IRIS Accounts Production v24.3.2.46 15086504 Board of Directors 30.6.24 21.8.23 30.6.24 30.6.24 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. a holding company. true true false true true false false false true false B ordinary 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh150865042023-08-20150865042024-06-30150865042023-08-212024-06-30150865042023-08-2015086504ns15:EnglandWales2023-08-212024-06-3015086504ns14:PoundSterling2023-08-212024-06-3015086504ns10:Director12023-08-212024-06-3015086504ns10:Consolidated2024-06-3015086504ns10:ConsolidatedGroupCompanyAccounts2023-08-212024-06-3015086504ns10:PrivateLimitedCompanyLtd2023-08-212024-06-3015086504ns10:Consolidatedns10:MediumEntities2023-08-212024-06-3015086504ns10:Consolidatedns10:Audited2023-08-212024-06-3015086504ns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-08-212024-06-3015086504ns10:Medium-sizedCompaniesRegimeForAccounts2023-08-212024-06-3015086504ns10:Consolidated2023-08-212024-06-3015086504ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-08-212024-06-3015086504ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForAccounts2023-08-212024-06-3015086504ns10:FullAccounts2023-08-212024-06-301508650412023-08-212024-06-3015086504ns10:OrdinaryShareClass12023-08-212024-06-3015086504ns10:Director22023-08-212024-06-3015086504ns10:RegisteredOffice2023-08-212024-06-3015086504ns5:ShareCapital2024-06-3015086504ns5:RetainedEarningsAccumulatedLosses2024-06-3015086504ns5:ShareCapital2023-08-212024-06-3015086504ns5:RetainedEarningsAccumulatedLosses2023-08-212024-06-3015086504ns5:NetGoodwill2023-08-212024-06-3015086504ns5:IntangibleAssetsOtherThanGoodwill2023-08-212024-06-3015086504ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-08-212024-06-3015086504ns5:LandBuildingsns5:OwnedOrFreeholdAssets2023-08-212024-06-3015086504ns5:PlantMachinery2023-08-212024-06-3015086504ns5:FurnitureFittings2023-08-212024-06-3015086504ns5:MotorVehicles2023-08-212024-06-3015086504ns5:ComputerEquipment2023-08-212024-06-3015086504ns5:AdditionsToInvestments2024-06-3015086504ns5:DisposalsRepaymentsInvestments2024-06-3015086504ns5:CostValuation2024-06-3015086504ns10:OrdinaryShareClass12024-06-30
REGISTERED NUMBER: 15086504 (England and Wales)







GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024

FOR

BERNHARD & CO. HOLDINGS LIMITED

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 19


BERNHARD & CO. HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024







DIRECTORS: J J Bernhard
S G Bernhard





REGISTERED OFFICE: 2 Church Walk
Rugby
Warwickshire
CV21 3AZ





REGISTERED NUMBER: 15086504 (England and Wales)





AUDITORS: Prime
Chartered Accountants
Statutory Auditor
Corner Oak
1 Homer Road
Solihull
B91 3QG

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

GROUP STRATEGIC REPORT
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


The directors present their strategic report of the company and the group for the period 21 August 2023 to 30 June 2024.

Global Leadership and Resilience in Turf Technologies
In the year under review, Bernhard & Co Group has unwaveringly upheld its global leadership in sports turf technologies, reaffirming our commitment to delivering world-class grinding machines and turf care solutions to prestigious golf courses and sports facilities across the globe. Despite unprecedented challenges, including supply chain disruptions, inflation, rising shipping costs, and workforce shortages, we have remained resolute in our strategic focus. We continue to empower our customers to achieve exceptional cutting precision with simplicity, efficiency, and accuracy.

Global Reach Amidst Continued Challenges
Our products' international presence is a testament to their unparalleled quality and effectiveness. Despite heightened demand, supply chain disruptions, and workforce shortages, we have consistently met delivery times for our products and services. Notably, 75% of the top 100 golf courses in the USA rely on our technology. By navigating these global complexities, we have made a substantial impact on raising the standards of golf courses and sports facilities worldwide.

Sustainability and Conservation Through Inflationary Pressures
In the face of inflation and increasing shipping costs, our dedication to sustainability and conservation remains steadfast. We continue to support and develop research and educational programmes, promoting environmentally responsible and sustainable practices within the turf industry. This commitment ensures the longevity and preservation of sports facilities worldwide, even in the face of economic challenges.

Innovation and Workforce Development
Despite workforce shortages, innovation remains central to our strategy. Our dedicated team has worked tirelessly to ensure the continuous development and enhancement of our product portfolio. By staying at the forefront of technological advancements, we meet our customers' evolving needs and continue to provide comprehensive solutions, including advisory and installation services for surface air movement and moisture control systems.

Principal Risks and Uncertainties
The principal risks and uncertainties are as follows:
1. Fluctuations in foreign exchange rates: The group mitigates this risk by engaging in forward exchange contracts.
2. Supply chain and workforce shortages: These issues have increased lead times for production and supply to customers.
3. Global conflict and political unrest: Ongoing conflicts, particularly in Ukraine and the Middle East, pose a risk to shipping routes and oil price inflation, potentially affecting supply chains and overall production costs.

Key Performance Indicators (KPIs)
The Board monitors the group's progress using the following KPIs:
Turnover: We aim to continually grow revenue by leveraging our reputation for quality to meet customer demand and expand our customer base.
Gross profit margin: The gross profit margin has improved over the past twelve months, and we will continue to seek further improvements by optimising efficiencies and managing costs effectively.
Lead times: Labour shortages and supply chain issues have eased, but the recovery remains fragile. We remain focused on halving dispatch lead times by doubling production output, expanding the production team, and proactively sourcing components.

Looking Ahead
As we move forward, Bernhard & Co Group remains committed to prioritising customer satisfaction, innovation, and sustainability. We will continue to navigate the ongoing global challenges, further expand our international presence, and enhance our product offerings. Our dedication to excellence and innovation will guide our efforts, ensuring we deliver unparalleled value to our customers and stakeholders.

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

GROUP STRATEGIC REPORT
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


Gratitude and Optimism for the Future
In closing, we express our heartfelt gratitude to our dedicated team, loyal customers, and stakeholders for their continued support and confidence in Bernhard & Co Group. Despite the challenges of the past year, we look forward to a future defined by resilience, growth, success, and shared prosperity. Together, we are poised for another year of progress and achievement.

ON BEHALF OF THE BOARD:





S G Bernhard - Director


31 January 2025

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

REPORT OF THE DIRECTORS
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


The directors present their report with the financial statements of the company and the group for the period 21 August 2023 to 30 June 2024.

INCORPORATION
The company was incorporated on 21 August 2023 and became the holding company of Bernhard & Co Limited on 13 September 2023.

DIVIDENDS
No dividends will be distributed for the period ended 30 June 2024.

DIRECTORS
The directors who have held office during the period from 21 August 2023 to the date of this report are as follows:

J J Bernhard - appointed 24 February 2024
S G Bernhard - appointed 21 August 2023

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently;
- make judgements 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 company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

REPORT OF THE DIRECTORS
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


AUDITORS
The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





S G Bernhard - Director


31 January 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BERNHARD & CO. HOLDINGS LIMITED


Opinion
We have audited the financial statements of Bernhard & Co. Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 June 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 30 June 2024 and of the group's profit for the period 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 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 and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BERNHARD & CO. HOLDINGS LIMITED


Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

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 four, 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 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.

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 a Report of the Auditors 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.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- 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 company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BERNHARD & CO. HOLDINGS LIMITED


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 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;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC and other relevant parties.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

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 a Report of the Auditors 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.




Morgan Davies FCA (Senior Statutory Auditor)
for and on behalf of Prime
Chartered Accountants
Statutory Auditor
Corner Oak
1 Homer Road
Solihull
B91 3QG

6 February 2025

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024

Notes £    £   

TURNOVER 11,399,391

Cost of sales 6,974,983
GROSS PROFIT 4,424,408

Distribution costs 1,630,129
Administrative expenses 1,617,875
3,248,004
1,176,404

Other operating income 1,559
OPERATING PROFIT 4 1,177,963

Profit on sale of investment 5 58,428
1,236,391


Interest payable and similar expenses 6 103,454
Other finance costs 21 9,000
112,454
PROFIT BEFORE TAXATION 1,123,937

Tax on profit 7 386,974
PROFIT FOR THE FINANCIAL PERIOD 736,963
Profit attributable to:
Owners of the parent 736,963

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024

Notes £   

PROFIT FOR THE PERIOD 736,963


OTHER COMPREHENSIVE INCOME
Actuarial gain/loss on pension liability 64,000
Movement on deferred tax relating
to pension asset/liability (18,000 )
Income tax relating to components of
other comprehensive income

-
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD, NET OF INCOME
TAX


46,000
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

782,963

Total comprehensive income attributable to:
Owners of the parent 782,963

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED BALANCE SHEET
30 JUNE 2024

Notes £    £   
FIXED ASSETS
Intangible assets 9 (2,824,542 )
Tangible assets 10 2,437,343
Investments 11 -
(387,199 )

CURRENT ASSETS
Stocks 12 3,289,134
Debtors 13 1,883,837
Cash in hand 2,484
5,175,455
CREDITORS
Amounts falling due within one year 14 2,178,101
NET CURRENT ASSETS 2,997,354
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,610,155

CREDITORS
Amounts falling due after more than one
year

15

(954,347

)

PROVISIONS FOR LIABILITIES 19 (217,194 )

PENSION LIABILITY 22 (75,000 )
NET ASSETS 1,363,614

CAPITAL AND RESERVES
Called up share capital 20 580,651
Retained earnings 21 782,963
SHAREHOLDERS' FUNDS 1,363,614

The financial statements were approved by the Board of Directors and authorised for issue on 31 January 2025 and were signed on its behalf by:





S G Bernhard - Director


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

COMPANY BALANCE SHEET
30 JUNE 2024

Notes £   
FIXED ASSETS
Intangible assets 9 -
Tangible assets 10 -
Investments 11 1,000,000
1,000,000
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,000,000

CAPITAL AND RESERVES
Called up share capital 20 580,651
Retained earnings 21 419,349
SHAREHOLDERS' FUNDS 1,000,000

Company's profit for the financial year 419,349

The financial statements were approved by the Board of Directors and authorised for issue on 31 January 2025 and were signed on its behalf by:





S G Bernhard - Director


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 580,651 - 580,651
Total comprehensive income - 782,963 782,963
Balance at 30 June 2024 580,651 782,963 1,363,614

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 580,651 - 580,651
Total comprehensive income - 419,349 419,349
Balance at 30 June 2024 580,651 419,349 1,000,000

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024

Notes £   
Cash flows from operating activities
Cash generated from operations 1 1,238,295
Interest paid (103,454 )
Pension contributions paid (37,824 )
Tax paid (233,646 )
Net cash from operating activities 863,371

Cash flows from investing activities
Purchase of intangible fixed assets (248,632 )
Purchase of tangible fixed assets (147,707 )
Sale of tangible fixed assets 2,620
Cash and cash equivalents on acquisition (390,367 )
Net cash from investing activities (784,086 )

Cash flows from financing activities
Loan repayments in year (72,322 )
Amount withdrawn by directors (109,755 )
Net cash from financing activities (182,077 )

Decrease in cash and cash equivalents (102,792 )
Cash and cash equivalents at
beginning of period

2

-

Cash and cash equivalents at end of
period

2

(102,792

)

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

£   
Profit before taxation 1,123,937
Depreciation charges (60,799 )
Profit on disposal of fixed assets (61,048 )
Finance costs 112,454
1,114,544
Decrease in stocks 130,432
Increase in trade and other debtors (632,964 )
Increase in trade and other creditors 626,283
Cash generated from operations 1,238,295

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 30 June 2024
30.6.24 21.8.23
£    £   
Cash and cash equivalents 2,484 -
Bank overdrafts (105,276 ) -
(102,792 ) -


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 21.8.23 Cash flow Acquisition changes At 30.6.24
£    £    £    £    £   
Net cash
Cash at bank
and in hand - 436 2,048 2,484
Bank overdrafts - 287,139 (392,415 ) (105,276 )
- 287,575 (390,367 ) (102,792 )
Debt
Debts falling due
within 1 year - 6,011 (46,939 ) (6,011 ) (46,939 )
Debts falling due
after 1 year - - (960,358 ) 6,011 (954,347 )
- 6,011 (1,007,297 ) - (1,001,286 )
Total - 293,586 (1,397,664 ) - (1,104,078 )

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


4. ACQUISITION OF BUSINESS

Bernhard & Co. Holdings Limited acquired Bernhard & Co. Limited and all of its subsidiaries on 13 September 2023. The net assets at acquisition were as follows:

£
Net assets acquired:
Intangible fixed assets 644,682
Tangible fixed assets 2,362,452
Shares in group undertaking 360,921
Stocks 3,419,566
Trade and other debtors 1,210,386
Cash at bank (390,367 )
Trade and other creditors (1,307,949 )
Bank loans (1,007,297 )
Directors loan accounts (56,333 )
Deferred tax (54,220 )
Warranty provision (114,300 )
Pension scheme liability (220,000 )
4,847,541
Goodwill (3,847,541 )
1,000,000

Satisfied by:
Shares allotted 580,651
Cash received 419,349
1,000,000

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


1. STATUTORY INFORMATION

Bernhard & Co. Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been 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. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The group consolidated financial statements include the financial statements of the company and its subsidiary undertaking made up to 30 June 2024. The results of subsidiary acquired is consolidated for the periods from the date on which control passed.

Business combinations are accounted for under the acquisition method. Where necessary, adjustments are made to the financial statements of subsidiary to bring the accounting policies used in line with those used by the group. All inter-group transactions, balances, income and expenses are eliminated on consolidation.

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
In the application of the company's accounting policies the directors are required to make judgements,
estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of revision and future periods if the revision effects both current and future periods.

In preparing these financial statements, the directors have made the following judgements:
During the year, the company capitalised development costs. These development costs relate to product innovation, and the criteria for capitalisation under FRS 102 Section 18 have been met. The directors have reviewed the carrying amount of capitalised development costs as of the reporting date and confirm that no impairment has been identified.

A stock provision was recognised during the year to cover slow-moving and obsolete stock. The provision was determined based on an assessment of the recoverable amount of inventories in light of current market conditions and historical sales data. The directors have reviewed the carrying amount of inventory at the reporting date and confirm that the provision is adequate to cover expected losses on inventory.

The company recognised a net defined benefit pension liability on the balance sheet. The obligation was calculated based on an actuarial valuation, applying the projected unit credit method in compliance with FRS 102 Section 28. The directors have reviewed the assumptions used in the actuarial valuation, which were determined to be appropriate for the company's circumstances.

The company has recognised a warranty provision in respect of products sold with warranty coverage. The provision is based on the company's past experience with warranty claims, expected future claims, and recent trends in claim frequency and cost. The directors have reviewed the warranty provision at the reporting date and believe it is sufficient to cover future warranty obligations based on current information.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of seven years.

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 4% on cost, 2% on cost and 1% on cost
Plant and machinery - 33.33% on cost and at varying rates on cost
Fixtures and fittings - 33.33% on cost and at varying rates on cost
Motor vehicles - 25% on cost and 25% on reducing balance
Computer equipment - Straight line over 30 years

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

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

Research and development
General research expenditure is written off in the year in which it is incurred.

Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. It is amortised over seven years.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
For defined contribution schemes the amount charged in the profit and loss account in respect of pension costs is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

For Schemes regarded as defined benefit schemes, the amounts charged in the profit and loss account are the contributions payable in respect of the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

The Schemes regarded as defined benefit schemes are funded, with the assets of the scheme held separately from those of the company, in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term to the scheme liabilities. The actuarial valuations are obtained annually.

Going concern
The company continues to be profitable and the directors have a reasonable expectation that the company will continue in operational existence for at least 12 months form the date of approval of the financial statements. Therefore the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3. EMPLOYEES AND DIRECTORS
£   
Wages and salaries 1,995,578
Social security costs 124,404
Other pension costs 88,469
2,208,451

The average number of employees during the period was as follows:

Employees 58

The average number of employees by undertakings that were proportionately consolidated during the period was 58 .

£   
Directors' remuneration 10,522

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

£   
Depreciation - owned assets 72,649
Profit on disposal of fixed assets (2,620 )
Goodwill amortisation (320,942 )
Development costs amortisation 187,495
Auditors' remuneration 18,138
Foreign exchange differences (16,721 )

5. EXCEPTIONAL ITEMS
£   
Profit on sale of investment 58,428

6. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Bank interest 103,454

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
£   
Current tax:
UK corporation tax 252,577
Tax under provision 100,283
Total current tax 352,860

Deferred tax 34,114
Tax on profit 386,974

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£   
Profit before tax 1,123,937
Profit multiplied by the standard rate of corporation tax in the UK of
25 %

280,984

Effects of:
Expenses not deductible for tax purposes 78,491
Depreciation in excess of capital allowances 43,171
Adjustments to tax charge in respect of previous periods 100,283
Pension creditor timing difference (469 )
Pension contributions paid cash (22,500 )
Profit on disposal of assets (15,262 )
R&D amortisation on expenses (24,635 )
Effect of eliminated profits on consolidation 57,268
Goodwill amortisation (80,235 )
Tax apportionment (64,236 )
Deferred tax 34,114
Total tax charge 386,974

Tax effects relating to effects of other comprehensive income

Gross Tax Net
£    £    £   
Actuarial gain/loss on pension liability 64,000 - 64,000
Movement on deferred tax relating
to pension asset/liability (18,000 ) - (18,000 )
46,000 - 46,000

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


9. INTANGIBLE FIXED ASSETS

Group
Development
Goodwill costs Totals
£    £    £   
COST
Additions (3,851,302 ) 248,632 (3,602,670 )
Costs at acquisition - 1,276,732 1,276,732
At 30 June 2024 (3,851,302 ) 1,525,364 (2,325,938 )
AMORTISATION
Amortisation for period (320,942 ) 187,495 (133,447 )
Amortisation at acquisition - 632,051 632,051
At 30 June 2024 (320,942 ) 819,546 498,604
NET BOOK VALUE
At 30 June 2024 (3,530,360 ) 705,818 (2,824,542 )

10. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
COST
Additions 44,096 26,333 70,213
Disposals - (15,711 ) (140,753 )
Cost/valuation at acquisition 1,965,522 43,085 392,538
At 30 June 2024 2,009,618 53,707 321,998
DEPRECIATION
Charge for period 16,378 6,119 31,666
Eliminated on disposal - (15,711 ) (140,753 )
Depreciation at acquisition 88,451 29,885 315,822
At 30 June 2024 104,829 20,293 206,735
NET BOOK VALUE
At 30 June 2024 1,904,789 33,414 115,263

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


10. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
COST
Additions 7,065 - 147,707
Disposals (46,637 ) - (203,101 )
Cost/valuation at acquisition 102,374 559,016 3,062,535
At 30 June 2024 62,802 559,016 3,007,141
DEPRECIATION
Charge for period 2,958 15,528 72,649
Eliminated on disposal (46,638 ) - (203,102 )
Depreciation at acquisition 95,282 170,811 700,251
At 30 June 2024 51,602 186,339 569,798
NET BOOK VALUE
At 30 June 2024 11,200 372,677 2,437,343

11. FIXED ASSET INVESTMENTS

Company
Share in
group
undertakings
£   
COST
Additions 1,419,349
Disposals (419,349 )
At 30 June 2024 1,000,000
NET BOOK VALUE
At 30 June 2024 1,000,000


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


11. FIXED ASSET INVESTMENTS - continued


Bernhard & Co. Holdings Limited acquired Bernhard & Co. Limited and its subsidiary Atterton & Ellis Limited on 13 September 2023.

Bernhard & Co. Limited disposed of Atterton & Ellis Limited on 8 January 2024.

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Bernhard & Co. Limited
Registered office: England and Wales
Nature of business: Manufacture and sale of agricultural machinery, equipment and supplies
%
Class of shares: holding
A ordinary £0.0001 100
B ordinary £0.0001 100

12. STOCKS


Group
£   
Stocks 3,289,134

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group
£   
Trade debtors 1,517,799
Other debtors 1,180
Directors' current accounts 53,422
VAT 98,562
Prepayments 212,874
1,883,837

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group
£   
Bank loans and overdrafts (see note 16) 152,215
Trade creditors 1,311,831
Tax 325,629
Social security and other taxes 47,908
Wages control 9,948
Accruals and deferred income 330,570
2,178,101

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR


Group
£   
Bank loans (see note 16) 954,347

16. LOANS

An analysis of the maturity of loans is given below:


Group
£   
Amounts falling due within one year or on demand:
Bank overdrafts 105,276
Bank loans 46,939
152,215
Amounts falling due between two and five years:
Bank loans - 2-5 years 201,676
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more than 5 years 752,671

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


Group
Non- cancellable operating leases
£   
Within one year 37,566
Between one and five years 57,473
95,039

18. SECURED DEBTS

The following secured debts are included within creditors:


Group
£   
Bank overdraft 105,276
Bank loans 1,001,286
1,106,562

The long term loan is secured by a fixed and floating charge over 11 Homefield Road, Haverhill.

The debenture is secured by fixed and floating charges over the undertaking and all property and assets present and future including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant and machinery. The charge was created on 18 December 1997.

19. PROVISIONS FOR LIABILITIES


Group
£   
Deferred tax 106,334

Other provisions 110,860

Aggregate amounts 217,194

Group
Deferred Warranty
tax provision
£    £   
Provided during period 52,114 -
Utilised during period - (3,440 )
Balance at acquisition 54,220 114,300
Balance at 30 June 2024 106,334 110,860

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
5,806,510,000 B ordinary 0.000 1 580,651

21. RESERVES

Group
Retained
earnings
£   

Profit for the period 736,963
Deferred tax on pension (18,000 )
Gain/loss on pension 64,000
At 30 June 2024 782,963

Company
Retained
earnings
£   

Profit for the period 419,349
At 30 June 2024 419,349


22. EMPLOYEE BENEFIT OBLIGATIONS

The amounts recognised in the balance sheet are as follows:

Defined
benefit
pension
plans
£   
Present value of funded obligations (1,054,000 )
Fair value of plan assets 979,000
(75,000 )
Present value of unfunded obligations -
Deficit (75,000 )
Net liability (75,000 )

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in profit or loss are as follows:

Defined
benefit
pension
plans
£   
Current service cost -
Net interest from net defined benefit
asset/liability

9,000
Past service cost -
9,000

Actual return on plan assets 43,000

Changes in the present value of the defined benefit obligation are as follows:

Defined
benefit
pension
plans
£   
Opening defined benefit obligation 1,045,000
Interest cost 52,000
Benefits paid (51,000 )
Actuarial (gains)/losses from changes in
financial assumptions

8,000
1,054,000

Changes in the fair value of scheme assets are as follows:

Defined
benefit
pension
plans
£   
Opening fair value of scheme assets 825,000
Contributions by employer 90,000
Expected return 43,000
Benefits paid (51,000 )
Return on plan assets (excluding interest
income)

72,000
979,000

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in other comprehensive income are as follows:

Defined
benefit
pension
plans
£   
Actuarial (gains)/losses from changes in
financial assumptions

(8,000

)
Return on plan assets (excluding interest
income)

72,000
64,000

The major categories of scheme assets as a percentage of total scheme assets are as follows:

Defined
Retirement benefit
healthcare pension
plans
Equities 60%
Hedge Fund 5%
Cash 4%
Bonds 29%
Property 2%
100%

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

Discount rate 5.15%
Future pension increases 3.00%
Retail price inflation 3.25%
Consumer price inflation 2.80%

23. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the period ended 30 June 2024:

£   
S G Bernhard
Balance outstanding at start of period -
Amounts advanced 53,422
Amounts repaid -
Amounts written off -
Amounts waived -
Balance outstanding at end of period 53,422

The director's loan accounts is overdrawn at the year end, but is expected to be repaid within 9 months of the year end. The loan is repayable on demand, interest free and unsecured.

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 21 AUGUST 2023 TO 30 JUNE 2024


24. RELATED PARTY DISCLOSURES

Other related parties are entities outside the group of which the directors have control.

Other related parties
2024
£
Purchases 174,056
Sales 159,625
Amount due from related parties -
Amount due to related parties -

25. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is S G Bernhard.

26. SHARE-BASED PAYMENT TRANSACTIONS

The company operates a group share option scheme which is open to certain employees of the group.

Under this scheme the options are exercisable for £0.0002 per share. The options enable 1 B Ordinary £0.0001 share to be issued for every option exercised. There are no vesting conditions and no date of expiration on the options. Options are forfeited if the employee leaves the group before the options are exercised.