).

The differences are reconciled below:

2024
£

2023
£

Profit/(loss) before tax

194,957

(744,471)

Corporation tax at standard rate

45,506

(141,449)

Increase in UK and foreign current tax from adjustment for prior periods

-

1,865

Tax (decrease)/increase from effect of capital allowances and depreciation

(73,159)

4,443

Tax increase/(decrease) from other short-term timing differences

53,530

(2,918)

Effect of expense not deductible in determining taxable profit (tax loss)

254,683

181,821

Tax increase from other tax effects

-

7,331

Total tax charge

280,560

51,093

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

12

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 April 2023

7,159,841

7,159,841

At 31 March 2024

7,159,841

7,159,841

Amortisation

At 1 April 2023

2,829,277

2,829,277

Amortisation charge

715,984

715,984

At 31 March 2024

3,545,261

3,545,261

Carrying amount

At 31 March 2024

3,614,580

3,614,580

At 31 March 2023

4,330,564

4,330,564

The company had no intangible assets as at 31 March 2024 or 31 March 2023.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

13

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost or valuation

At 1 April 2023

405,274

2,466,491

182,739

3,054,504

Additions

373,889

300,154

-

674,043

Disposals

-

-

(10,371)

(10,371)

At 31 March 2024

779,163

2,766,645

172,368

3,718,176

Depreciation

At 1 April 2023

337,714

1,804,457

94,675

2,236,846

Charge for the year

52,051

292,842

31,354

376,247

Eliminated on disposal

-

-

(10,371)

(10,371)

At 31 March 2024

389,765

2,097,299

115,658

2,602,722

Carrying amount

At 31 March 2024

389,398

669,346

56,710

1,115,454

At 31 March 2023

67,560

662,034

88,064

817,658

Included within the net book value of land and buildings above is £389,398 (2023 - £67,560) in respect of short leasehold land and buildings.
 

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2024
£

2023
£

Motor Vehicles

47,341

66,396

   

The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

14

Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

La Tua Pasta Limited

Unit 4 Nucleus Park
Central Way
London NW10 7XT

Ordinary shares

100%

100%

 

United Kingdom

     

La Tua Pasta (Ireland) Limited

Coliemore House
Level 100
Dalkey
Co.Dublin

Ordinary shares

100%

100%

 

Ireland

     

Subsidiary undertakings

La Tua Pasta Limited

The principal activity of La Tua Pasta Limited is the manufacture and sale of fresh pasta and related products.

La Tua Pasta (Ireland) Limited

The principal activity of La Tua Pasta (Ireland) Limited is is the import of pasta and sale to business clients.

Company

2024
£

2023
£

Investments in subsidiaries

9,939,201

9,939,201

Subsidiaries

£

Cost or valuation

At 1 April 2023

9,939,201

Carrying amount

At 31 March 2024

9,939,201

At 31 March 2023

9,939,201

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

15

Stocks

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Raw materials and consumables

456,108

401,152

-

-

Finished goods and goods for resale

143,291

163,265

-

-

599,399

564,417

-

-

16

Debtors

 

Group

Company

Current

2024
£

2023
£

2024
£

2023
£

Trade debtors

1,457,815

1,313,739

-

-

Other debtors

170,356

331,408

-

-

Prepayments

268,931

270,472

-

-

 

1,897,102

1,915,619

-

-

17

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash on hand

1,666

11,871

-

-

Cash at bank

167,511

202,135

4,277

21,511

169,177

214,006

4,277

21,511

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

18

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

22

1,085,034

1,524,187

-

850,000

Trade creditors

 

971,773

960,668

-

-

Amounts due to related parties

26

-

-

996,151

1,536,501

Social security and other taxes

 

252,364

118,181

-

-

Other payables

 

1,152,371

1,137,628

1,087,778

1,086,569

Accruals

 

289,034

265,820

6,250

16,000

Income tax liability

11

227,030

52,146

-

-

 

3,977,606

4,058,630

2,090,179

3,489,070

Due after one year

 

Loans and borrowings

22

5,209,757

5,575,157

4,470,160

3,620,160

Other non-current financial liabilities

 

2,159,323

2,121,485

1,948,737

1,874,799

 

7,369,080

7,696,642

6,418,897

5,494,959

19

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 April 2023

97,592

97,592

Movements for fixed assets timing differences

53,530

53,530

At 31 March 2024

151,122

151,122

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

20

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £88,813 (2023 - £85,499).

The amount of non-cancellable operating lease payments recognised as an expense during the year was £16,974 (2023 - £15,748).

21

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £1 each

80,500

80,500

72,000

72,000

A Ordinary shares of £1 each

28,000

28,000

28,000

28,000

108,500

108,500

100,000

100,000

During the year, 8,500 ordinary shares of £1 each were issued at par.

Shares classified as debt

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Redeemable preference shares of £1 each

2,900,160

2,900,160

2,900,160

2,900,160

Redeemable preference A shares of £10,000 each

72

720,000

72

720,000

Redeemable preference B shares of £0.10 each

850,000

85,000

-

-

3,750,232

3,705,160

2,900,232

3,620,160

Share premium

2024

2023

£

£

Redeemable preference B shares

765,000

765,000

765,000

765,000

During the year, 850,000 redeemable preference B shares of £0.10 each were issued for cash consideration of £1 each.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

The rights attached to the different share classes as follows:

Redemption Rights

The Company's Articles set out the priority upon which redemption of the Redeemable Preference Shares, the Redeemable Preference A Shares and the Redeemable Preference B Shares shall take place being:

(1)

Firstly the Redeemable Preference B Shares in issue until they have all been redeemed;

(2)

Secondly the Redeemable Preference A Shares in issue until they have all been redeemed;

(3)

Thirdly the Redeemable Preference Shares in issue until they have all been redeemed.

a.

the Initial Redemption Value (£1.25 per Redeemable Preference B Share) if the redemption is on or prior to 31 March 2027 or

b.

the Secondary Redemption Value (the Initial Redemption Value plus 8% per annum increase thereafter until redeemed) if it is after 31 March 2027

Redeemable Preference Shares

The holders of the Redeemable Preference Shares shall be entitled to redeem the Redeemable Preference Shares in whole or in part at for the redemption value of £1.00 per Redeemable Preference Share, provided always that the holders of the Redeemable Preference Shares have obtained the written consent of the board of directors prior to such redemption.

Redeemable Preference A Shares

The holders of the Redeemable Preference A Shares shall be entitled to redeem the Redeemable Preference Shares in whole or in part for the redemption value of £10,000 per Redeemable Preference A Share ("Redemption Value"), provided always that the holders of the Redeemable Preference A Shares have obtained the written consent of the board of directors prior to such redemption.

Should the board require a shareholder holding Redeemable Preference A Shares to redeem all or part of their holding of the Redeemable Preference A Shares at the Redemption Value (whether with or without other members of the Redeemable Preference A Shares class having to do so) ("Redemption Requirement") then the board can give written notice to any Redeemable Preference A Share shareholder of the Redemption Requirement where upon notice, the Redeemable Preference A Share shareholder shall do all things required by the Board to give effect to the Redemption Requirement within the period stated in such notice and failing which the board may act as the irrevocable duly appointed agent of the holder of the Redeemable Preference A Shares to elect a director to sign any necessary documents including a stock transfer form on behalf of such Redeemable Preference A shareholder.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Redeemable Preference B Shares

If the Company decide by way of a board resolution that the holders of the Redeemable Preference B Shares are required to redeem their Redeemable Preference B Shares in whole or in part prior to 31 March 2027, the redemption value will be £1.25 per Redeemable Preference B Share ("Initial Redemption Value"), provided always that there is no obligation on the Company to redeem the Redeemable Preference B Shares on or prior to 31 March 2027 and the Company may decide by way of a board resolution that the holders of the Redeemable Preference B Shares are required to redeem their Redeemable Preference B Shares after 31 March 2027 where upon the holders of the Redeemable Preference B Shares shall be required to redeem their Redeemable Preference B Shares in whole or in part at the Initial Redemption Value plus an increase of 8% per annum on the Initial Redemption Value until the Redeemable Preference B Shares are redeemed ("Secondary Redemption Value").

Upon any member subscribing for a Redeemable Preference B Shares, that holder shall be entitled to subscribe for 1 Ordinary Share of £1.00 for every 100 Redeemable Preference B Shares that they subscribe for provided always that such member shall elect to subscribe for the additional Ordinary Share of £1.00 each and fully pays for the same ("First Additional Shares").

In addition to the First Additional Shares, if the holder of a Redeemable Preference B Share has not had the Company redeem its Redeemable Preference B Share on or before 31 March 2027, then the holders of Redeemable Preference B Shares may subscribe for an additional 2 Ordinary Shares of £1.00 each for every 100 Redeemable Preference B Shares that they hold ("Second Additional Shares"), this right for Second Additional Shares must be exercised by the holders of Redeemable Preference B Shares on notice to the Company on or before 31 March 2028 thereafter the right to subscribe for such Second Additional Shares will cease.

All the holders of any class of shares in the Company including Ordinary Shares waive all pre-emption rights that they may have to in relation to the allotment of the First Additional Shares and Second Additional Shares.

Income Rights

A Ordinary Shares (Discretionary A Ordinary Dividend)

At the discretion of the Board of Directors the A Ordinary Shares may receive a dividend up to £100,000 per annum during each financial year ("Discretionary A Ordinary Dividend") which may be declared without any other dividend being declared on any other class of shares in the Company and there is no obligation on the Board of Directors to declare the Discretionary A Ordinary Dividend.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Redeemable Preference A Shares

Once the Redeemable Preference B Shares have been fully redeemed by the Company, then each Redeemable Preference A Share shall be entitled to a fixed annual cumulative dividend of 6% of the par value of on the capital for the time being paid up on that share ("Redeemable Preference A Dividend") but not on the Redemption Value and such Redeemable Preference A Dividend shall be paid in priority of any declared but unpaid dividends relating to the Redeemable Preference Dividend, Ordinary Shares and A Ordinary Shares but not in priority of the Discretionary A Ordinary Dividend.

Redeemable Preference Shares

Once the Redeemable Preference B Shares have been fully redeemed by the Company, then each Redeemable Preference Share shall be entitled to a fixed annual cumulative dividend of 6% of the par value of on the capital for the time being paid up on that share ("Redeemable Preference Dividend") and such Redeemable Preference Dividend shall be paid in priority of any declared but unpaid dividends relating to the Ordinary Shares and A Ordinary Shares but not in priority of the Discretionary A Ordinary Dividend, and Redeemable Preference A Dividend.

Ordinary Shares and A Ordinary Shares (not to include the Discretionary A Ordinary Dividend):

Once all the three classes of redeemable preference shares being: (i) the Redeemable Preference Shares, (ii) Redeemable Preference A Shares and (iii) Redeemable Preference B Shares have been fully redeemed the Company then declare a dividend on the Ordinary Shares and the A Ordinary Shares (but not to include the Discretionary A Ordinary Dividend) then any profits which are available in respect of the Company and which are resolved to be distributed in any financial year or period by the Board of Directors of the Company from time to time in its absolute discretion shall be distributed pro-rata amongst the holders of the Ordinary Shares and A Ordinary Shares at such combined rates as decided by the Board of Directors from time to time other than the Discretionary A Ordinary Dividend. The board of directors are entitled to make a distribution on the Ordinary Shares and A Ordinary Shares without making a distribution on any other class of shares.

Redeemable Preference B Shares

The holders of Redeemable Preference B Shares shall have no rights to income.

Capital Rights

Ordinary Shares, A Ordinary Shares, Redeemable Preference Shares, Redeemable Preference A Shares and Redeemable Preference B Shares

On a sale or a return of assets on liquidation or otherwise the assets of the Company remaining after payment of debts, liabilities and the costs charges and expenses of any such liquidation and available for distribution, shall be distributed to the Redeemable Preference Shares, Redeemable Preference A Shares, the Redeemable Preference B Shares, the Ordinary Shares and the A Ordinary Shares as follows:

On a sale or a return of assets on liquidation or otherwise the assets of the Company remaining after payment of debts, liabilities and the costs charges and expenses of any such liquidation and available for distribution, shall be distributed to the Redeemable Preference Shares, Redeemable Preference A Shares, the Redeemable Preference B Shares, the Ordinary Shares and the A Ordinary Shares as follows:

1.

Firstly, to the holders of the Redeemable Preference B Shares at either:

2.

Secondly, after the distribution of the Redeemable B Capital, to the holders of the Redeemable Preference A Shares at the Redemption Value (£10,000 per Redeemable Preference A Share) in issue and payment of a sum equal to any arrears or accruals of the Redeemable Preference A Dividend, whether or not earned or declared, calculated down to and including the date of the return of capital ("Redeemable A Capital");

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

3.

Thirdly, after the distribution of the Redeemable B Capital and the Redeemable A Capital, to the holders of the Redeemable Preference Shares at a fixed capital value of £1.00 per Redeemable Preference Share in issue and payment of a sum equal to any arrears or accruals of the Redeemable Preference Dividend, whether or not earned or declared, calculated down to and including the date of the return of capital ("Redeemable Capital"); and

4.

Fourthly, the excess (if any) over the Redeemable B Capital, Redeemable A Capital and Redeemable Capital shall be distributed pro rata to the number of Ordinary Shares and A Ordinary Shares in issue.

Voting Rights

Redeemable Preference Shares

A Redeemable Preference Share shall not confer on the holder the right to receive notice of or to attend or to vote either in person or by proxy at any general meeting unless the business of the meeting includes the consideration of a resolution varying any of the rights attached to the Redeemable Preference Shares in which case a Redeemable Preference Share shall confer on the holder the right to attend and vote at the meeting either in person or by proxy; and on a poll, a Redeemable Preference Shareholder shall have one vote for every Redeemable Preference Share held by them.

Redeemable Preference A Shares

A Redeemable Preference A Share shall not confer on the holder the right to receive notice of or to attend or to vote either in person or by proxy at any general meeting unless the business of the meeting includes the consideration of a resolution varying any of the rights attached to the Redeemable Preference A Shares in which case a Redeemable Preference A Share shall confer on the holder the right to attend and vote at the meeting either in person or by proxy; and on a poll, a Redeemable Preference A Shareholder shall have one vote for every Redeemable Preference A Share held by them.

Redeemable Preference B Shares

A Redeemable Preference B Share shall not confer on the holder the right to receive notice of or to attend or to vote either in person or by proxy at any general meeting unless the business of the meeting includes the consideration of a resolution varying any of the rights attached to the Redeemable Preference B Shares in which case a Redeemable Preference B Share shall confer on the holder the right to attend and vote at the meeting either in person or by proxy; and on a poll, a Redeemable Preference B Shareholder shall have one vote for every Redeemable Preference B Share held by them.

Ordinary Shares and A Ordinary Shares

Each holder of Ordinary Shares and A Ordinary Shares present in person or by proxy or corporate representative shall be entitled on a show of hands to one vote and on a poll to one vote for every Ordinary Share or A Ordinary Shares of which he is the holder.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

22

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

720,000

1,920,000

-

-

Finance lease liabilities

19,597

34,997

-

-

Redeemable preference shares

4,470,160

3,620,160

4,470,160

3,620,160

5,209,757

5,575,157

4,470,160

3,620,160

Current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

1,069,017

1,509,172

-

850,000

Finance lease liabilities

16,017

15,015

-

-

1,085,034

1,524,187

-

850,000

Group

Bank borrowings

The company had a loan with AIB denominated in £ which incurs interest at LIBOR plus a margin of 3.5%. The final instalment was paid during the year.The carrying amount at year end is £Nil (2023 - £850,000).

The group has a Coronavirus Business Interruption Loan denominated in £ which incurs interest at the base rate plus a margin of 4.25%. The final instalment is due on 28 August 2026. The carrying amount at year end is £1,440,000 (2023 - £2,097,000).

 

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

23

Obligations under hire purchase contracts

Group

Hire purchase

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

16,017

15,672

Later than one year and not later than five years

19,597

34,340

35,614

50,012

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

480,000

480,000

Later than one year and not later than five years

1,440,000

1,920,000

Later than five years

1,357,151

1,357,151

3,277,151

3,757,151

The amount of non-cancellable operating lease payments recognised as an expense during the year was £864,100 (2023 - £848,585).

24

Security

Group

Security

There are fixed and floating charges over the assets of the group in favour of Banchory Investments Limited, Caroline Anne Renee Boggian (as security agents), AIB Group (UK) P.L.C and Santander UK P.L.C.

 

Banchory Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

25

Analysis of changes in net debt

Group

At 1 April 2023
£

Financing cash flows
£

At 31 March 2024
£

Cash and cash equivalents

Cash

11,871

(10,205)

1,666

Cash equivalents

202,135

(34,624)

167,511

214,006

(44,829)

169,177

Borrowings

Short term borrowings

(1,524,187)

439,157

(1,085,030)

Long term borrowings

(5,575,157)

365,400

(5,209,757)

(7,099,344)

804,557

(6,294,787)

 

(6,885,338)

759,728

(6,125,610)

26

Related party transactions

Company

Summary of transactions with other related parties

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are wholly owned part of the company.

Interest payable include amounts payable to the redeemable preference shareholders of £251,210 (2023 - £217,210). As at the year end, the cumulative interest payable to the redeemable preference shareholders amounted to £1,087,779 (2023 - £836,569).

Amounts owed to related parties for redeemable preference shares are as described in note 22.

The directors were the only key management personnel in the current and prior period.

27

Parent and ultimate parent undertaking

In the opinion of the directors there is no ultimate controlling party.