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Registration number: 04585071

Bergamot Ventures Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 30 April 2024

 

Bergamot Ventures Limited

Contents

Balance Sheet

1

Notes to the Unaudited Financial Statements

2 to 7

 

Bergamot Ventures Limited

(Registration number: 04585071)
Balance Sheet as at 30 April 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

4

25,112

26,219

Current assets

 

Cash at bank and in hand

 

176,392

196,679

Creditors: Amounts falling due within one year

5

(727,197)

(732,209)

Net current liabilities

 

(550,805)

(535,530)

Net liabilities

 

(525,693)

(509,311)

Capital and reserves

 

Called up share capital

100

100

Retained earnings

(525,793)

(509,411)

Shareholders' deficit

 

(525,693)

(509,311)

For the financial year ending 30 April 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 29 January 2025 and signed on its behalf by:
 

Mr M Stupples
Director

   
     
 

Bergamot Ventures Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 April 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 is:
C/o Milsted Langdon LLP
Winchester House
Deane Gate Avenue
Taunton
TA1 2UH

These financial statements were authorised for issue by the Board on 29 January 2025.

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 United Kingdom and Republic of Ireland and the Companies Act 2006' (as applicable to companies subject to the small companies' regime). The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and far view.

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 prepared in sterling, which is the functional currency of the company, and rounded to the nearest £.

Going concern

The company has suffered a loss this year and has a deficit in reserves. At the balance sheet date the company had net liabilities of £525,693 (2023: 509,311).

The company’s main creditors are its two shareholders, who hold shareholder loan notes worth £359,699 (2023: £357,133) each following a repayment of £nil (2023: £115,000) each, interest charged of £18,065 (2023: £10,200) and an exchange rate gain of £15,500 (2023: £19,710 loss) each during the year. The shareholders have confirmed that they will not recall these loan notes for at least 12 months from the date these accounts have been signed, except to the extent that the directors agree to repay notes with surplus cash available for this purpose.

For the reasons outlined above, the directors consider that the company will continue to trade for the foreseeable future and accordingly the accounts are prepared on a going concern basis.

 

Bergamot Ventures Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 April 2024

Judgements and key sources of estimation uncertainty

In the application of the company’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 the 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.

The significant judgements exercised by the directors in the preparation of these financial statements were the impairment provisions required to the company’s fixed asset investments.

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.

Tax

The tax expense for the period comprises current 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 income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

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

Investments

Interests in unlisted entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assess for impairment at each reporting date and any impairment losses or reversals are recognised immediately in profit or loss.

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.

 

Bergamot Ventures Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 April 2024

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

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

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a new basis or to realise the asset and settle the liability simultaneously.

Basic financial assets and liabilities are initially measure at transaction price including transaction costs are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial instrument is measure at the present value of the future receipts or payments discounted at a market rate of interest.

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year was 2 (2023 - 2).

4

Investments

2024
£

2023
£

Investments in associates

25,112

26,219

 

Bergamot Ventures Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 April 2024

The directors believe that the carrying amount of financial assets carried at amortised cost in the financial statements approximate their fair values.

Associates

£

Cost

At 1 May 2023

26,219

Exchange differences

(1,107)

At 30 April 2024

25,112

Carrying amount

At 30 April 2024

25,112

At 30 April 2023

26,219

 

Bergamot Ventures Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 April 2024

5

Creditors

Due within one year

Note

2024
£

2023
£

 

Trade creditors

 

-

6,264

Amounts due to related parties

6

719,397

714,267

Other creditors

 

-

194

Accruals

 

7,800

11,484

 

727,197

732,209

6

Related party transactions

Summary of transactions with other related parties

Other related parties are considered to be the joint shareholders of the company.
 
During the year the company continued to be charged interest, and incurred foreign exchange differences on loans from other related parties.

Interest is charged on the loans at the Bank of England base rate. The loans are unsecured and repayable on demand.

 

 

Bergamot Ventures Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 April 2024

Loans from related parties

2024

Other related parties
£

Total
£

At start of period

714,267

714,267

Interest transactions

36,131

36,131

Foreign exchange differences

(31,001)

(31,001)

At end of period

719,397

719,397

2023

Other related parties
£

Total
£

At start of period

884,447

884,447

Repaid

(230,000)

(230,000)

Interest transactions

20,399

20,399

Foreign exchange differences

39,421

39,421

At end of period

714,267

714,267

7

Parent and ultimate parent undertaking


 
The company is a joint venture between Lochindaal Ventures Limited, whose registered office is C/O Milsted Langdon LLP, Winchester House, Deane Gate Avenue, Taunton, United Kingdom, TA1 2UH, and Uberior Europe Limited, whose registered office is The Mound, Edinburgh, EH1 1YZ and as such it is the directors' view that there is no ultimate controlling party.

The ultimate controlling party of Lochindaal Ventures Limited at the start of the year was Warwick Street (KSI) LLP, an English limited liability Partnership. During the year the shares held by Warwick Street (KSI) LLP were transferred to a bare trust with the LLP members as beneficiaries.

The ultimate controlling party of Uberior Europe Limited is Lloyds Banking Group PLC, a company registered in Scotland.