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 |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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: |
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: |
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: |
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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
Corner Oak |
1 Homer Road |
Solihull |
B91 3QG |
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 |
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 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 419,349 |
The financial statements were approved by the Board of Directors and authorised for issue on |
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 | - |
Total comprehensive income | - |
Balance at 30 June 2024 |
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 |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
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. |
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 |
Freehold property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
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 |
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 |
Disposals | ( |
) |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
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: | £ |
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 |
At 30 June 2024 |
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. |