REGISTERED NUMBER: |
VICTORIA GROUP HOLDINGS LIMITED |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
REGISTERED NUMBER: |
VICTORIA GROUP HOLDINGS LIMITED |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Income Statement | 9 |
Other Comprehensive Income | 10 |
Balance Sheet | 11 |
Statement of Changes in Equity | 12 |
Notes to the Financial Statements | 13 |
VICTORIA GROUP HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountant & Statutory Auditor |
Chancery House |
30 St Johns Road |
Woking |
Surrey |
GU21 7SA |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
STRATEGIC REPORT |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
The directors present their strategic report for the period 1 October 2023 to 30 June 2024. |
REVIEW OF BUSINESS |
The group operates six general cargo ports within the UK. It runs various shipping agencies and has transport and logistic services. |
It should be noted that the current period to 30 June 2024 is a shortened period spanning 9 months compared to the prior year accounts to 30 September 2023. The below comparisons have not been pro-rated but have been analysed with the knowledge that a decrease of 25% is equivalent to a nil movement. |
Victoria Group Holdings Limited manages the head office function fo the group, along with the majority of the group's property portfolio. In the last 9 months an operating loss was generated of £156k (2023: £198k) and an overall profit before tax of £5.46m (2023: £1.04m). |
The profits generated include dividends voted from subsidiaries of £5.30m (2023: £1.00m). |
The market value of the company's property interest as recorded in the company accounts is £47.80m (2023: £48.41m), which comprises the trade properties and investment properties. The valuations are reflective of the regional, national and international economic situation at the year end, along with the risks facing similar trading entities. |
The Board consider both Net Profit Before Tax and EBITDA to be key KPIs. Net profit before tax has been discussed above, and EBITDA was £4.9m (2023, £595k.) |
The group has continued to trade profitably during the period on a consolidated basis. |
The Board are happy with the performance of the group in the current economic climate. They continue to generate strong levels of cash and have no external bank debt. |
STRATEGY |
The Board will continue to keep costs under control and develop existing income streams. New opportunities will be sought where these will make a return for the group. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The Board consider the potential reduction in global economic activity levels to be a key risk, along with the ongoing crisis in Ukraine. This could lead to a reduction in volumes handled by UK ports. In order to mitigate this risk the Board continue to diversify cargoes handled in its subsidiaries, strictly manage its cost base, including capital expenditure, and monitor cashflow. |
Health and safety risks are inherent in the group's business, hence the Board ensure strict policies and procedures are enforced amongst the team. |
Inflation levels are being managed and cost increases are passed on to customers where possible |
GOING CONCERN |
Victoria Group Holdings Limited and its subsidiaries are considered to have sufficient financial resources, and is well placed to manage its business risks successfully despite the net current liabilities position recorded by the company. This arises as a result of amounts due to fellow group companies, which would not be recalled at the detriment of the group as a whole. |
Hence the directors are able to conclude that the group has adequate resources to continue in operational existence for the foreseeable future, and they have therefore adopted the going concern basis of accounting. |
ON BEHALF OF THE BOARD: |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
The directors present their report with the financial statements of the company for the period 1 October 2023 to 30 June 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the period under review was that of holding the investment in its subsidiary undertakings, managing the group's property interest and remunerating the group's board of directors and key management. |
DIVIDENDS |
The total distribution of dividends from Victoria Group Holdings Limited for the period ended 30 June 2024 was £5.3m (2023 - £1m). |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report. |
FINANCIAL INSTRUMENTS |
The company's principal financial instruments comprise bank balances/overdrafts and trade creditors. The main purpose of each of these instruments is to raise funds for the company's ongoing operations. |
Due to the nature of the financial instruments used by the company there is not considered to be significant exposure to price risk, foreign exchange risk or interest rate risk. The company's approach to managing other risks applicable to the financial instruments concerned is explained below: |
Bank Balances |
The liquidity risk of the company is managed by maintaining a balance between the various elements of working capital. At present, neither interest rate risk, nor foreign exchange risk are considered significant in relation to the bank balances held. |
Trade Creditors |
Liquidity risk is managed by ensuring there are sufficient funds available from working capital to meet amounts as they fall due. |
DISCLOSURE IN THE STRATEGIC REPORT |
Disclosure regarding KPIs, business risks and a review of business has been provided in the Strategic Report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VICTORIA GROUP HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of Victoria Group Holdings Limited (the 'company') for the period ended 30 June 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its 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 company 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 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 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. |
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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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; or |
- | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VICTORIA GROUP HOLDINGS LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VICTORIA GROUP HOLDINGS LIMITED |
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: |
Objectives |
The objectives of our audit in respect of fraud, are; |
- To identify and assess the risks of material misstatement of the financial statements due to fraud; |
- To obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. |
However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company. |
Audit Approach |
Our approach was as follows: |
- We obtained an understanding of the legal and regulatory requirements applicable to the Company and considered that the most significant are the Health & Safety at Work (and associated HSE regulations), Companies Act 2006, FRS 102, and UK taxation legislation. |
- We obtained an understanding of how the Company complies with these requirements by discussions with management and those charged with governance, as well a review of relevant correspondence and certifications. |
- We assessed the risk of material misstatement of the financial statements and how it might occur (including the risk of material misstatement due to fraud), by holding discussions with management and those charged with governance. We used our knowledge of the Company and the industry in which it operates to determine if management's explanations were consistent with our own |
conclusions. |
- Based on our understanding developed from the above, we designed specific appropriate audit procedures to identify instances of non-compliance with the key laws and regulations which may result in potential fraud. This included making enquiries of management and those charged with governance, investigating unusual or unexpected relationships or movements in figures disclosed in the accounts and remaining alert for any transactions that appeared to be outside the normal course of business.Furthermore, as required by auditing standards, and taking into account our overall knowledge of the control environment, we have performed procedures to address the risks of management override of controls and the risk of fraudulent revenue recognition. Procedures such as a review of journal entries and assessing estimates for management bias have enabled us to conclude in this area. |
No instances of fraud, non-compliance or suspected non-compliance with laws and regulations were identified from the above procedures. |
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also: |
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
- Obtain an understanding of internal control environment relevant to the audit, in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal control. |
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. |
Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VICTORIA GROUP HOLDINGS LIMITED |
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
Context of the ability of the audit to detect fraud or breaches of law or regulation |
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. |
In addition, as with any audit, there remains a risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect noncompliance with all laws and regulations. |
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 Accountant & Statutory Auditor |
Chancery House |
30 St Johns Road |
Woking |
Surrey |
GU21 7SA |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
INCOME STATEMENT |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
Period |
1.10.23 |
to | Year Ended |
30.6.24 | 30.9.23 |
Notes | £'000 | £'000 |
REVENUE |
Administrative expenses | ( |
) | ( |
) |
(302 | ) | (352 | ) |
Other operating income |
OPERATING LOSS | ( |
) | ( |
) |
Income from shares in group undertakings |
Income from fixed asset investments |
Interest receivable and similar income |
PROFIT BEFORE TAXATION | 5 |
Tax on profit | 6 | ( |
) | ( |
) |
PROFIT FOR THE FINANCIAL PERIOD |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
OTHER COMPREHENSIVE INCOME |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
Period |
1.10.23 |
to | Year Ended |
30.6.24 | 30.9.23 |
Notes | £'000 | £'000 |
PROFIT FOR THE PERIOD |
OTHER COMPREHENSIVE INCOME |
Revaluation of freehold property | ( |
) |
Deferred tax on revalued freehold | ( |
) |
property |
Income tax relating to components of other comprehensive income |
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
( |
) |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
BALANCE SHEET |
30 JUNE 2024 |
2024 | 2023 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Property, plant and equipment | 8 |
Investments | 9 |
Investment property | 10 |
CURRENT ASSETS |
Debtors | 11 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 12 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 13 | ( |
) | ( |
) |
PROVISIONS FOR LIABILITIES | 15 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 16 |
Revaluation reserve | 17 |
Retained earnings | 17 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
Called up |
share | Retained | Revaluation | Total |
capital | earnings | reserve | equity |
£'000 | £'000 | £'000 | £'000 |
Balance at 1 October 2022 |
Changes in equity |
Total comprehensive income | - |
Dividends | - | ( |
) | - | ( |
) |
Balance at 30 September 2023 |
Changes in equity |
Total comprehensive income | - | ( |
) |
Dividends | - | ( |
) | - | ( |
) |
Balance at 30 June 2024 |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
1. | STATUTORY INFORMATION |
Victoria Group Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
The accounts have been presented in £'000. |
2. | STATEMENT OF COMPLIANCE |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. |
As a result of the restructure which occurred in June 2024, the company's accounting period has been shortened to 9 months, in line with the group's new accounting period end. |
These statements are prepared under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value. |
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in a separate accounting policy within these financial statements. |
The directors believe that the company has strong levels of profitability, and the group has performed well over the past 9 months. They believe that the group is well placed to manage its business risks successfully. Accordingly they have a reasonable expectation that the company and associated group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 33.7. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group nor to include details of key management personnel compensation, which is disclosed in the consolidated accounts. |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
3. | ACCOUNTING POLICIES - continued |
Critical accounting judgements and key sources of estimation uncertainty |
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Critical judgements in applying the Group’s accounting policies |
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below: |
(i) Useful economic lives of tangible assets: |
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. |
(ii) Impairment of debtors: |
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors, and historical experience. |
(iii) Investment properties: |
In accordance with FRS 102, investment properties are included at their fair value in the financial statements. This valuation is prepared by an external expert on an open market basis, and movements in the value are recognised in profit and loss. |
(iv) Revaluation of property |
In accordance with FRS 102, freehold properties are included at their fair value in the financial statements. This valuation is prepared by an external expert on an annual basis, based on value in use, and movements in the value are recognised in the revaluation reserve. Where a property is valued at lower than the original cost this is considered to be a permanent diminution and is charged to the profit and loss account. |
(v) Investment in subsidiaries |
Investments in subsidiaries are initially recognised at cost and then reviewed annually for impairment. In reviewing for impairment the directors consider performance and future projected cash flows of each cash generating unit. Each dock is treated as a separate cash generating unit for this exercise. |
Turnover |
The company derives its income from charging its subsidiaries for use of the land and buildings owned by the company, and recharging the remuneration for its board of directors and key management team. |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
3. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimate useful life. |
Freehold property | - not provided |
Plant and machinery | - Straight line over 3 - 42 years |
Fixtures and fittings | - Straight line over 5 years |
Motor vehicles | - Straight line over 4 years |
In accordance with FRS 102, freehold properties are included in the financial statements at their fair values, provided by an external expert on an annual basis. When the value of a property is revalued above cost the aggregate surplus or deficit on revaluation is transferred to the revaluation reserve. When the value of a property is revalued below cost, and this is considered to be a permanent diminution in value, the difference is charged to the profit and loss account. |
Other tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. |
Residual values of £175,000 have been applied to assets within plant and machinery, where the resale value is expected to equate to the cost paid for the asset. |
Impairment of Assets |
At each reporting date financial assets as well as other fixed assets, such as property are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. There is considered to be an impairment, where there is objective evidence that, as a result of events occurring after the date of initial recognition, the estimated future cash flows have been affected. |
For assets carried at cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. |
The carrying amount of the asset is reduced by the impairment loss directly for all assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. |
When reviewing investments and property for impairment, the management review the performance of the group, as well as the asset base and future expected cash flows. From this they determine whether there is any indication of impairment. If an indication is identified, an impairment will be computed as the difference between the asset's carrying amount and the value of the expected future cash flows and profitability. Any impairment on investments is charged to the profit and loss account in the year it is identified. Any impairment on property is reduced in the revaluation reserve first, and then subsequent reductions in the valuation is charged to the profit and loss account in the year it is identified. The assets are then reviewed annually. When an impairment that has originally been charged to the profit and loss account is later reversed in a subsequent year, it is credited through the profit and loss account, up to the asset's initial carrying value. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Creditors |
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Investment property |
Investment property is shown at its most recent valuation, which approximates to Fair value. Any aggregate surplus or deficit arising from changes in market value is recognised in profit and loss. The gains associated with the investment property are held within retained earnings but treated as non-distributable gains until the point at which the property is sold. |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
3. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date. |
Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated. |
Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. |
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. |
Deferred tax assets, including unrelieved tax losses, are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits. |
Current or deferred taxation assets and liabilities are not discounted. |
Foreign currencies |
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of transactions. |
At each period-end foreign currency monetary items are translated using the closing rate. Non-monetary items are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation of period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account. |
Foreign exchange gains and losses that relate to derivatives, borrowings, cash and cash equivalents are presented in the profit and loss account within other income and finance costs. All other foreign exchange gains and losses are presented in the profit and loss account within administrative expenses. |
Pension costs and other post-retirement benefits |
Short- term employee benefits and contributions to defined contribution plans are recognised as an expense in the period in which they are incurred. |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
3. | ACCOUNTING POLICIES - continued |
Impairment of financial assets |
Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. |
For all other financial assets, objective evidence of impairment could include: |
- significant financial difficulty of the issuer or counterparty; or |
- breach of contract, such as a default or delinquency in interest or principal payments; or |
- it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or |
- the disappearance of an active market for that financial asset because of financial difficulties. |
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 30 days, as well as observable changes in national or local economic conditions that correlate with default on receivables. |
For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. |
For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods. |
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off re credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. |
For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreased and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date of the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. |
Investments |
Fixed asset investments relate to investments in subsidiary undertakings and listed investments. |
Investments in subsidiary undertakings are stated at cost less any provision for any permanent diminution in value. |
The listed investments are stated at fair value with annual changes being taken to the profit and loss. |
Operating leases |
Leases that do no transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease. |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
3. | ACCOUNTING POLICIES - continued |
Provisions for liabilities |
Provisions are recognised when the Company has a present (legal or constructive) obligation as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably. |
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. |
Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises. |
The Company recognises a provision for annual leave accrued by employees for services rendered in the current period, and which employees are entitled to carry forward and use within the next 12 months, measured at the salary cost payable for the period of absence. |
Grant income |
Income received in relation to grants are classified either as relating to revenue or to assets. |
Grants relating to revenue are recognised in other income on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate. Where a timing difference arises, the income is held on the balance sheet. When received in arrears the expected income is recognised as a debtor so long as the relevant conditions have been satisfied. When received in advance of costs, the income is held as deferred income and systematically released to the profit and loss in the periods the cost is incurred. |
Grants relating to assets are recognised initially as deferred income and released to other income on a systematic basis over the expected useful life of the asset. |
4. | EMPLOYEES AND DIRECTORS |
Period |
1.10.23 |
to | Year Ended |
30.6.24 | 30.9.23 |
£'000 | £'000 |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the period was as follows: |
Period |
1.10.23 |
to | Year Ended |
30.6.24 | 30.9.23 |
Administrative | 26 | 25 |
Operations | 2 | 1 |
Directors' remuneration for the year totalled £622k of gross wages (2023: £848k) and £57k of benefits in kind (2023: £39k). Employer's social security costs on these amounts were £86k (2023: £107k). Directors' employer's pension contributions totalled £94k (2023: £71k). |
The highest paid director received remuneration totalling £208k (2023: £345k), comprising gross salary and benefits in kind of £175k (2023: £286k) and employer's pension contributions of £33k (2023: £60k). |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
5. | PROFIT BEFORE TAXATION |
The profit is stated after charging: |
Period |
1.10.23 |
to | Year Ended |
30.6.24 | 30.9.23 |
£'000 | £'000 |
Depreciation - owned assets |
Loss on disposal of fixed assets |
Auditors' remuneration |
Auditors' remuneration for non-audit work other advisory work |
Auditors remuneration for other advisory and non audit work includes fees for accounts preparation and tax compliance work of £4,000. |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the period was as follows: |
Period |
1.10.23 |
to | Year Ended |
30.6.24 | 30.9.23 |
£'000 | £'000 |
Deferred tax |
Tax on profit |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1.10.23 |
to | Year Ended |
30.6.24 | 30.9.23 |
£'000 | £'000 |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Expenses not deductible for tax purposes |
Income not taxable for tax purposes | ( |
) | ( |
) |
Capital allowances in excess of depreciation | ( |
) | - |
Depreciation in excess of capital allowances | - |
Utilisation of tax losses |
Group relieved Tax losses | 103 | 61 |
of investments |
Deferred tax | 46 | 68 |
Total tax charge | 46 | 68 |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
6. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
1.10.23 to 30.6.24 |
Gross | Tax | Net |
£'000 | £'000 | £'000 |
Revaluation of freehold property | ( |
) | - | (769 | ) |
Deferred tax on revalued freehold | - | 192 |
property |
(577 | ) | - | (577 | ) |
2023 |
Gross | Tax | Net |
£'000 | £'000 | £'000 |
Revaluation of freehold property | - | 21 |
Deferred tax on revalued freehold | ( |
) | - | (6 | ) |
property |
15 | - | 15 |
The items shown within other comprehensive income above have no impact on the tax charge in the Profit and Loss Account. The deferred tax on the revalued property is included within the Revaluation Reserve. |
It has been agreed that companies in the Victoria Group will not compensate each other for tax losses. The Victoria Group consists of Victoria Group Holdings Limited, Victoria Wharves Limited, Port of Boston Limited, Sharpness Dock Limited and Seaham Harbour Dock Company. |
7. | DIVIDENDS |
Total dividends payable in the period amounted to £5,300,000 (2023: £1,000,000). |
8. | PROPERTY, PLANT AND EQUIPMENT |
Fixtures |
Freehold | Plant and | and | Motor |
property | machinery | fittings | vehicles | Totals |
£'000 | £'000 | £'000 | £'000 | £'000 |
COST OR VALUATION |
At 1 October 2023 |
Additions |
Disposals | ( |
) | ( |
) | ( |
) |
Revaluations | ( |
) | ( |
) |
At 30 June 2024 |
DEPRECIATION |
At 1 October 2023 |
Charge for period |
Eliminated on disposal | ( |
) | ( |
) |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 September 2023 |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
8. | PROPERTY, PLANT AND EQUIPMENT - continued |
On 30 June 2024 the company's freehold interest was subject to an independent professional valuation (undertaken by Stratton Creber, a firm of surveyors), which was derived on the basis of market value on an existing use basis. |
Land and buildings are included at a revalued amount. Revaluations have taken place to date, totalling £14.2m (2023: £14.96m). The historic cost of this interest is £31.9m (2023: £31.9m). |
9. | FIXED ASSET INVESTMENTS |
Shares in |
group | Listed |
undertakings | investments | Totals |
£'000 | £'000 | £'000 |
COST OR VALUATION |
At 1 October 2023 | 4,403 |
Additions | 31 |
Revaluations | 188 |
At 30 June 2024 | 4,622 |
NET BOOK VALUE |
At 30 June 2024 | 4,622 |
At 30 September 2023 | 4,403 |
Listed shares are valued at their price per the London Stock Exchange at the period end date. |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Victoria Wharf, Cattedown,Plymouth, Devon, PL4 0RF |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Dock Office, The Dock, Boston, Lincolnshire, PE21 6BN |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Victoria Group Holdings Limited, Victoria Wharf, Plymouth, PL4 0RF |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Cargo Durham, Distribution Centre, Seaham, County Durham, SR7 7NZ |
Nature of business: |
% |
Class of shares: | holding |
The results of Seaham Harbour Dock Company are fully consolidated, as the minority interest is considered to be immaterial and comprises individuals who are involved in the management of the group. Shares have been issued to them under the requirements of the applicable law at the date of creation of the company. |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
10. | INVESTMENT PROPERTY |
Total |
£'000 |
FAIR VALUE |
At 1 October 2023 |
Revaluations | 159 |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 September 2023 |
Fair value at 30 June 2024 is represented by: |
£'000 |
Valuation in 2024 | 159 |
Valuation in 2023 | 310 |
Valuation in 2022 | 152 |
Valuation in 2021 | 85 |
Valuation in 2019 | (6 | ) |
Valuation in 2018 | 343 |
Valuation in 2017 | 321 |
Cost | 341 |
1,705 |
On 30 June 2024, the company's investment property interest was subject to an independent professional valuation (undertaken by Stratton Creber, a firm of surveyors), which was derived on the basis of open market value. |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£'000 | £'000 |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Directors' current accounts | - | 1,556 |
Prepayments and accrued income |
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£'000 | £'000 |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
Other creditors |
Directors' current accounts | 1,855 | - |
Accruals and deferred income |
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2023 |
£'000 | £'000 |
Deferred income 1 - 5 years | 584 | 614 |
Deferred income > 5 years |
Long term other creditors relate to deferred grant income. This relates to income received in relation to the port improvement scheme, which is being deferred over 20 years, in line with the anticipated useful life of the works undertaken. |
14. | SECURED DEBTS |
An unlimited guarantee and set off agreement is in place between group companies, which includes Sharpness Dock Limited, Victoria Wharves Limited, Port of Boston Limited and Victoria Group Holdings Limited. A separate guarantee is in place between Seaham Harbour Dock Company & the Victoria group, amounting to a maximum limitation of £900,000. |
A debenture incorporating a fixed and floating charge over the undertaking and all property and assets both present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, and fixed plant & machinery held in the Victoria group exists at the year end. |
There are mortgage charges on the freehold property. This includes all buildings & fixtures (including trade fixtures), fixed plant & machinery by way of fixed charge, all present & future book & other debt. In addition there is a floating charge over all moveable plant, machinery, implements, utensils, furniture & equipment by way of assignment. The goodwill of the business (if any) is also covered along with the full benefit of all licences & guarantees. |
15. | PROVISIONS FOR LIABILITIES |
2024 | 2023 |
£'000 | £'000 |
Deferred tax | 6,781 | 6,927 |
Deferred |
tax |
£'000 |
Balance at 1 October 2023 |
Provided during period |
Deferred tax on revaluation | (152 | ) |
Balance at 30 June 2024 |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
16. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Nominal | 2018 | 2017 |
Number: | Class: | value: | £'000 | £'000 |
200 | Founder | £1 | - | - |
20,000 | A | £1 | 20 | 20 |
50 | B | £1 | - | - |
21040 | C | £1 | 21 | 21 |
41 | 41 |
Share capital |
The Founder shares carry preferential rights to all other shares in the event of any capital distribution. |
The "A" shares carry preferential rights to all other shares except Founder shares, in the event of a capital distribution. |
The "B" shares carry dividend rights only. |
The "C" shares carry the right to a capital distribution, once the rights prescribed to both Founder and "A" shares have been satisfied. |
17. | RESERVES |
Retained | Revaluation |
earnings | reserve | Totals |
£'000 | £'000 | £'000 |
At 1 October 2023 | 8,908 |
Profit for the period |
Dividends | ( |
) | ( |
) |
Revaluation of fixed assets | - | (769 | ) | (769 | ) |
Deferred tax on revalued property | - | 192 | 192 |
At 30 June 2024 | 8,448 |
18. | ULTIMATE PARENT COMPANY |
Within the period there has been a change of ultimate parent company. The ultimate controlling party has changed, as of the 26 June 2024, to Victoria Group Investments Limited, a company incorporated in England. |
Victoria Group Holdings Limited is a wholly owned subsidiary of Victoria Ports Limited, who in turn is a wholly owned subsidiary of Victoria Group Investments Limited. Copies of the consolidated financial statements for Victoria Ports Limited to the 30 June 2024 are available from Companies House, Crown Way, Cardiff. |
The first accounting period for Victoria Group Investments Limited ends on the 30 June 2025, after which consolidated financial statements will be available for that company going forwards. |
19. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
At the period end a director had a loan account balance in credit of £1.85m (2023: debit balance £1.56m). This balance has been included in Directors current accounts within creditors due within 12 months, however it would not be recalled at the detriment of the group. |
During the year advances of £1.57m (2023: £1.7m) were made and amounts repaid were £5.03m (2023: £171k). Interest was charged during the year in line with HMRC approved rates, totalling £50k (2023: £19k). |
At the period end, another director had a loan account overdrawn by £9.88k (2023: Nil). This arose as the result of an advance of £10k, and subsequent repayments of £0.02k. This balance has been included within other debtors. |
VICTORIA GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 06959771) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 OCTOBER 2023 TO 30 JUNE 2024 |
20. | RELATED PARTY DISCLOSURES |
During the year, loans were made to employees by the company. The total of loans outstanding at the year end was £22,453 (2023: £322,509). These loans have been reported as P11d, as necessary. |
21. | ULTIMATE CONTROLLING PARTY |
Up until the 26 June 2024, the director, M A V Gatehouse was considered to be the ultimate controlling party by virtue of his majority shareholding in the ultimate parent company. |
However, within the period there has been a restructure. The restructure occurred on 26 June 2024, at which date Victoria Group Investments Limited, a company incorporated in England, acquired 100% of the share capital of Victoria Ports Limited. |
The ultimate controlling party is now The Gatehouse Family Trust, by virtue of its majority shareholding. |