| REGISTERED NUMBER: |
| Unaudited Financial Statements |
| For The Year Ended 30th June 2024 |
| for |
| Alan Courtenay Limited |
| REGISTERED NUMBER: |
| Unaudited Financial Statements |
| For The Year Ended 30th June 2024 |
| for |
| Alan Courtenay Limited |
| Alan Courtenay Limited (Registered number: 01828365) |
| Contents of the Financial Statements |
| For The Year Ended 30th June 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 4 |
| Alan Courtenay Limited |
| Company Information |
| For The Year Ended 30th June 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| Chartered Accountants |
| 4 Old Market Place |
| Ripon |
| North Yorkshire |
| HG4 1EQ |
| Alan Courtenay Limited (Registered number: 01828365) |
| Balance Sheet |
| 30th June 2024 |
| 30.6.24 | 30.6.23 |
| as restated |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Stocks | 6 |
| Debtors | 7 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 8 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
9 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Share premium | 12 |
| Capital redemption reserve | 12 |
| Retained earnings | 12 |
| SHAREHOLDERS' FUNDS |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
| Alan Courtenay Limited (Registered number: 01828365) |
| Balance Sheet - continued |
| 30th June 2024 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Alan Courtenay Limited (Registered number: 01828365) |
| Notes to the Financial Statements |
| For The Year Ended 30th June 2024 |
| 1. | STATUTORY INFORMATION |
| Alan Courtenay Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £. |
| The significant accounting policies applied in the preparation of these financial statements are set out below. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances. |
| Sale of goods |
| Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods. |
| Rendering of services |
| Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably. |
| 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. |
| Research and development expenditure |
| Research expenditure is charged to profit and loss as incurred. |
| Development phase expenditure is capitalised as an intangible asset when the company can demonstrate that all of the following conditions has been met: the technical feasibility of completing the intangible asset so that it will be available for use or sale, the intention to complete the intangible asset and use or sell it, the ability to use or sell the intangible asset, that the intangible asset will generate future economic benefits, the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, the ability to measure reliably the expenditure attributable to the intangible asset during its development. |
| Development costs are being amortised evenly over their estimated useful life of three years. |
| Alan Courtenay Limited (Registered number: 01828365) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30th June 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost or valuation less accumulated depreciation and accumulated impairment |
| losses. Cost includes costs directly attributable to making the asset capable of operating as intended. |
| Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated |
| residual value, of each asset on a systematic basis over its expected useful life as follows: |
| Short Leasehold - 25% on reducing balance |
| Plant and machinery - 25% on reducing balance |
| Fixtures and fittings - 25% on reducing balance |
| Motor vehicles - 25% on reducing balance |
| Computer equipment - 25% on reducing balance |
| Stocks and work in progress |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes |
| all costs of purchase and all 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. |
| Work-in-progress is reflected in the accounts on a component only basis. No provision is included for either labour costs or profit. |
| Foreign currencies |
| Foreign currency transactions are initially recognised by applying to the foreign currency amount the spot |
| exchange rate between the functional currency and the foreign currency at the date of the transaction. |
| Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are translated using |
| the closing rate. |
| Taxation |
| Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the |
| current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax |
| rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax represents the future tax consequences of transactions and events recognised in the financial |
| statements of current and previous periods. It is recognised in respect of all timing differences, with certain |
| exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. 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. |
| Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the |
| balance sheet date that are expected to apply to the reversal of timing differences. |
| Alan Courtenay Limited (Registered number: 01828365) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30th June 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Assets acquired under finance leases are capitalised and depreciated over the shorter of the lease term and the |
| expected useful life of the asset. Minimum lease payments are apportioned between the finance charge and the |
| reduction of the outstanding lease liability using the effective interest method. The related obligations, net of |
| future finance charges, are included in creditors. |
| Rentals payable and receivable under operating leases are charged to the profit and loss account on a straight |
| line basis over the period of the lease. |
| Debtors and creditors receivable / payable within one year |
| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at |
| transaction price. Any losses arising from impairment are recognised in the profit and loss account in other |
| administrative expenses. |
| Impairment |
| Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease. |
| Provisions |
| Provisions are recognised when the company has an obligation at the balance sheet date as a result of a past |
| event, it is probable that an outflow of economic benefits will be required in settlement and the amount can be |
| reliably estimated. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | INTANGIBLE FIXED ASSETS |
| Development |
| costs |
| £ |
| COST |
| Additions |
| At 30th June 2024 |
| AMORTISATION |
| Amortisation for year |
| At 30th June 2024 |
| NET BOOK VALUE |
| At 30th June 2024 |
| Alan Courtenay Limited (Registered number: 01828365) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30th June 2024 |
| 5. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Short | Plant and | and |
| leasehold | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1st July 2023 |
| Additions |
| Disposals | ( |
) | ( |
) |
| Reclassification/transfer | ( |
) |
| At 30th June 2024 |
| DEPRECIATION |
| At 1st July 2023 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| Reclassification/transfer | ( |
) |
| At 30th June 2024 |
| NET BOOK VALUE |
| At 30th June 2024 |
| At 30th June 2023 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1st July 2023 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| Reclassification/transfer |
| At 30th June 2024 |
| DEPRECIATION |
| At 1st July 2023 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| Reclassification/transfer |
| At 30th June 2024 |
| NET BOOK VALUE |
| At 30th June 2024 |
| At 30th June 2023 |
| Alan Courtenay Limited (Registered number: 01828365) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30th June 2024 |
| 6. | STOCKS |
| 30.6.24 | 30.6.23 |
| as restated |
| £ | £ |
| Stocks |
| Work-in-progress |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 30.6.24 | 30.6.23 |
| as restated |
| £ | £ |
| Trade debtors |
| Other debtors |
| Amounts owed by parent undertaking |
| Prepayments and accrued income |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 30.6.24 | 30.6.23 |
| as restated |
| £ | £ |
| Hire purchase contracts (see note 10) |
| Trade creditors |
| Corporation Tax |
| Social security and other taxes |
| Other creditors |
| Unsecured convertible loan note |
| Accruals and deferred income |
| 9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 30.6.24 | 30.6.23 |
| as restated |
| £ | £ |
| Hire purchase contracts (see note 10) |
| Unsecured convertible loan note | - | 2,890,000 |
| Alan Courtenay Limited (Registered number: 01828365) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30th June 2024 |
| 9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
| The two unsecured convertible loan notes were both created on completion of a Share Purchase Agreement between the shareholders of the company and Perigon Limited on 1 June 2023 (the "SPA"). The first loan note has a principal value of £800,000 which had a redemption date of the first anniversary of completion of the SPA. The second loan note has a principal value of £2,890,000 which is due for redemption on the second anniversary of completion of the SPA. |
| Both the loan notes are unsecured obligations of the company and rank pari passu among themselves. In the event of a default by the company on the payment of a loan note the noteholders are entitled, but not obliged, to convert all of the loan notes that remain outstanding into fully paid A Ordinary Shares at the conversion price, being the market value of at the redemption date. |
| The first loan note was paid in full on the redemption date. The second loan note remained a liability of the company at the year end. See note 13 Post Balance Sheet event. |
| Perigon Limited as the company acquiring the shares in the company provided an indemnity and full guarantee to the company in respect of the liabilities arising under the two loan notes |
| 10. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Hire purchase contracts |
| 30.6.24 | 30.6.23 |
| as restated |
| £ | £ |
| Gross obligations repayable: |
| Within one year |
| Between one and five years |
| Finance charges repayable: |
| Within one year |
| Between one and five years |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Non-cancellable |
| operating leases |
| 30.6.24 | 30.6.23 |
| as restated |
| £ | £ |
| Within one year |
| Between one and five years |
| Alan Courtenay Limited (Registered number: 01828365) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30th June 2024 |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 30.6.24 | 30.6.23 |
| value: | as restated |
| £ | £ |
| Ordinary £5 | £5 | 500 | 500 |
| 12. | RESERVES |
| Capital |
| Retained | Share | redemption |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1st July 2023 | 2,987,619 |
| Profit for the year |
| At 30th June 2024 | 4,006,911 |
| 13. | POST BALANCE SHEET EVENT |
| As the result of a Settlement Agreement that was made on 9 May 2025 it has been agreed that the obligations of the company under the second loan note, with an original value of £2,890,000, have been replaced by an obligation for Perigon Limited, the parent company, to make agreed payments directly to the vendors. The Settlement Agreement has been concluded after the balance sheet date but prior to the approval of the financial statements. |
| Alan Courtenay Limited (Registered number: 01828365) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30th June 2024 |
| 14. | PRIOR YEAR ADJUSTMENTS |
| The prior period balance sheet and retained earnings have been restated. The prior year restatements are in relation to the completion of a Share Purchase Agreement between the shareholders of the company and Perigon Limited on 1 June 2023, under which Perigon Limited acquired 100% of the issued share capital of the Company. |
| The first restatement relates to a payment of £2,150,000 that was made to the shareholders of the company under the terms of the Share Purchase Agreement as part of the purchase price. The previously filed financial statements reported a share capital reduction of £2,150,000 that was shown as a reduction against retained earnings. The directors consider that the payment of £2,150,000 was part of the purchase consideration that was paid by Perigon Limited, using funds that were borrowed by Perigon Limited from the company. The balance sheet has been restated to report a loan due from Perigon Limited of £2,150,00 which is disclosed as part of Amounts owed by parent undertaking and the retained reserves have been increased by £2,150,000. |
| The second restatement relates to the Second Completion Payment of £100,000 that under the terms of the Share Purchase Agreement was due for payment by Perigon Limited on 20th October 2023. The previously filed financial statements reported the £100,000 Second Completion Payment as a share capital reduction and a liability of the company of £100,000 at 30th June 2023. The directors consider the Second Completion Payment to be a liability of Perigon Limited and not a liability of the company. Therefore, the balance sheet has been restated to increase retained reserves by £100,000 and to restate the previously reported liability of £96,799 that was reported as Other creditors - resigned directors loan as a balance of £3,201 due to the company by the resigned directors. |
| The third restatement relates to two Loan Note instruments that were issued and allotted by the company on completion of the Share Purchase Agreement. Under the terms of the Share Purchase Agreement the company was required to issue on the completion date two unsecured, redeemable loan notes. The first loan note for the nominal amount of £800,000 was redeemable on the first anniversary of the completion of the Share Purchase Agreement. The second loan note for the nominal value of £2,890,000 is redeemable on the second anniversary of the completion of the Share Purchase Agreement. The Loan Notes were both issued to the vendors under the Share Purchase Agreement by the company. Perigon Limited as the company acquiring the shares in the company provided an indemnity and full guarantee to the company in respect of the liabilities arising under the two loan notes. The previously filed financial statements did not report the liability of the company under the two loan notes and neither did they report the corresponding guarantee from Perigon Limited. The balance sheet has been restated to disclose the first loan note as a liability of £800,000 due within one year, the second loan note as a liability of £2,890,000 due after more than one year and an amount of £3,690,000 as an amount due by Perigon Limited which is disclosed under Amounts owed by parent undertaking. |
| There has not been any restatement of the prior period Income Statement. |