| 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 |
| 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: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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: |
| 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. |
| Other changes in directors holding office are as follows: |
| 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: |
| 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. |
| for and on behalf of |
| First Floor, Woburn Court |
| 2 Railton Road |
| Woburn Rd Ind Est |
| Kempston |
| Bedfordshire |
| MK42 7PN |
| 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 |
| 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 |
| Tangible assets | 10 |
| Investments | 11 |
| Investment property | 12 |
| CURRENT ASSETS |
| Stocks | 13 |
| Debtors | 14 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 15 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 19 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Revaluation reserve | 21 |
| Retained earnings | 21 |
| SHAREHOLDERS' FUNDS |
| 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 |
| 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 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30th March 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30th March 2024 |
| 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 |
| 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 |
| 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 |
| Additions |
| At 30th March 2024 |
| AMORTISATION |
| At 31st March 2023 |
| Amortisation for year |
| At 30th March 2024 |
| NET BOOK VALUE |
| At 30th March 2024 |
| At 30th March 2023 |
| 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 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| At 30th March 2024 |
| DEPRECIATION |
| At 31st March 2023 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| At 30th March 2024 |
| NET BOOK VALUE |
| At 30th March 2024 |
| At 30th March 2023 |
| 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 | 12,327,083 |
| Additions | 5,313,067 |
| Disposals | ( |
) | (307,465 | ) |
| Reclassification/transfer | ( |
) | (25,421 | ) |
| At 30th March 2024 | 17,307,264 |
| NET BOOK VALUE |
| At 30th March 2024 | 17,307,264 |
| At 30th March 2023 |
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 |
| Registered office: C/O P3 Medical Ltd, 1 Newbridge Close, Bristol, BS4 4AX |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 |
| £ |
| Aggregate capital and reserves |
| Profit for the year |
| 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 |
| Registered office: Hintlesham Hall, Hintlesham, Ipswich, Suffolk, IP8 3NS |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year/period | ( |
) | ( |
) |
| Registered office: Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year/period |
| Registered office: C/O Jardines Uk Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year/period |
| 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. |
| Registered office: C/O Jardines Uk Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year/period | ( |
) | ( |
) |
| 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 |
| Registered office: C/O Jardines (Uk) Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Registered office: C/O Jardines (Uk) Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Registered office: C/O Jardines Uk Ltd, Winterhill House, Snowdon Drive, Milton Keynes, England, MK6 1AP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year/period |
| Registered office: C/O Jardines Uk Ltd, Winterhill House Snowdon Drive, Winterhill, Milton Keynes, England, MK6 1AP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| (Loss)/profit for the year/period | ( |
) |
| 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 |
| Registered office: 1 Newbridge Close, Bristol, BS4 4AX |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year/period |
| Registered office: 1 Newbridge Close, Bristol, BS4 4AX |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Unit 1 P3 Medical Ltd, Newbridge Close, Bristol, England, BS4 4AX |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Registered office: C/O Jardines Uk Ltd Winterhill House, Snowdon Drive, Milton Keynes, England, MK6 1AP |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year/period |
| Associated companies |
| Registered office: Allied House Holgate Lane, Boston Spa, Wetherby, West Yorkshire, LS23 6BN |
| Nature of business: |
| % |
| Class of shares: | holding |
| 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 |
| Registered office: 5 Argosy Court Scimitar Way, Whitley Business Park, Coventry, West Midlands, United Kingdom, CV3 4GA |
| Nature of business: |
| % |
| Class of shares: | holding |
| 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 |
| NET BOOK VALUE |
| At 30th March 2024 |
| At 30th March 2023 |
| 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 |
| Work-in-progress | 35,479 | 7,911 |
| Finished goods | 604,726 | 251,815 |
| 14,113,974 | 12,948,372 |
| 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 |
| Doubtful debt provision | (13,434 | ) | (19,340 | ) | - | - |
| Amounts owed by group undertakings | - | - |
| Amounts owed by participating interests | 645,189 | 695,799 | 669,189 | 695,799 |
| Other debtors | 253,774 | 153,365 |
| Amounts due from unrelated parties | 7,014,722 | 9,394,180 | - | - |
| Tax | 48,685 | 35,836 |
| VAT | 686,000 | 364,569 |
| Prepayments and accrued income | 747,400 | 946,395 |
| 13,457,338 | 14,720,482 |
| Amounts falling due after more than one | year: |
| Other debtors | 170,599 | 170,599 |
| Aggregate amounts | 13,627,937 | 14,891,081 |
| 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 |
| Amounts owed to group undertakings | - | - |
| 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 |
| Social security and other taxes | 148,834 | 93,038 |
| Other creditors | 1,111,098 | 616,347 |
| 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 |
| 11,385,795 | 10,152,374 |
| 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 |
| Between one and five years |
| In more than five years |
| 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 |
| Provided during year |
| Balance at 30th March 2024 |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| 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 | 37,364,969 |
| Profit for the year |
| At 30th March 2024 | 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. |