| REGISTERED NUMBER: 01124395 (England and Wales) |
| Miscombe Group Limited |
| Report of the Director and |
| Consolidated Financial Statements for the Year Ended 30th September 2024 |
| REGISTERED NUMBER: 01124395 (England and Wales) |
| Miscombe Group Limited |
| Report of the Director and |
| Consolidated Financial Statements for the Year Ended 30th September 2024 |
| Miscombe Group Limited (Registered number: 01124395) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 30th September 2024 |
| Page |
| Company Information | 1 |
| Report of the Director | 2 |
| Consolidated Income Statement | 3 |
| Consolidated Balance Sheet | 5 |
| Company Balance Sheet | 7 |
| Notes to the Consolidated Financial Statements | 9 |
| Miscombe Group Limited |
| Company Information |
| for the Year Ended 30th September 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| Chartered Accountants |
| 2 Oriel Court |
| Omega Park |
| Alton |
| Hampshire |
| GU34 2YT |
| Miscombe Group Limited (Registered number: 01124395) |
| Report of the Director |
| for the Year Ended 30th September 2024 |
| The director presents her report with the financial statements of the company and the group for the year ended 30th September 2024. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| Miscombe Group Limited (Registered number: 01124395) |
| Consolidated Income Statement |
| for the Year Ended 30th September 2024 |
| 2024 | 2024 | 2024 |
| Continuing | Discontinued | Total |
| £ | £ | £ |
| TURNOVER | 654,942 | - | 654,942 |
| Cost of sales | (201,832 | ) | - | (201,832 | ) |
| GROSS PROFIT | 453,110 | - | 453,110 |
| Administrative expenses | (343,610 | ) | (2,838 | ) | (346,448 | ) |
| 109,500 | (2,838 | ) | 106,662 |
| Other operating income | 57,788 | - | 57,788 |
| OPERATING PROFIT/(LOSS) | 167,288 | (2,838 | ) | 164,450 |
| Interest receivable and similar income | 46,606 | - | 46,606 |
| Interest payable and similar expenses | (85,622 | ) | - | (85,622 | ) |
| PROFIT/(LOSS) BEFORE TAXATION | 128,272 | (2,838 | ) | 125,434 |
| Tax on profit/(loss) | (4,566 | ) | - | (4,566 | ) |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
| Miscombe Group Limited (Registered number: 01124395) |
| Consolidated Income Statement |
| for the Year Ended 30th September 2024 |
| 2023 | 2023 | 2023 |
| Continuing | Discontinued | Total |
| £ | £ | £ |
| TURNOVER | 677,866 | - | 677,866 |
| Cost of sales | (255,935 | ) | - | (255,935 | ) |
| GROSS PROFIT | 421,931 | - | 421,931 |
| Administrative expenses | (463,499 | ) | - | (463,499 | ) |
| (41,568 | ) | - | (41,568 | ) |
| Other operating income | 714 | - | 714 |
| OPERATING LOSS | (40,854 | ) | - | (40,854 | ) |
| Interest receivable and similar income | 5,181 | - | 5,181 |
| Gain/loss on revaluation of assets | 14,000 | - | 14,000 |
| Interest payable and similar expenses | (100,000 | ) | - | (100,000 | ) |
| LOSS BEFORE TAXATION | (121,673 | ) | - | (121,673 | ) |
| Tax on loss | (23,704 | ) | - | (23,704 | ) |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| Miscombe Group Limited (Registered number: 01124395) |
| Consolidated Balance Sheet |
| 30th September 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 5 | 1,767,212 | 1,756,767 |
| Investments | 6 |
| Interest in associate | 1,673,026 | 1,679,523 |
| Investment property | 7 | 4,219,000 | 4,219,000 |
| 7,659,238 | 7,655,290 |
| CURRENT ASSETS |
| Stocks | 1,370,595 | 5,137,985 |
| Debtors | 8 | 7,305,638 | 6,125,439 |
| Cash at bank and in hand | 1,611,362 | 434,417 |
| 10,287,595 | 11,697,841 |
| CREDITORS |
| Amounts falling due within one year | 9 | 1,863,884 | 1,103,690 |
| NET CURRENT ASSETS | 8,423,711 | 10,594,151 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
16,082,949 |
18,249,441 |
| CREDITORS |
| Amounts falling due after more than one year |
10 |
- |
(1,500,000 |
) |
| PROVISIONS FOR LIABILITIES | (90,914 | ) | (86,348 | ) |
| NET ASSETS | 15,992,035 | 16,663,093 |
| CAPITAL AND RESERVES |
| Called up share capital | 11 | 465,000 | 465,000 |
| Revaluation reserve | 12 | 1,872,420 | 1,878,917 |
| Capital redemption reserve | 12 | 35,000 | 35,000 |
| Retained earnings | 12 | 13,619,615 | 14,284,176 |
| SHAREHOLDERS' FUNDS | 15,992,035 | 16,663,093 |
| The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30th September 2024. |
| The members have not required the company and the group to obtain an audit of its financial statements for the year ended 30th September 2024 in accordance with Section 476 of the Companies Act 2006. |
| The director acknowledges her responsibilities for: |
| (a) | ensuring that the group 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 and the group as at the end of each financial year and of the group's 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 and the group. |
| Miscombe Group Limited (Registered number: 01124395) |
| Consolidated Balance Sheet - continued |
| 30th September 2024 |
| The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. |
| The financial statements were approved by the director and authorised for issue on 2nd June 2025 and were signed by: |
| R A Barnett - Director |
| Miscombe Group Limited (Registered number: 01124395) |
| Company Balance Sheet |
| 30th September 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 5 |
| Investments | 6 |
| Investment property | 7 |
| CURRENT ASSETS |
| Debtors | 8 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 9 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
10 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Capital redemption reserve | 12 |
| Retained earnings | 12 |
| SHAREHOLDERS' FUNDS |
| Company's profit/(loss) for the financial year | 3,913,626 | (62,999 | ) |
| The director acknowledges her 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. |
| Miscombe Group Limited (Registered number: 01124395) |
| Company Balance Sheet - continued |
| 30th September 2024 |
| The financial statements were approved by the director and authorised for issue on |
| Miscombe Group Limited (Registered number: 01124395) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 30th September 2024 |
| 1. | STATEMENT OF COMPLIANCE |
| Miscombe Group Limited is a private company, limited by shares, incorporated in England and Wales. The address of the registered office is 1 Jacobs Yard, North Lane, Buriton, Petersfield, GU31 5RR. The registration number is 01124395. |
| The financial statements are presented in sterling which is the functional currency of the group and rounded to the nearest pound. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of 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, with the exception of investment properties that are held at fair value. |
| Basis of consolidation |
| The consolidated financial statements incorporate the results of Miscombe Group Limited and all its subsidiary undertakings using the acquisition method of accounting. |
| During the year the Company disposed of a subsidiary. Results of discontinued operations are presented separately in the Consolidated Income Statement and clearly identified as relating to discontinued operations. Values are not comparable with the previous year as the trading period for the disposal relates to a single month compared to the prior year period of one year. |
| The investment in the associate is included using the equity method of accounting. |
| 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. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Miscombe Group Limited (Registered number: 01124395) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30th September 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Income |
| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at fair value of the consideration received or receivable, excluding value added tax. The following criteria must also be met before revenue is recognised: |
| Farming |
| Turnover in respect of crops grown in the current period sold on forward contracts is recognised in the current period at the expected price of the crops on maturity of the contract. |
| Sale of properties |
| Turnover represents the consideration for property sales recognised on legal completion. |
| Furniture wholesale and retail |
| Turnover comprises revenue recognised by the Group in respect of goods and services supplied during the year, exclusive of value added tax and trade discounts. Revenue is recognised once the significant risks and rewards of ownership is transferred to the buyer, this is deemed when the goods are despatched. |
| Rent receivable |
| Turnover comprising of rent receivable from the Company's property, exclusive of value added tax where applicable, is recognised on a straight line basis over the term of the lease. |
| Tangible fixed assets |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Freehold Land | - | Not depreciated |
| Freehold Property | - | 2% straight line |
| Plant and machinery | - | 10 - 20% straight line |
| Motor vehicles | - | 10 - 20% straight line |
| Furniture, fixtures and equipment | - | 20% straight line |
| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate. |
| Investment property |
| Investment property is carried at fair value determined annually by the directors and derived from available market information. Changes in fair value are recognised in the Consolidated Income Statement and no depreciation is provided on these assets. |
| Stocks |
| Work in progress |
| Development properties are valued at the lower of cost and net realisable value, being the estimated selling price less costs to complete. Cost includes all direct costs and attributable overheads associated with the development projects. |
| Finished goods and goods for resale |
| Finished goods and goods for resale are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. |
| At each balance sheet date, stocks are assessed for impairment. If the stock is impaired, the |
| carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is |
| recognised in the Income Statement. |
| Miscombe Group Limited (Registered number: 01124395) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30th September 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the financial instrument. |
| Cash and cash equivalents |
| These comprise cash at bank. |
| Debtors |
| Debtors do not carry any interest and are stated at their nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the Income Statement when there is objective evidence that the asset is impaired. |
| Creditors |
| Creditors are not interest bearing and are stated at their nominal value. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the 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. |
| Pension costs and other post-retirement benefits |
| The group operates defined contribution pension schemes. Contributions payable to the group's pension schemes are charged to the Income Statement in the period to which they relate. |
| Investments |
| Investments in subsidiaries and associates are held as fixed assets and stated at cost less provision for impairment. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| The average number of employees by undertakings that were proportionately consolidated during the year was 2 (2023 - 3 ) . |
| Miscombe Group Limited (Registered number: 01124395) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30th September 2024 |
| 4. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 5. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Freehold | Plant and | and | Motor |
| property | machinery | fittings | vehicles | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1st October 2023 | 1,833,878 | 183,116 | 60,483 | 31,383 | 2,108,860 |
| Additions | 16,341 | - | 15,553 | - | 31,894 |
| Disposals | - | (3,233 | ) | (8,601 | ) | - | (11,834 | ) |
| At 30th September 2024 | 1,850,219 | 179,883 | 67,435 | 31,383 | 2,128,920 |
| DEPRECIATION |
| At 1st October 2023 | 103,607 | 163,501 | 54,827 | 30,158 | 352,093 |
| Charge for year | 5,065 | 11,055 | 3,868 | 1,225 | 21,213 |
| Eliminated on disposal | - | (3,207 | ) | (8,391 | ) | - | (11,598 | ) |
| At 30th September 2024 | 108,672 | 171,349 | 50,304 | 31,383 | 361,708 |
| NET BOOK VALUE |
| At 30th September 2024 | 1,741,547 | 8,534 | 17,131 | - | 1,767,212 |
| At 30th September 2023 | 1,730,271 | 19,615 | 5,656 | 1,225 | 1,756,767 |
| 6. | FIXED ASSET INVESTMENTS |
| Group |
| Interest |
| in |
| associate |
| £ |
| COST |
| At 1st October 2023 | 1,679,523 |
| Share of profit/(loss) | (6,497 | ) |
| At 30th September 2024 | 1,673,026 |
| NET BOOK VALUE |
| At 30th September 2024 | 1,673,026 |
| At 30th September 2023 | 1,679,523 |
| Miscombe Group Limited (Registered number: 01124395) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30th September 2024 |
| 6. | FIXED ASSET INVESTMENTS - continued |
| Company |
| Shares in | Interest |
| group | in |
| undertakings | associate | Totals |
| £ | £ | £ |
| COST |
| At 1st October 2023 | 1,523,743 |
| Disposals | ( |
) | (100 | ) |
| At 30th September 2024 | 1,523,643 |
| NET BOOK VALUE |
| At 30th September 2024 | 1,523,643 |
| At 30th September 2023 | 1,523,743 |
| The Company owned 100% of the ordinary shares of the following subsidiary undertakings, all of which are registered in the UK: |
| - | Buriton Estates Limited |
| - | Miscombe Developments Limited |
| - | Miscombe (London) Limited |
| - | Simon Horn Furniture Limited |
| - | Miscombe (SPV) Limited |
| The registered office of these companies is 1 Jacobs Yard, North Lane, Buriton, Petersfield, GU31 5RR. |
| The Company disposed of 100% of ordinary shares of Miscombe Developments (Hartington) Limited on 3rd November 2023 giving rise to a gain of £123,574. |
| The Company owned 30% of the ordinary shares of Relyon Beds Limited an associate undertaking that is registered in the UK. The registered office is Station Mills, Wellington, Somerset, United Kingdom, TA21 8NN. |
| 7. | INVESTMENT PROPERTY |
| Group |
| 2024 | 2023 |
| £ | £ |
| FAIR VALUE |
| At 1st October | 4,219,000 | 4,205,000 |
| Revaluations | - | 14,000 |
| At 30th September | 4,219,000 | 4,219,000 |
| Miscombe Group Limited (Registered number: 01124395) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30th September 2024 |
| 7. | INVESTMENT PROPERTY - continued |
| Group |
| Fair Value at 30th September 2024 is represented by: |
| £ |
| Valuation b/f | (957,133 | ) |
| Valuation 2024 | - |
| Cost | 5,176,133 |
| 4,219,000 |
| If investment properties had not been revalued they would have been included at the following historical cost: |
| 2024 | 2023 |
| £ | £ |
| Cost | 5,176,133 | 5,176,133 |
| The properties are held at the fair value as estimated by the directors, based on their knowledge of the market and industry information. |
| 8. | DEBTORS |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 33,318 | 72,223 |
| Amounts owed by related parties | 1,204,678 | - | 1,204,678 | - |
| Other debtors | 83,069 | 46,300 |
| Tax | - | 11,398 |
| VAT | 5,139 | - |
| Prepayments and accrued income | 110,011 | 65,518 |
| 1,436,215 | 195,439 |
| Amounts falling due after more than one | year: |
| Amounts owed by group undertakings | - | - |
| Amounts owed by related parties | 5,869,423 | 5,930,000 | - | - |
| 5,869,423 | 5,930,000 |
| Aggregate amounts | 7,305,638 | 6,125,439 |
| Miscombe Group Limited (Registered number: 01124395) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30th September 2024 |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade creditors | 46,126 | 43,808 |
| Amounts owed to group undertakings | - | - |
| Amounts owed to related parties | 1,575,000 | 744,333 | 1,575,000 | 744,333 |
| Social security and other taxes | 7,385 | 4,920 |
| VAT | - | 3,493 | 1,092 | 311 |
| Other creditors | 10,987 | 92,503 |
| Accruals and deferred income | 224,386 | 214,633 |
| 1,863,884 | 1,103,690 |
| Included in Other creditors for the Group are pension creditor balances totalling £2,714 (2023: £660). |
| 10. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts owed to related parties | - | 1,500,000 | - | 1,500,000 |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 465,000 | 465,000 |
| 12. | RESERVES |
| Group |
| Capital |
| Retained | Revaluation | redemption |
| earnings | reserve | reserve | Totals |
| £ | £ | £ | £ |
| At 1st October 2023 | 14,284,176 | 1,878,917 | 35,000 | 16,198,093 |
| Profit for the year | 120,868 | 120,868 |
| Dividends | (785,429 | ) | (785,429 | ) |
| Revaluation | - | (6,497 | ) | - | (6,497 | ) |
| At 30th September 2024 | 13,619,615 | 1,872,420 | 35,000 | 15,527,035 |
| Miscombe Group Limited (Registered number: 01124395) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30th September 2024 |
| 12. | RESERVES - continued |
| Company |
| Capital |
| Retained | redemption |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1st October 2023 | 1,669,366 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| At 30th September 2024 | 4,797,563 |
| Capital Redemption account |
| This reserve records the nominal value of shares that have been repurchased by the company. Capital redemption reserve may be used to pay up new shares to allotted members as fully paid bonus shares. |
| Revaluation reserve |
| To assist with the identification of profits available for distribution this reserve represents changes in the fair value of the company's investment properties to the extent that they are not considered to be distributable to the company's shareholders, less any related provision for current or deferred tax. |
| Retained Earnings |
| This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders. |
| 13. | RELATED PARTY DISCLOSURES |
| During the year, Miscombe Group Limited received £120,000 (2023: £200,000) of management fees from companies which share the same ultimate parent controlling party, R Barnett. |
| Included within debtors as amounts due from related party undertakings is £7,764,101 (2023: £5,930,000), these amounts are with a company which shares the same ultimate parent controlling party, R Barnett. These amounts are interest free and are repayable in one year and one day. |
| A member of the Group has provided security on a bank loan facility held by a company which shares the same ultimate controlling party as the Group, over one of its freehold investment properties. |
| At the year end 2023 the company had agreed to repay £75,000 to an associated company, initially received in 2022, that balance is outstanding at the balance sheet date. |
| Included within creditors is a £1,500,000 (2023: £2,000,000) loan from BTD Pension Scheme. £500,000 is due in less than one year. The loan is repayable over five years in equal instalments and carries an interest rate of 5% per annum. The loan has a fixed charge over Miscombe Group Limited property. |
| Included within creditors falling due within one year as amounts due from related party undertakings is £3,420,000 (2023: £169,333), these amounts are a company which shares the same ultimate parent controlling party, R Barnett. These amounts are interest free and amounts shown as due in less than one year are repayable on demand. |
| Miscombe Group Limited (Registered number: 01124395) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30th September 2024 |
| 14. | ULTIMATE CONTROLLING PARTY |
| The company's immediate parent undertaking is Miscombe Trading Limited, a company incorporated in England and Wales. The ultimate controlling party is R Barnett by virtue of being Settlor of The KDB Trust that controls Miscombe Trading Limited. |
| The registered office of the parent company is 1 Jacobs Yard, North Lane, Buriton, Petersfield, Hampshire, GU31 5RR. |