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JARDINES (U.K.) LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30TH MARCH 2024






JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH MARCH 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Statement of Comprehensive Income 8

Consolidated Balance Sheet 9

Company Balance Sheet 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Cash Flow Statement 13

Notes to the Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 16


JARDINES (U.K.) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30TH MARCH 2024







DIRECTORS: D J Howton
Mr S Modi
Mrs P Modi
Mr K Modi
Mr H Modi





SECRETARY: Mrs P Modi





REGISTERED OFFICE: Winterhill House
Snowdon Drive
Winterhill
Milton Keynes
Buckinghamshire
MK6 1AP





REGISTERED NUMBER: 01827699 (England and Wales)





AUDITORS: HW Bedford Limited
First Floor, Woburn Court
2 Railton Road
Woburn Rd Ind Est
Kempston
Bedfordshire
MK42 7PN

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30TH MARCH 2024

The directors present their strategic report of the company and the group for the year ended 30th March 2024.

REVIEW OF BUSINESS
Overall, the Directors are satisfied with the group results. The core business of Community Pharmacies has undergone a phase of growth; there were 19 pharmacy acquisitions in this period, and no divestments, resulting in a significant increase in turnover. However, the funding environment laid out by the Community Pharmacy Contractual Framework continues to exert significant pressure on margins, coupled with ever-increasing cost-inflationary pressures, particularly with regard to labour expenses. This has perpetuated extremely challenging operating conditions for the period which has coincided with significant restructuring costs. Many of the acquisitions were in distress however, the Directors are confident there is scope to improve operational performance through increased delivery of NHS and private pharmacy services.

P3 Medical Limited experienced a challenging year of trading performance, with market uncertainties leading to unexpected fluctuations in demand for products and services. Despite this, the business was able to remain profitable in the year.

The performance of Hintlesham Hall Limited continues, in the opinion of the Directors, to be intrinsically linked to the macreconomic outlook and consumer confidence. The Directors are pleased as the continued growth of turnover, and the maintenance of a strong ADR, however remain conscious of every-increasing variable cost pressures.

Zeroshift Transmissions Limited is embarking on exciting development projects, such as the Innovate UK funded Paradigm Shift project for electric vehicles (EVs). The company maintains patent protections in both EVs and traditional combustion engines.

Jardines Finance Limited continues in its program of acting as a finance company and to the satisfaction of the Directors.

PRINCIPAL RISKS AND UNCERTAINTIES
The Directors are of the opinion that the NHS Community Pharmacy Contractual Framework is grossly underfunded, and unsustainable to continue in its current guise without a significant cash injection to the sector of His Majesty's Government. The exponential rise in cost pressures associated with rampant inflation in the financial year means spiralling labour, energy and property costs preclude the trend of nationwide pharmacy closures, which shows no sign of abating. The Directors note this has given an opportunity this year to acquire distressed assets from other entities, however this carries a degree of operation risk associated with rapid expansion.

KEY PERFORMANCE INDICATORS
Set out below are the primary KPI's - which are the turnover and trading margin - over the last 3 periods:




2024

2023
2022 (17
months)
£'000 £'000 £'000
Turnover 48,878 37,930 44,560
Gross profit margin 26.75% 31.77% 29.49%


The total shareholders' funds for the group at the year end are £42,575,272 (2023: £40,645,817).

ON BEHALF OF THE BOARD:





Mr H Modi - Director


8th May 2025

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30TH MARCH 2024

The directors present their report with the financial statements of the company and the group for the year ended 30th March 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30th March 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 31st March 2023 to the date of this report.

D J Howton
Mrs P Modi
Mr K Modi
Mr H Modi

Other changes in directors holding office are as follows:

Mr S Modi - appointed 19th October 2023

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 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 group's auditors are aware of that information.

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30TH MARCH 2024


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

ON BEHALF OF THE BOARD:





Mr H Modi - Director


8th May 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
JARDINES (U.K.) LIMITED

Opinion
We have audited the financial statements of Jardines (U.K.) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th March 2024 which comprise the Consolidated Statement of 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 30th March 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
JARDINES (U.K.) LIMITED


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 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 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:

- Identifying and assessing the controls management has in place to prevent and detect fraud;
- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
- Challenging assumptions and judgments made by management in its significant accounting estimates and judgments, including but not limited to; recoverability of inter company debts, valuations of investments and investment properties.
- Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and
- Assessing the extent of compliance with the relevant laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
JARDINES (U.K.) LIMITED


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.




Alberto Di Lorenzo FCA (Senior Statutory Auditor)
for and on behalf of HW Bedford Limited
First Floor, Woburn Court
2 Railton Road
Woburn Rd Ind Est
Kempston
Bedfordshire
MK42 7PN

8th May 2025

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30TH MARCH 2024

Year Ended Period
30/3/24 1/4/22 to 30/3/23
Notes £    £    £   

TURNOVER 3 48,878,150 37,930,215

Cost of sales 35,801,157 25,878,523
GROSS PROFIT 13,076,993 12,051,692

Administrative expenses 12,256,586 8,525,623
820,407 3,526,069

Other operating income 1,505,559 2,132,376
OPERATING PROFIT 5 2,325,966 5,658,445

Income from other participating interests 119,607 132,096
Interest receivable and similar income 406,938 221,345
526,545 353,441
2,852,511 6,011,886

Interest payable and similar expenses 6 10,721 21,804
PROFIT BEFORE TAXATION 2,841,790 5,990,082

Tax on profit 7 910,638 1,209,025
PROFIT FOR THE FINANCIAL YEAR 1,931,152 4,781,057

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,931,152

4,781,057

Profit attributable to:
Owners of the parent 1,929,455 4,722,495
Non-controlling interests 1,697 58,562
1,931,152 4,781,057

Total comprehensive income attributable to:
Owners of the parent 1,929,455 4,781,057
Non-controlling interests 1,697 -
1,931,152 4,781,057

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

CONSOLIDATED BALANCE SHEET
30TH MARCH 2024

2024 2023
Notes £    £    £   
FIXED ASSETS
Intangible assets 9 9,915,369 522,376
Tangible assets 10 10,426,841 9,584,573
Investments 11
Interest in associate 522,610 522,610
Other investments 1,358,139 1,373,590
Investment property 12 2,440,819 2,440,819
24,663,778 14,443,968

CURRENT ASSETS
Stocks 13 14,113,974 12,948,372
Debtors 14 13,627,937 14,891,081
Cash at bank and in hand 7,478,469 14,229,588
35,220,380 42,069,041
CREDITORS
Amounts falling due within one year 15 11,385,795 10,152,374
NET CURRENT ASSETS 23,834,585 31,916,667
TOTAL ASSETS LESS CURRENT
LIABILITIES

48,498,363

46,360,635

CREDITORS
Amounts falling due after more than one
year

16

(4,704,669

)

(4,728,669

)

PROVISIONS FOR LIABILITIES 19 (787,136 ) (556,560 )
NET ASSETS 43,006,558 41,075,406

CAPITAL AND RESERVES
Called up share capital 20 240,000 240,000
Revaluation reserve 21 1,576,568 1,576,568
Retained earnings 21 40,758,704 38,829,249
SHAREHOLDERS' FUNDS 42,575,272 40,645,817

NON-CONTROLLING INTERESTS 431,286 429,589
TOTAL EQUITY 43,006,558 41,075,406

The financial statements were approved by the Board of Directors and authorised for issue on 8th May 2025 and were signed on its behalf by:





Mr H Modi - Director


JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

COMPANY BALANCE SHEET
30TH MARCH 2024

2024 2023
Notes £    £    £   
FIXED ASSETS
Intangible assets 9 9,990,763 597,770
Tangible assets 10 2,287,778 1,436,148
Investments 11 17,307,264 12,327,083
Investment property 12 2,440,819 2,440,819
32,026,624 16,801,820

CURRENT ASSETS
Stocks 13 2,186,789 1,459,565
Debtors 14 11,801,655 20,653,938
Cash at bank and in hand 1,292,718 3,998,966
15,281,162 26,112,469
CREDITORS
Amounts falling due within one year 15 8,164,623 5,081,911
NET CURRENT ASSETS 7,116,539 21,030,558
TOTAL ASSETS LESS CURRENT
LIABILITIES

39,143,163

37,832,378

PROVISIONS FOR LIABILITIES 19 380,067 227,409
NET ASSETS 38,763,096 37,604,969

CAPITAL AND RESERVES
Called up share capital 20 240,000 240,000
Revaluation reserve 21 969,068 969,068
Retained earnings 21 37,554,028 36,395,901
SHAREHOLDERS' FUNDS 38,763,096 37,604,969

Company's profit for the financial year 1,158,127 3,671,986

The financial statements were approved by the Board of Directors and authorised for issue on 8th May 2025 and were signed on its behalf by:





Mr H Modi - Director


JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

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

Called up
share Retained Revaluation
capital earnings reserve
£    £    £   
Balance at 1st April 2022 (2,434,028 ) 34,106,754 1,576,568
As restated (2,434,028 ) 34,106,754 1,576,568

Changes in equity
Issue of share capital 2,674,028 - -
Total comprehensive income - 4,722,495 -
Balance at 30th March 2023 240,000 38,829,249 1,576,568

Changes in equity
Total comprehensive income - 1,929,455 -
Balance at 30th March 2024 240,000 40,758,704 1,576,568
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1st April 2022 33,249,294 371,027 33,620,321
Prior year adjustment - 58,562 58,562
As restated 33,249,294 429,589 33,678,883

Changes in equity
Issue of share capital 2,674,028 - 2,674,028
Total comprehensive income 4,722,495 - 4,722,495
Balance at 30th March 2023 40,645,817 429,589 41,075,406

Changes in equity
Total comprehensive income 1,929,455 1,697 1,931,152
Balance at 30th March 2024 42,575,272 431,286 43,006,558

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

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

Called up
share Retained Revaluation Total
capital earnings reserve equity
£    £    £    £   
Balance at 1st April 2022 240,000 32,723,915 969,068 33,932,983

Changes in equity
Total comprehensive income - 3,671,986 - 3,671,986
Balance at 30th March 2023 240,000 36,395,901 969,068 37,604,969

Changes in equity
Total comprehensive income - 1,158,127 - 1,158,127
Balance at 30th March 2024 240,000 37,554,028 969,068 38,763,096

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30TH MARCH 2024

Period
1/4/22
Year Ended to
30/3/24 30/3/23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 6,324,332 5,383,773
Interest paid (10,721 ) (21,804 )
Tax paid (719,490 ) (577,022 )
Net cash from operating activities 5,594,121 4,784,947

Cash flows from investing activities
Purchase of intangible fixed assets (9,505,432 ) -
Purchase of tangible fixed assets (1,438,455 ) (451,322 )
Purchase of fixed asset investments (317,435 ) (715,616 )
Sale of tangible fixed assets (30,542 ) 12,950
Sale of fixed asset investments 372,544 685,815
Interest received 406,938 221,345
Dividends received 119,607 132,096
Net cash from investing activities (10,392,775 ) (114,732 )

Cash flows from financing activities
Receipt of participating interest 50,610 -
Loan repayments in year (285,213 ) (392,789 )
Loan repaid participating interests (1,827,387 ) (76,775 )
Amount introduced by directors 109,525 56,100
Amount withdrawn by directors - (62,322 )
Net cash from financing activities (1,952,465 ) (475,786 )

(Decrease)/increase in cash and cash equivalents (6,751,119 ) 4,194,429
Cash and cash equivalents at beginning of
year

2

14,229,588

10,035,159

Cash and cash equivalents at end of year 2 7,478,469 14,229,588

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30TH MARCH 2024

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

Period
1/4/22
Year Ended to
30/3/24 30/3/23
£    £   
Profit before taxation 2,841,790 5,990,082
Depreciation charges 699,510 579,356
Loss/(profit) on disposal of fixed assets 98,827 (7,098 )
Loss on revaluation of fixed assets 39,658 -
Government grants (3,520 ) -
Finance costs 10,721 21,804
Finance income (526,545 ) (353,441 )
3,160,441 6,230,703
Increase in stocks (1,165,602 ) (783,282 )
Decrease/(increase) in trade and other debtors 1,212,534 (1,837,362 )
Increase in trade and other creditors 3,116,959 1,773,714
Cash generated from operations 6,324,332 5,383,773

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:

Year ended 30th March 2024
30/3/24 31/3/23
£    £   
Cash and cash equivalents 7,478,469 14,229,588
Period ended 30th March 2023
30/3/23 1/4/22
£    £   
Cash and cash equivalents 14,229,588 10,035,159


JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30TH MARCH 2024

3. ANALYSIS OF CHANGES IN NET FUNDS

At 31/3/23 Cash flow At 30/3/24
£    £    £   
Net cash
Cash at bank and in hand 14,229,588 (6,751,119 ) 7,478,469
14,229,588 (6,751,119 ) 7,478,469
Debt
Debts falling due within 1 year (626,484 ) 285,213 (341,271 )
Debts falling due after 1 year (4,704,669 ) - (4,704,669 )
(5,331,153 ) 285,213 (5,045,940 )
Total 8,898,435 (6,465,906 ) 2,432,529

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH MARCH 2024

1. STATUTORY INFORMATION

Jardines (U.K.) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation od certain assets.

The group consists of Jardines (U.K.) Ltd and all of its subsidiaries.

Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Jardines (U.K.) Ltd together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates.

All financial statements are made up to 31 March each year. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unreleased gains on transactions between group companies are eliminated on consolidation. Unreleased losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the groups financial statements from the date that control commences until the date the control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other ventures under contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the costs of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of the assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

2. 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.

i) Stock provision
The company assesses the need for stock provisions based on management's judgement regarding obsolescence, slow-moving stock, and potential impairments. Estimates are made using historical sales patterns, expected future demand, and the condition of stock - including those with an expiration period.

ii) Goodwill amortisation
The amortisation of goodwill is determined based on management's assessment of the expected useful life of acquired businesses and the future economic benefit derived from them. In estimating the amortisation period, consideration is given to factors such as industry norms, market conditions, and the sustainability of cash flows associated with the acquired assets.

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

2. ACCOUNTING POLICIES - continued

Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. The following criteria must also be met before revenue is recognised:

Sale of goods
Revenue from the sale of goods is recognised when the following conditions are satisfied:

- the Group has transferred the significant risks and rewards of ownership to the buyer;
- the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable the the group will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied;

- the amount of revenue can be measured reliably;
- it is probable that the Group will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.

Turnover comprises revenue recognised by the company in respect of the supply of pharmaceutical products and services purchased through the NHS during the year, exclusive of Value Added Tax and trade discounts, NHS Income is credited on an accrual basis when the respective prescriptions are issued.

Turnover in the subsidiaries comprises revenue recognised by the companies in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset as cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life of 20 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

2. ACCOUNTING POLICIES - continued
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where 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 have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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


JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

2. ACCOUNTING POLICIES - continued
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities
All other borrowing costs are recognised in profit or loss in the period in which they are incurred,

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property 2% on cost and not depreciated
Short leasehold Over the period of the lease and over 10 years
Plant and machinery 10% to 20% on cost
Fixtures and fittings 10% to 33% on cost and over 10 years
Motor vehicles 25% on reducing balance
Computer equipment 33% on cost and over 3 years

Government grants
Government grants are recognised at fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance obligations are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

2. ACCOUNTING POLICIES - continued

Investments in associates
Investments in associate undertakings are recognised at cost.

Equity investments are measured at fair value through profit and loss, except for those equity instruments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Investment property
Investment properties for which fair value can be measured reliably without undue cost or effort are measured at fair value at each reporting date with changes in fair value recognised in profit or loss. No formal valuation has taken place during the year by a professional independent valuer. The current fair value is based on a recognised valuation model.

Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Financial instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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.


JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

2. ACCOUNTING POLICIES - continued
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 year 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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less and bank overdrafts. Cash in transit is treated as cash and cash equivalent on transaction date.

Trade receivables
Trade receivables are recognised initially at the transaction price. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivable.

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

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

2. ACCOUNTING POLICIES - continued

Investments in associates
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and arc subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

Period
1/4/22
Year Ended to
30/3/24 30/3/23
£    £   
Goods and services 48,878,150 37,930,215
48,878,150 37,930,215

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

3. TURNOVER - continued

An analysis of turnover by geographical market is given below:

Period
1/4/22
Year Ended to
30/3/24 30/3/23
£    £   
United Kingdom 46,555,428 35,756,617
Europe 1,183,147 1,196,973
Rest of the world 1,139,575 976,625
48,878,150 37,930,215

4. EMPLOYEES AND DIRECTORS
Period
1/4/22
Year Ended to
30/3/24 30/3/23
£    £   
Wages and salaries 7,492,101 5,972,466
Social security costs 564,591 456,608
Other pension costs 827,228 122,375
8,883,920 6,551,449

The average number of employees during the year was as follows:
Period
1/4/22
Year Ended to
30/3/24 30/3/23

Sales and administration 285 202
Production 68 68
Directors 8 2
361 272

The average number of employees by undertakings that were proportionately consolidated during the year was 361 (2023 - 272 ) .

Period
1/4/22
Year Ended to
30/3/24 30/3/23
£    £   
Directors' remuneration 179,700 129,500
Directors' pension contributions to money purchase schemes 660,343 1,321

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 5 1

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

5. OPERATING PROFIT

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

Period
1/4/22
Year Ended to
30/3/24 30/3/23
£    £   
Hire of plant and machinery 41,258 36,635
Other operating leases 979,625 515,172
Depreciation - owned assets 587,071 437,323
Loss/(profit) on disposal of fixed assets 98,827 (7,098 )
Goodwill amortisation 112,439 142,032
Auditors' remuneration 23,000 15,400
Foreign exchange differences 6,568 5,830

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1/4/22
Year Ended to
30/3/24 30/3/23
£    £   
Bank loan interest 2,276 21,804
Interest on late tax payment 8,445 -
10,721 21,804

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
Period
1/4/22
Year Ended to
30/3/24 30/3/23
£    £   
Current tax:
UK corporation tax 676,418 1,221,675
Prior period under/(over) provisions 3,644 -
Total current tax 680,062 1,221,675

Deferred tax 230,576 (12,650 )
Tax on profit 910,638 1,209,025

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

7. TAXATION - continued

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

Period
1/4/22
Year Ended to
30/3/24 30/3/23
£    £   
Profit before tax 2,841,790 5,990,082
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

710,448

1,138,116

Effects of:
Expenses not deductible for tax purposes 58,228 3,763
Income not taxable for tax purposes (94,919 ) (22,230 )
Capital allowances in excess of depreciation (74,750 ) -
Depreciation in excess of capital allowances - 102,026
Utilisation of tax losses (106,582 ) -
Adjustments to tax charge in respect of previous periods 3,644 -
Deferred taxation 230,576 (12,650 )
Losses carried forward not yet utilised 183,993 -
Total tax charge 910,638 1,209,025

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

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


9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 31st March 2023 3,240,923
Additions 9,505,432
At 30th March 2024 12,746,355
AMORTISATION
At 31st March 2023 2,718,547
Amortisation for year 112,439
At 30th March 2024 2,830,986
NET BOOK VALUE
At 30th March 2024 9,915,369
At 30th March 2023 522,376

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

9. INTANGIBLE FIXED ASSETS - continued

Company
Goodwill
£   
COST
At 31st March 2023 1,521,313
Additions 9,505,432
At 30th March 2024 11,026,745
AMORTISATION
At 31st March 2023 923,543
Amortisation for year 112,439
At 30th March 2024 1,035,982
NET BOOK VALUE
At 30th March 2024 9,990,763
At 30th March 2023 597,770

10. TANGIBLE FIXED ASSETS

Group
Assets
Freehold Short under Plant and
property leasehold construction machinery
£    £    £    £   
COST
At 31st March 2023 8,903,929 1,134,919 235,360 2,556,227
Additions 17,949 275,000 - 172,969
Disposals - (51,620 ) - (5,500 )
Reclassification/transfer - - (235,360 ) 715,141
At 30th March 2024 8,921,878 1,358,299 - 3,438,837
DEPRECIATION
At 31st March 2023 587,523 862,670 - 2,369,018
Charge for year 22,290 54,762 - 144,507
Eliminated on disposal - (51,620 ) - (5,042 )
Reclassification/transfer - - - 367,052
At 30th March 2024 609,813 865,812 - 2,875,535
NET BOOK VALUE
At 30th March 2024 8,312,065 492,487 - 563,302
At 30th March 2023 8,316,406 272,249 235,360 187,209

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

10. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 31st March 2023 3,578,519 138,610 80,785 16,628,349
Additions 924,907 47,630 - 1,438,455
Disposals - (15,395 ) - (72,515 )
Reclassification/transfer (429,091 ) (50,690 ) - -
At 30th March 2024 4,074,335 120,155 80,785 17,994,289
DEPRECIATION
At 31st March 2023 3,069,425 74,355 80,785 7,043,776
Charge for year 349,209 16,303 - 587,071
Eliminated on disposal - (6,737 ) - (63,399 )
Reclassification/transfer (354,380 ) (12,672 ) - -
At 30th March 2024 3,064,254 71,249 80,785 7,567,448
NET BOOK VALUE
At 30th March 2024 1,010,081 48,906 - 10,426,841
At 30th March 2023 509,094 64,255 - 9,584,573

Company
Fixtures
Freehold Short and Motor
property leasehold fittings vehicles Totals
£    £    £    £    £   
COST
At 31st March 2023 1,165,919 353,014 1,664,060 87,920 3,270,913
Additions - 275,000 924,907 47,630 1,247,537
Disposals - (51,620 ) - (15,395 ) (67,015 )
At 30th March 2024 1,165,919 576,394 2,588,967 120,155 4,451,435
DEPRECIATION
At 31st March 2023 311,837 214,155 1,247,090 61,683 1,834,765
Charge for year 22,290 13,190 335,466 16,303 387,249
Eliminated on disposal - (51,620 ) - (6,737 ) (58,357 )
At 30th March 2024 334,127 175,725 1,582,556 71,249 2,163,657
NET BOOK VALUE
At 30th March 2024 831,792 400,669 1,006,411 48,906 2,287,778
At 30th March 2023 854,082 138,859 416,970 26,237 1,436,148

The carrying amount of the company's tangible fixed assets includes an amount of £nil (2023: £nil) in respect of assets held under finance leases.

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

11. FIXED ASSET INVESTMENTS

Group
Interest
in Listed Unlisted
associate investments investments Totals
£    £    £    £   
COST
At 31st March 2023 522,610 1,059,239 314,351 1,896,200
Additions - 89,927 227,508 317,435
Disposals - (307,465 ) - (307,465 )
Reclassification/transfer - (25,421 ) - (25,421 )
At 30th March 2024 522,610 816,280 541,859 1,880,749
NET BOOK VALUE
At 30th March 2024 522,610 816,280 541,859 1,880,749
At 30th March 2023 522,610 1,059,239 314,351 1,896,200
Company
Shares in Interest
group in Listed Unlisted
undertakings associate investments investments Totals
£    £    £    £    £   
COST
At 31st March 2023 10,485,982 522,610 1,059,239 259,252 12,327,083
Additions 5,000,000 - 89,927 223,140 5,313,067
Disposals - - (307,465 ) - (307,465 )
Reclassification/transfer - - (25,421 ) - (25,421 )
At 30th March 2024 15,485,982 522,610 816,280 482,392 17,307,264
NET BOOK VALUE
At 30th March 2024 15,485,982 522,610 816,280 482,392 17,307,264
At 30th March
2023

10,485,982

522,610

1,059,239

259,252

12,327,083

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

Subsidiaries

P3 Medical Group Limited
Registered office: C/O P3 Medical Ltd, 1 Newbridge Close, Bristol, BS4 4AX
Nature of business: Manufacture/distribution of medicial goods
%
Class of shares: holding
Ordinary 91.00
2024
£   
Aggregate capital and reserves 2,212,453
Profit for the year 2,212,453

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

11. FIXED ASSET INVESTMENTS - continued

Hintlesham Hall Hotel Limited
Registered office: Hintlesham Hall, Hintlesham, Ipswich, Suffolk, IP8 3NS
Nature of business: Hotel
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves (741,179 ) (692,515 )
Loss for the year/period (48,664 ) (305,699 )

Jardines Developments Limited
Registered office: Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP
Nature of business: Property development
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 654,588 618,635
Profit for the year/period 35,953 127,780

Jardines Finance Limited
Registered office: C/O Jardines Uk Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP
Nature of business: Lending money
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 16,343,211 10,474,565
Profit for the year/period 868,646 713,372

During the financial year, the company issued additional shares to the value of £5,000,000. The consideration was applied against the outstanding debt due to Jardines UK Limited.

Zeroshift Transmissions Limited
Registered office: C/O Jardines Uk Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP
Nature of business: Developing technology
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves (1,757,436 ) (1,493,641 )
Loss for the year/period (263,795 ) (217,393 )

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

11. FIXED ASSET INVESTMENTS - continued

Zeroshift Limited
Registered office: C/O Jardines (Uk) Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP
Nature of business: Dormant Company
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 1 1

Zeroshift Technologies Limited
Registered office: C/O Jardines (Uk) Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP
Nature of business: Dormant Company
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 1 1

Charles Noble Associates Limited
Registered office: C/O Jardines Uk Ltd, Winterhill House, Snowdon Drive, Milton Keynes, England, MK6 1AP
Nature of business: Managing properties
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 235,874 178,742
Profit for the year/period 57,132 71,860

Kingsfield Homes Limited
Registered office: C/O Jardines Uk Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP
Nature of business: Development of residential buildings
%
Class of shares: holding
2024 2023
£    £   
Aggregate capital and reserves 37,582 70,296
(Loss)/profit for the year/period (32,714 ) 21,573

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

11. FIXED ASSET INVESTMENTS - continued

P3 Medical Limited
Registered office: 1 Newbridge Close, Bristol, BS4 4AX
Nature of business: Medical and dental products
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 4,611,880 4,593,868
Profit for the year/period 18,012 621,311

Promedica UK Limited
Registered office: 1 Newbridge Close, Bristol, BS4 4AX
Nature of business: Dormant Company
%
Class of shares: holding
Ordinary 100.00

Stericom Limited
Registered office: Unit 1 P3 Medical Ltd, Newbridge Close, Bristol, England, BS4 4AX
Nature of business: Sale of medical and diagnostic devices
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 2 2

Chaffron Apartments Limited
Registered office: C/O Jardines Uk Ltd Winterhill House, Snowdon Drive, Milton Keynes, England, MK6 1AP
Nature of business: Property development
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 357,698 281,702
Profit for the year/period 75,996 73,855

Associated companies

Allied Westminster (Insurance Services) Limited
Registered office: Allied House Holgate Lane, Boston Spa, Wetherby, West Yorkshire, LS23 6BN
Nature of business: IT consultancy
%
Class of shares: holding
Ordinary 33.00

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

11. FIXED ASSET INVESTMENTS - continued

The Saxon Centre Management Company Limited
Registered office: 5 Argosy Court Scimitar Way, Whitley Business Park, Coventry, West Midlands, United Kingdom, CV3 4GA
Nature of business: Property management
%
Class of shares: holding
Ordinary 10.00


In accordance with section 479A of the Companies Act 2006 Jardines Developments Limited, company number 10220490, has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 Jardines Finance Limited, company number 10537164, has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 Hintlesham Hall Hotel Limited Limited, company number 04797993, has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 P3 Medical Group Limited, company number , 05489687 has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 P3 Medical Limited, company number 01072913, has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 Promedica UK Ltd, company number 04095231, has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 Zeroshift Transmissions Ltd, company number 07138497, has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 Stericom Limited, company number 03856044, has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 Charles Noble Associates Limited, company number 11691193, has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 Kingsfield Homes Limited, company number , 11725072, has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

In accordance with section 479A of the Companies Act 2006 Chaffron Apartments Ltd, company number , 12295921has taken advantage of the audit exemption of its individual accounts for the period ended 30 March 2024, as Jardines (U.K.) Limited has guaranteed all of its liabilities.

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

12. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 31st March 2023
and 30th March 2024 2,440,819
NET BOOK VALUE
At 30th March 2024 2,440,819
At 30th March 2023 2,440,819

Company
Total
£   
FAIR VALUE
At 31st March 2023
and 30th March 2024 2,440,819
NET BOOK VALUE
At 30th March 2024 2,440,819
At 30th March 2023 2,440,819

Fair value at 30th March 2024 is represented by:
£   
Valuation in 2012 50,000
Valuation in 2013 119,068
Valuation in 2015 800,000
Cost 1,471,751
2,440,819

13. STOCKS

Group Company
2024 2023 2024 2023
£    £    £    £   
Stocks 13,473,769 12,688,646 2,186,789 1,459,565
Work-in-progress 35,479 7,911 - -
Finished goods 604,726 251,815 - -
14,113,974 12,948,372 2,186,789 1,459,565

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

14. DEBTORS

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year:
Trade debtors 4,075,002 3,149,678 2,999,912 2,351,341
Doubtful debt provision (13,434 ) (19,340 ) - -
Amounts owed by group undertakings - - 6,640,613 16,315,412
Amounts owed by participating interests 645,189 695,799 669,189 695,799
Other debtors 253,774 153,365 245,853 150,560
Amounts due from unrelated parties 7,014,722 9,394,180 - -
Tax 48,685 35,836 - -
VAT 686,000 364,569 890,159 608,727
Prepayments and accrued income 747,400 946,395 355,929 532,099
13,457,338 14,720,482 11,801,655 20,653,938

Amounts falling due after more than one year:
Other debtors 170,599 170,599 - -

Aggregate amounts 13,627,937 14,891,081 11,801,655 20,653,938

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 17) - 285,213 - -
Preference shares (see note 17) 341,271 341,271 - -
Trade creditors 5,538,473 3,373,781 4,876,131 2,818,178
Amounts owed to group undertakings - - 190,000 -
Amounts owed to participating interests 342,838 2,170,225 - -
Amounts owed to associates 265,000 15,000 265,000 15,000
Corporation tax 1,574,336 1,600,915 942,100 1,153,595
Social security and other taxes 148,834 93,038 71,562 26,904
Other creditors 1,111,098 616,347 702,724 362,380
Net wages outstanding 83,298 - - -
Directors' current accounts 798,960 689,435 436,235 327,732
Accruals and deferred income 1,181,687 967,149 680,871 378,122
11,385,795 10,152,374 8,164,623 5,081,911

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

Group
2024 2023
£    £   
Preference shares (see note 17) 4,704,669 4,704,669
Amounts owed to group undertakings - 24,000
4,704,669 4,728,669

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

17. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans - 285,213
Preference shares 341,271 341,271
341,271 626,484
Amounts falling due between one and two years:
Preference shares 4,704,669 4,704,669

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 593,213 298,740
Between one and five years 710,998 563,518
In more than five years 407,122 474,708
1,711,333 1,336,966

Company
Non-cancellable operating leases
2024 2023
£    £   
Within one year 593,213 298,740
Between one and five years 710,998 563,518
In more than five years 407,122 474,708
1,711,333 1,336,966

19. PROVISIONS FOR LIABILITIES

Group Company
2024 2023 2024 2023
£    £    £    £   
Deferred tax 787,136 556,560 380,067 227,409

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

19. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 31st March 2023 556,560
Provided during year 230,576
Balance at 30th March 2024 787,136

Company
Deferred
tax
£   
Balance at 31st March 2023 227,409
Provided during year 152,658
Balance at 30th March 2024 380,067

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
2,400,000 Ordinary £0.1 240,000 240,000

21. RESERVES

Group
Retained Revaluation
earnings reserve Totals
£    £    £   

At 31st March 2023 38,829,249 1,576,568 40,405,817
Profit for the year 1,929,455 1,929,455
At 30th March 2024 40,758,704 1,576,568 42,335,272

Company
Retained Revaluation
earnings reserve Totals
£    £    £   

At 31st March 2023 36,395,901 969,068 37,364,969
Profit for the year 1,158,127 1,158,127
At 30th March 2024 37,554,028 969,068 38,523,096


22. PENSION COMMITMENTS

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

JARDINES (U.K.) LIMITED (REGISTERED NUMBER: 01827699)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH MARCH 2024

23. RELATED PARTY DISCLOSURES

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

The group 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.

Some of the loans held by the company are with related parties, as they share common directors and shareholders. However, all such loans and transactions have been conducted on an arm's length basis. Details of these loans as at the balance sheet date are set out below.

At the balance sheet date, £Nil (2023: £586) was included in trade creditors owed to Jewel Saffire Products Limited, a company owned 50% by director Mr H Modi. At the year end there is a loan to Jewel Saffire Products Limited for the sum of £645,189 (2023 - £695,799).

At the balance sheet date £282 (2023: £nil) was owed to Pioneer House Developments LImited, a company owned 50% by director Mr. H Modi.

During the year, a loan was made to Jardines Property Developments Limited, a company owned by director Mr. H. Modi. As at the year end, an amount of £250,000 (2023: £Nil) was outstanding from the company.

At the balance sheet date, £15,000 (2023: £15,000) was due from Mercury Estates LLP, an entity in which Mr. Krishan Modi and Mr. Shyam Modi are directors. There were no transactions with the entity during the year.

The Company has borrowed £5,000 (2023: £5,000) from Elliot Charles Holdings Limited, a company under common control. The loan was interest free and repayable on demand

During the year, the company paid £350 to Jardines Retirement Benefit Fund, where H Modi and P Modi are beneficiaries.

There are no related party expenses or income in the profit and loss account, other than the following:

During the period, the company received purchase invoices of £15,144 (2023 - £100,904) from Lakeside MK Limited, a company H Modi is a director of.

During the period, Jardines (UK) Limited received management fees of Nil (2023 - £70,080) from Pioneer House Developments Limited, a company H Modi and P Modi are directors of.