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Registered number: 11468957









TRIBROSIS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2024

 
TRIBROSIS LIMITED
 
 
COMPANY INFORMATION


Directors
E Dawson 
J B Dowling 
J T Dowling 
T A Dowling 
P R Dowling 




Registered number
11468957



Registered office
274-278 Wickham Road

Shirley

Croydon

CR0 8BJ




Independent auditors
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA





 
TRIBROSIS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Consolidated Statement of Comprehensive Income
 
8
Consolidated Balance Sheet
 
9 - 10
Company Balance Sheet
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14 - 15
Notes to the Financial Statements
 
16 - 33


 
TRIBROSIS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024

Introduction
 
The directors present their strategic report accompanying the financial statements for the year ended 30 April 2024.

The principal activity of the company is that of a holding company. The group's principal activity during the period was that of the operation of motor service stations and ancillary services.

Business review
 
Trading conditions hardened during the year. Fuel volumes were down 16.5% on the previous year due to a more competitive pricing stance by the supermarkets and the closure of Edenbridge to reline the tanks. However, overall an increased Gross Profit Margin of 29.0% was achieved (2023 – 24.6%). Profit before tax resulted in a margin of 9.9% (2023 – 8.5%) on trading activities. 
The directors are confident that the company will continue to trade profitably in the medium term (10years). However, the Government decision to ban all new internal combustion engines and Hybrids by 2035 represents a major challenge for the Fuels Retailing Industry. Over the coming years there will be an erosion of fuel volumes and the challenge will be to compensate for this by generating more revenue from the other profit centres viz. shops, valeting, services.
In these circumstances, the directors continue to make provisions for environmental remediation costs to protect asset value and to ensure that we will be able to transition our sites towards EV charging and complementary and alternative uses.

Principal risks and uncertainties
 
The key business risks and uncertainties affecting the group are considered to relate to:
- competition from local motor service stations
- the increasing wholesale price of petrol and diesel due to production restrictions by OPEC and the war in Ukraine
- the stability of the UK economy and inflationary pressures on costs
- new technology in the automotive market
- the Government phasing out of petrol and diesel vehicles

Financial key performance indicators
 
Given the straightforward nature of the business the company's directors are of the opinion that analysis using KPI's is not necessary for an understanding of the development, performance or position of the business. However, various KPI's are used and monitored as part of the company's management accounts and operational procedures.


This report was approved by the board on 9 December 2024 and signed on its behalf.



T A Dowling
Director

Page 1

 
TRIBROSIS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £2,660,926 (2023 - £2,002,163).

Dividends voted during the year amounted to £654,588 (2023: £682,988)

Directors

The directors who served during the year were:

E Dawson 
J B Dowling 
J T Dowling 
T A Dowling 
P R Dowling 

Future developments

The company continues to trade profitably post year end and the directors continue to look for new opportunities to grow the company.  The focus for the next financial year is on managing resources and maintaining income levels given the uncertainty in the economy and the current cost of living pressures. 

Page 2

 
TRIBROSIS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

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 period end.

Auditors

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

This report was approved by the board on 9 December 2024 and signed on its behalf.
 





T A Dowling
Director

Page 3

 
TRIBROSIS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRIBROSIS LIMITED
 

Opinion


We have audited the financial statements of Tribrosis Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 30 April 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent company's affairs as at 30 April 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 4

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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
TRIBROSIS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRIBROSIS 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. 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: 
• The engagement partner ensured that the engagement team collectively had the appropriate     competence, capabilities and skills to identify or recognise non-compliance with applicable laws and    regulations;
• We identified the laws and regulations applicable to the group through discussion with directors and    other management, and from our commercial knowledge and experience.
• The specific laws and regulations which we considered may have a direct material effect on the financial   statements or the operations of the group, are as follows;
  o Companies Act 2006.
  o FRS102.
  o Alcohol and tobacco retailing laws.
  o Health and Safety legislation.
  o Petroleum licensing.
  o Employment legislation.
  o Tax legislation.
• We assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management, reviewing board minutes,  inspecting legal correspondence and certificates of   compliance; 
• Laws and regulations were communicated within the audit team at the planning meeting, and during the    audit as any further laws and regulation were identified. The audit team remained alert to instances of    non-compliance throughout the audit; and
• As auditors of all group companies we were able to cover the above matters at a group and component    level and thereby ensure the audit team were aware of the above matters across all group companies.
We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: 
• Making enquires of management as to where they consider there was susceptibility to fraud and their    knowledge of actual suspected and alleged fraud; 
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations;
• Reviewing the financial statements and testing the disclosures against supporting documentation;
• Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspecting and testing journal entries to identify unusual or unexpected transactions;
• Assessing whether judgement and assumptions made in determining significant accounting estimates,    including stock and other provisions (in particular the contamination provision), were indicative of management bias; and
• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the    company’s usual course of business.
 
Page 6

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



The areas that we identified as being susceptible to misstatement through fraud were:
• Management bias in the estimates and judgements made;
• Management override of controls; and 
• Posting of unusual journals or transactions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


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.





Ben Bradley (Senior Statutory Auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors
Charles Lake House
Claire Causeway
Crossways Business Park
Dartford
Kent
DA2 6QA

 
Date: 
9 December 2024
Page 7

 
TRIBROSIS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024

2024
2023
Note
£
£

  

Turnover
 4 
27,056,871
31,430,731

Cost of sales
  
(19,131,587)
(23,677,094)

Gross profit
  
7,925,284
7,753,637

Administrative expenses
  
(5,429,577)
(5,533,327)

Other operating income
 5 
491,199
303,770

Operating profit
 6 
2,986,906
2,524,080

Income from fixed assets investments
  
130,011
(6,262)

Interest receivable and similar income
 11 
216,792
48,220

Interest payable and similar expenses
 12 
(18,557)
(20,849)

Profit before tax
  
3,315,152
2,545,189

Tax on profit
 13 
(654,226)
(543,026)

Profit for the financial year
  
2,660,926
2,002,163

Profit for the year attributable to:
  

Owners of the parent company
  
2,660,926
2,002,163

  
2,660,926
2,002,163

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

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 16 to 33 form part of these financial statements.

Page 8

 
TRIBROSIS LIMITED
REGISTERED NUMBER: 11468957

CONSOLIDATED BALANCE SHEET
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
357,709
403,431

Tangible assets
 16 
7,447,772
7,272,207

Investments
 17 
1,141,752
1,011,718

Investment property
 18 
5,096,696
5,096,696

  
14,043,929
13,784,052

Current assets
  

Stocks
 19 
502,735
452,451

Debtors
 20 
854,059
648,561

Cash at bank and in hand
 21 
10,597,538
7,123,685

  
11,954,332
8,224,697

Creditors: amounts falling due within one year
 22 
(10,535,537)
(8,876,450)

Net current assets/(liabilities)
  
 
 
1,418,795
 
 
(651,753)

Total assets less current liabilities
  
15,462,724
13,132,299

Creditors: amounts falling due after more than one year
 23 
(500,000)
-

Provisions for liabilities
  

Deferred taxation
 24 
(632,843)
(740,623)

Other provisions
 25 
(502,336)
(570,469)

  
 
 
(1,135,179)
 
 
(1,311,092)

Net assets excluding pension asset
  
13,827,545
11,821,207

Net assets
  
13,827,545
11,821,207


Capital and reserves
  

Called up share capital 
 26 
2,190
2,190

Merger reserve
  
8,235,476
8,235,476

Profit and loss account
  
5,589,879
3,583,541

Equity attributable to owners of the parent company
  
13,827,545
11,821,207

  
13,827,545
11,821,207


Page 9

 
TRIBROSIS LIMITED
REGISTERED NUMBER: 11468957
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 APRIL 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 December 2024.




T A Dowling
Director

The notes on pages 16 to 33 form part of these financial statements.

Page 10

 
TRIBROSIS LIMITED
REGISTERED NUMBER: 11468957

COMPANY BALANCE SHEET
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 17 
2,190
2,190

  
2,190
2,190

  

Total assets less current liabilities
  
 
2,190
 
2,190

  

  

Net assets
  
2,190
2,190


Capital and reserves
  

Called up share capital 
 26 
2,190
2,190

  
2,190
2,190


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 December 2024.




T A Dowling
Director

The notes on pages 16 to 33 form part of these financial statements.

Page 11

 
TRIBROSIS LIMITED
 

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


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 May 2023
2,190
8,235,476
3,583,541
11,821,207



Profit for the year
-
-
2,660,926
2,660,926

Dividends: Equity capital
-
-
(654,588)
(654,588)


At 30 April 2024
2,190
8,235,476
5,589,879
13,827,545



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 May 2022
2,190
8,235,476
2,264,366
10,502,032



Profit for the year
-
-
2,002,163
2,002,163

Dividends: Equity capital
-
-
(682,988)
(682,988)


At 30 April 2023
2,190
8,235,476
3,583,541
11,821,207


The notes on pages 16 to 33 form part of these financial statements.

Page 12

 
TRIBROSIS LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 May 2023
2,190
-
2,190



Profit for the year
-
654,588
654,588

Dividends: Equity capital
-
(654,588)
(654,588)


At 30 April 2024
2,190
-
2,190



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 May 2022
2,190
-
2,190



Profit for the year
-
682,988
682,988

Dividends: Equity capital
-
(682,988)
(682,988)


At 30 April 2023
2,190
-
2,190


The notes on pages 16 to 33 form part of these financial statements.

Page 13

 
TRIBROSIS LIMITED
 

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

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
2,660,926
2,002,163

Adjustments for:

Amortisation of intangible assets
45,722
29,965

Depreciation of tangible assets
110,987
101,181

Profit on disposal of investments
(23)
(22)

Interest paid
18,557
20,849

Interest received
(216,792)
(48,220)

Taxation charge
654,226
543,026

(Increase)/decrease in stocks
(50,284)
10,119

(Increase)/decrease in debtors
(205,398)
364,741

(Increase)/decrease in amounts owed by groups
(100)
-

(Decrease)/increase in creditors
(143,059)
144,551

Increase in amounts owed to groups
100
-

Increase in amounts owed to related parties
2,325,146
4,757,024

(Decrease)/increase in provisions
(68,133)
15,596

Fair value (gains)/losses recognised in P&L
(130,011)
6,282

Corporation tax (paid)
(785,106)
(588,874)

Net cash generated from operating activities

4,216,758
7,358,381


Cash flows from investing activities

Acquisition of subsidiary
-
(2,064,653)

Purchase of tangible fixed assets
(286,552)
(22,438)

Purchase of investment properties
-
(3,496,696)

Interest received
216,792
48,220

Net cash from investing activities

(69,760)
(5,535,567)
Page 14

 
TRIBROSIS LIMITED
 

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


2024
2023

£
£



Cash flows from financing activities

Repayment of loans
-
(1,159,792)

Dividends paid
(654,588)
(682,988)

Interest paid
(18,557)
(20,849)

Net cash used in financing activities
(673,145)
(1,863,629)

Net increase/(decrease) in cash and cash equivalents
3,473,853
(40,815)

Cash and cash equivalents at beginning of year
7,123,685
7,164,500

Cash and cash equivalents at the end of year
10,597,538
7,123,685


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
10,597,538
7,123,685

10,597,538
7,123,685


The notes on pages 16 to 33 form part of these financial statements.

Page 15

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1.


General information

Tribrosis Limited is a private company limited by shares and incorporated in England and Wales. The registered office address of the company is 274-8 Wickham Road, Shirley, Croydon, Surrey, CR0 8BJ. 
The principal activity of the company is that of a holding company. The group's principal activity during the period was that of the operation of motor service stations and ancillary services.

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 merger method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

  
2.3

Merger reserve

The merger reserve on consolidation arose when the company acquired shares in Petrocell Holdings Limited, a subsidiary company, on 30 April 2019 as part of a group reorganisation. 

Page 16

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.4

Revenue

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 measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Interest income

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

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 17

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.8

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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

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

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

 
2.10

Intangible assets

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 of 20 years.
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.

Page 18

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.11

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. Capital contributions received from key suppliers to assist with capital expenditure are deducted from the cost.

Depreciation is provided on the following bases:

Freehold property
-
Not depreciated
Plant and machinery
-
10%-20% straight line
Motor vehicles
-
25% straight line

The group has not provided for depreciation on land and buildings and has therefore not complied with the Companies Act 2006 requirements. It is the group's policy to maintain its properties in a sound state of repair and, accordingly, the directors consider that the economic lives of the properties are so long and the residual value at such a level that depreciation would be inappropriate.
The asset's 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 within 'administration expenses' in the statement of comprehensive income.

  
2.12

Investment property

Investment property is carried at fair value determined annually by the directors, and external valuers where necessary, and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted group shares and managed investment funds, whose market value can be reliably determined, are remeasured to market value at each balance sheet 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.

 
2.14

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 balance sheet 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.

Page 19

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

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.

 
2.19

Financial instruments

The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in
Page 20

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)

the assets of the group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.20

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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

a) Critical judgements in applying the group's accounting policies
No significant judgements have had to be made by the group in preparing these financial statements.
b) Key accounting estimates and assumptions
The group has made key assumptions regarding the useful economic life of intangible and tangible
fixed assets and this is further described in note 2.10 and 2.11 of the accounting policies.
The group has made key accounting estimates regarding the contamination provision in note 25 with the assistance of a third party environmental specialist.
The group has made key assumptions and estimates regarding the fair value of investment properties as further described in note 2.12.
 


4.


Turnover

The whole of the turnover is attributable to principal activity of the group.

All turnover arose within the United Kingdom.

Page 21

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

5.


Other operating income

2024
2023
£
£

Other operating income
3,642
5,909

Net rents receivable
337,557
147,861

Management charge receivable
150,000
150,000

491,199
303,770



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
110,987
100,529

Amortisation of intangible fixed assets
45,722
42,968

Other operating lease rentals
88,678
102,305


7.


Auditors' remuneration

2024
2023
£
£

Fees payable to the group's auditor for the audit of the group's annual financial statements
14,400
14,900

Fees payable to the group's auditor in respect of:

All other services
10,470
17,090

Page 22

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

8.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
3,535,944
3,328,233

Social security costs
386,700
384,805

Cost of defined contribution scheme
153,195
363,584

4,075,839
4,076,622


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



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









Forecourt and workshop
94
87
-
-



Administration
18
17
5
5

112
104
5
5


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
129,129
133,856

Group contributions to defined contribution pension schemes
50,000
297,194

179,129
431,050


During the year retirement benefits were accruing to 1 director (2023 - 4) in respect of defined contribution pension schemes.

Page 23

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

10.


Income from investments

2024
2023
£
£

Income from fixed asset investments
130,011
(6,262)

130,011
(6,262)







11.


Interest receivable

2024
2023
£
£


Other interest receivable
216,792
48,220

216,792
48,220


12.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
718
8,849

Other loan interest payable
15,000
12,000

Other interest payable
2,839
-

18,557
20,849


13.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
762,312
510,426

Adjustments in respect of previous periods
(306)
-


Total current tax
762,006
510,426

Deferred tax


Origination and reversal of timing differences
(107,780)
32,600


Tax on profit
654,226
543,026
Page 24

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19/25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
3,315,152
2,545,189


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
828,788
483,586

Effects of:


Non-tax deductible amortisation of goodwill and impairment
4,298
5,693

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(26,237)
2,838

Depreciation for the year in excess of capital allowances
(44,843)
5,467

Deferred tax movement
(107,780)
32,600

Change in tax rate
-
12,842

Total tax charge for the year
654,226
543,026


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


14.


Dividends

2024
2023
£
£


Dividends equity capital
654,588
682,988

654,588
682,988

Page 25

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

15.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 May 2023
912,528



At 30 April 2024

912,528



Amortisation


At 1 May 2023
509,097


Charge for the year on owned assets
45,722



At 30 April 2024

554,819



Net book value



At 30 April 2024
357,709



At 30 April 2023
403,431



Page 26

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

16.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Motor vehicles
Total

£
£
£
£



Cost or valuation


At 1 May 2023
6,937,240
1,563,572
39,600
8,540,412


Additions
77
260,158
26,317
286,552



At 30 April 2024

6,937,317
1,823,730
65,917
8,826,964



Depreciation


At 1 May 2023
-
1,228,605
39,600
1,268,205


Charge for the year on owned assets
-
104,487
6,500
110,987



At 30 April 2024

-
1,333,092
46,100
1,379,192



Net book value



At 30 April 2024
6,937,317
490,638
19,817
7,447,772



At 30 April 2023
6,937,240
334,967
-
7,272,207


17.


Fixed asset investments

Group





Unlisted investments

£



Cost or valuation


At 1 May 2023
1,011,718


Additions
16,141


Disposals
(1,500)


Revaluations
115,393



At 30 April 2024
1,141,752




Page 27

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Company





Investments in subsidiary companies

£



Cost or valuation


At 1 May 2023
2,190



At 30 April 2024
2,190





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the company:

Name

Principal activity

Class of shares

Holding

Petrocell Holdings Limited
Motor service station operator
Ordinary
100%


Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the company:

Name

Principal activity

Class of shares

Holding

South Godstone Garage Limited *
Previously property investment, but now dormant
Ordinary
100%

* Held via Petrocell Holdings Limited

Page 28

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

18.


Investment property

Group


Freehold investment property

£



Valuation


At 1 May 2023
5,096,696



At 30 April 2024
5,096,696







19.


Stocks

Group
Group
2024
2023
£
£

Goods for resale
502,735
452,451

502,735
452,451


Page 29

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

20.


Debtors

Group
Group
2024
2023
£
£

Due after more than one year

Other debtors
55,256
251,566

Prepayments and accrued income
-
883

55,256
252,449

Due within one year

Trade debtors
38,145
54,615

Amounts owed by group undertakings
100
-

Other debtors
751,517
328,018

Prepayments and accrued income
9,041
13,479

854,059
648,561



21.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
10,597,538
7,123,685

10,597,538
7,123,685



22.


Creditors: Amounts falling due within one year

Group
Group
2024
2023
£
£

Trade creditors
1,669,983
1,709,645

Amounts owed to group undertakings
100
-

Amounts owed to related parties
7,269,340
4,944,194

Corporation tax
326,446
349,546

Other taxation and social security
360,666
430,473

Other creditors
283,181
739,077

Accruals and deferred income
625,821
703,515

10,535,537
8,876,450


Page 30

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

23.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Other creditors
500,000
-

500,000
-





24.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
(740,623)
(169,648)


Charged to profit or loss
107,780
(570,975)



At end of year
(632,843)
(740,623)

Company


2024
2023






At end of year
-
-
The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
77,275
30,932

Rolled over gains on disposal of assets
171,316
171,316

On revaluation of freehold and investment property
384,252
538,375

632,843
740,623

Page 31

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

25.


Provisions


Group



Dilapidations
Warranty
Contaminations
Total

£
£
£
£





At 1 May 2023
200,000
34,735
335,734
570,469


Charged to profit or loss
-
-
31,867
31,867


Utilised in year
(100,000)
-
-
(100,000)



At 30 April 2024
100,000
34,735
367,601
502,336

The contamination provision is for expected soil contamination remediation costs when fuel tanks at petrol service stations need to be replaced or removed.


26.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2,190 (2023 - 2,190) Ordinary of £1.00 each
2,190
2,190



27.


Pension commitments

The group operates three defined contribution pension schemes. The assets of the schemes are held seperately from those of the group in independently administered funds. The pension cost charge represents contributions payable by the group to these funds and amounted to £153,195 (2023: £363,584).

Page 32

 
TRIBROSIS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

28.


Related party transactions

Included within other creditors due within one year are amounts due to the directors of £131,966 (2023: £141,490) and within amounts owed to related parties due within one year is an amount of £7,269,340 (2023: £4,944,194) due to an entity under common control.
Directors had an interest in dividends paid in the year amounting to £654,588 
(2023: £682,988).
During the period the group paid rent amounting to £52,000 
(2023: £52,000) to the Petrocell Limited Executive Pension Scheme.
During the year a management charge of £150,000l 
(2023: £150,000) has been received from a company under common control.
Included within other debtors are amounts owed from a director totalling £603,151 
(2023: £387,533). Interest is being charged on this loan at a commercial rate and amounted to £13,502 (2023: £11,382) the year, and the loan is secured by a mortgage charge over a freehold property owned by the director and is being repaid by instalments.
 


29.


Controlling party

The ultimate controlling party is J B Dowling.

 
Page 33