The directors present the strategic report for the year ended 30 June 2024.
The group included 3 trading entities, namely Commercial Power Limited (a commission aggregator associated with the energy market), Fleetwood Wanderers Limited (a professional football club) and Poolfoot Sports Complex Limited (an operator of an elite sports and leisure complex).
During the year, the parent of the group, Jaymel Limited, sold its shareholding in Commercial Power Limited at fair value to Ruby Energy Holdings Ltd, a related company by way of common control and directors. Jaymel Limited also sold its shareholding in Fleetwood Wanderers Limited at deemed fair value to The Willows 96 Holdings Limited, a related company by way of common control and directors. Both sales were made in accordance with professional valuations obtained from Gulf Tax Accounting Group. Further details are provided in the Disposals note 28.
At the balance sheet date, Jaymel Limited retains its 100% shareholding in Poolfoot Sports Complex Limited only.
The company has built an elite sports and leisure complex, located a short distance from Fleetwood Town football club. The complex is mainly used by the football club for training but also a venue for local grassroots clubs to train and participate in local youth leagues. The emphasis on this complex is for community use. The operation of this complex is undertaken by Poolfoot Sports Complex Limited.
Business review - Poolfoot Sports Complex Limited
Poolfoot Farm is home to a number of professionally prepared grass pitches, two full size artificial grass pitches, four artificial grass 5-a-side pitches, gymnasium, classrooms, physiotherapy suite, changing rooms and offices. A new Air Dome was opened during 2023, housing another gymnasium area and a further three quarter size artificial grass pitch. A full public bar, restaurant and retail facility services the entire site.
During the year ended 30 June 2024, the site continues to trade its bar, restaurant, retail outlet and hire of its football pitches and runs internationally focussed commercial football programmes and is the central training base for Fleetwood Town Football Club's First Team and Academy teams.
Post balance sheet event and going concern - Poolfoot Sports Complex Limited
Post year end, during August 2024, the operational trade of the sports and leisure complex previously managed by Poolfoot Sports Complex Limited has been transferred to the former group company (now a related company), Fleetwood Wanderers Limited. This includes income and associated costs related to the operation of the sports complex, together with the associated football experiences and services offered. Poolfoot Sports Complex Limited will remain in existence as it retains its fixed assets and continues to receive rental income and pay associated rent under existing lease agreement. It is expected that Poolfoot Sports Complex Limited will return to profitability following the planned strategic changes, with much reduced costs and committed rental income. As such the accounts of Poolfoot Sports Complex Limited continue to be prepared on a going concern basis. Poolfoot Sports Complex Limited will continue to receive financial support from both group and related companies while the financial benefits of the strategic changes take effect.
The group seeks to manage risk through a combination of Board oversight, operational routines, and policies and the principal risks are aggregated as follows:
Liquidity risk - Group
The group seeks to manage financial risk by ensuring liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. For short to medium term flexibility, from time to time the other related party trading companies provide cash loans.
Industry specific risks- Group
The directors' consider the greatest risk to be the threat of increased regulation in the energy market affecting related companies ability to continue to financially support the group and to repay outstanding loan balances. The related energy companies and associated companies are managed and controlled by common individuals and systems, controls and procedures are in place to ensure those businesses have the right skills and capabilities to monitor and maintain compliance with any arising regulatory requirements.
Credit risk- Poolfoot Sports Complex Limited
The principal credit risk arises from the company's trade debtors.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
From time to time the business will issue its brokers with cash advances to support their cash flow, the use of these advances is monitored closely by the board so that the business does not take on undue risk.
The board reviews the Company’s KPIs at the monthly board meetings. These include operational and financial measurements.
|
|
|
| 2024 |
| 2023 |
Turnover |
|
|
| £10.8m |
| £19.5m |
Gross profit margin |
|
| 29.4% |
| 57.8% | |
Profit before tax | £61.3m |
| (£31.2)m | |||
Net current assets/ (liabilities) |
| £11.5m |
| (£53.3)m | ||
Shareholder/ (deficit) funds: |
| £21.4m |
| (£39.6)m | ||
|
|
|
|
|
|
|
Group turnover for the year has reduced as expected due to the sale of the two trading subsidiaries during October 2023 and May 2024 and the consolidation only up to the point of disposal.
Group profit before tax includes a profit on disposal of £70.5m arising on the sale of the two trading subsidiaries at fair value. The group's profitability also benefits from the removal of the professional football club which was loss making.
Group liquidity and net assets has significantly improved as a result of the strategic restructuring of the group, principally the sale of two trading subsidiaries to related companies at fair value. The remaining group entities have minimal costs and committed rental income based per property leases in place, and as such the group is expected to be profitable going forward.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 June 2024.
The results for the year are set out on pages 9 to 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Going concern
Following the sale of two trading subsidiaries, the group has restored its balance sheet and net assets position. As a direct result of strategic restructuring the remaining entities in the group have minimal costs and committed rental income and as such are expected to be both profitable and self-sufficient going forward. Continued financial support remains available from related companies as required. As such the financial statements have been prepared on a going concern basis as detailed in note 1.4.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Following strategic group restructures implemented during the year ended 30 June 2024, the group at the balance sheet date owns significant fixed assets, which provided committed property income from related companies, with minimal on-going costs. As such the group is expected to maintain a reasonable profitability, albeit at a lower level than that achieved in 2024.
The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Jaymel Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the company's license to operate. We identified the following areas as those most likely to have such an effect: laws related to regulations concerning property rental, health and safety and data protection. The trading subsidiaries also include laws related to the regulatory nature of brokerage, employment law and the operation of a football team.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:
Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud
Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud
Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud;
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 an auditor's report 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £21,324,120 (2023 - £1,312,398 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Jaymel Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Poolfoot Farm, Butts Road, Thornton-Cleveleys, FY5 4HX.
The group consists of Jaymel Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purpose of FRS102 and has elected to take exemption under FRS102 paragraph 1.12 (b) not to present the company statement of cashflows.
The consolidated group financial statements consist of the financial statements of the parent company Jaymel Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 June 2024. 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 unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future, based on continued financial support by related companies. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The group has previously reported trading losses directly attributable to two subsidiaries which were sold to related companies at deemed fair value. This has resulted in a cessation of attributable subsidiary losses from the date of disposal for both subsidiaries sold, together with a significant gain on disposal. Consequently the group's balance sheet has been restored from a net liabilities position to net assets.
Going forward the two remaining companies within the group, namely Jaymel Limited (parent) and Poolfoot Sports Complex Limited (subsidiary), will be profitable and in due course will become self-sufficient, with less reliance placed on continued financial support from related companies.
As at 30 June 2024, liabilities owed to related companies totalled £1,923,292. These balances are included within other creditors: amounts falling due with one year, on the basis that there are no formal loan agreements and therefore by default are deemed to be repayable upon demand, from a statutory financial statement’s presentation perspective. This is despite the practical assurances received that these related company balances will not be sought for repayment until cash flow permits.
The directors have considered the future profitability of certain profitable, trading related companies and are satisfied that adequate resources are available, enabling this group to continue as a going concern. Based on financial forecasts and budgets set for 2024/25, the directors are satisfied that, for the foreseeable future, the group can meet its projected working capital requirements. Consequently, the financial statements have been prepared on a going concern basis.
Turnover from commissions represents the value of commissions receivable from third parties in respect of sales contracts signed up during the accounting period, excluding value added tax. Turnover from commissions is recognised by reference to the date the contract with the end user is confirmed as being approved by the energy provider.
Turnover from Fleetwood Wanderers Limited and Poolfoot Sports Complex Limited is recognised as services and events are provided. Income generated from football matches is recognised as matches are played, this includes seasonal packages which are split equally between league home games. Sponsorship and similar commercial income is recognised over the duration of the football season whilst additional facility fee for live coverage or highlights are taken when earned. Merit awards, where applicable, are accounted for only when known at the end of the season.
Where turnover represents prize money it is recognised in the accounting period in which the prize money is determined.
Merchandise sales are recognised at the fair value of the consideration received for goods sold and is shown net of VAT and other sales related taxes.
Property rental income is recognised equally over the period it relates, in accordance with the property lease in place.
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
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 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.
Other fixed asset investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in or .
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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, 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, 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.
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.
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.
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, 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Grants are recognised at the 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 conditions 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.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Turnover derived from commission on a pence per unit basis includes an estimate of the amount of utility supplied to end users. This estimate is constantly revised throughout the length of the end users contact and is based on meter readings and industry data. Estimation of the number of units consumed and therefore commissions receivable are revised throughout the contact until final reconciliation data is received.
Similarly commissions paid may also subject to the same degree of estimation, with associated costs dependent on the receipt of final reconciliation data.
The useful economic life of tangible fixed assets has to be estimated by the directors of the company to ensure an appropriate depreciation charge is recognised in the year. The value of the assets ultimately depends on the condition of the assets and whether economic income can be derived from the asset. The directors undertake a periodic review of the assets to ensure the value of the assets is fairly stated within the financial statements.
Depreciation charged during the year totalled £444,223 (2023: £515,544).
Refer to note 15 for the carrying value of tangible fixed assets impacted by this key accounting estimate.
Various prior year adjustments have been included in the consolidated financial statements due adjustments processed within an individual subsidiary's financial statements after the group consolidated financial statements were prepared in respect of the year ended 30 June 2023.
These include an adjustment of £579,500 to reduce the management charges charged from related companies which has reduced administrative expenses and increased amounts due from related parties, both by £579,500.
A subsequent adjustment was also made to represent an RDEC corporation tax claim, crediting other income by £66,328 and increasing the corporation tax charge by £66,328 respectively.
A increase in deferred tax charge has been processed for £2,612, which has also increased the deferred tax provision by £2,612.
A further representation adjustment has been processed to reallocate £83,493 from corporation tax recoverable in other debtors and reduced the corporation tax liability by £83,492 to £Nil.
Finally a representation adjustment of £9,324 was processed, reducing amounts due to related parties and increasing amounts due from related parties, both by £9,324.
Overall the prior year adjustment increases both retained profit for the year and net assets by £582,112.
Exceptional items in the current year represents a full provision for non-recoverability of several related party debts, including Powergrade Ltd, Fleetwood Wanderers Limited (post disposal from the group), The Leisure Channel Ltd and Fleetwood United Football Club (Dubai).
In the prior year, exceptional provisions for non-recovery of related party debts related to Smart Choice Metering Limited, Powergrade Ltd and Utilisearch Limited.
In the prior year the exceptional group debt formally waived related to a loss incurred on a group debt reassignment to a related company.
All the above are considered exceptional due to quantum and one-off nature.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Remuneration paid to directors during the year was £Nil (2023: £Nil).
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Deferred tax has been recognised at a rate of 25%. In October 2022, the government announced an increase in the corporation tax main rate from 19% to 25% for companies with profit over £250,000. There is a small company rate of 19% for taxable profits under £50,000 and marginal relief available for profits falling between £50,000 - £250,000 with effect from 1 April 2023.
During the year two trading subsidiaries were sold, which has resulted in discontinued operations being disclosed for both the current year and prior year. Further details of the sale of subsidiaries are provided in note 28.
At the date of disposal, the cumulative non-controlling interest of £1,915,084 has been derecognised.
More information on impairment movements in the year is given in note 15.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
More information on impairment movements in the year is given in note 15.
Freehold land and buildings comprise of an elite sports and leisure complex, which the directors estimate has a fair value of £10,000,000 as at 30 June 2024 (2023: £10,000,000). This is based on a historic rebuild land and building cost assessment of £8,833,355 plus additional in-built operational facilities included in fixtures and fittings. The rebuild cost valuation was undertaken on 28 April 2022 by RebuildCostASSESSMENT.com, who are not connected with the company.
The directors are of the opinion that the historic rebuild cost valuation remains an appropriate basis for the directors fair value assessment as at 30 June 2024.
During the year two subsidiaries, namely Commercial Power Limited and Fleetwood Wanderers Limited were sold at fair value to related companies.
Details of the company's subsidiaries at 30 June 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Other borrowings in absolute terms includes an unsecured, non-interest bearing loan from the EFL of £Nil (2023: £666,667). For accounting purposes an interest rate of 2.5% p.a. has been applied to discount this loan as required by accounting standard for non-market rate loans. Repayments of £333,333 commenced on 13 August 2021, twice yearly with full repayment on 15 January 2024. After discounting the loan balance at year end amounted to £Nil (2023: £656,516).
Other borrowings also includes £Nil (2023: £61,200) total unsecured, non-interest bearing advance from the EFL. On the grounds of immateriality, no discounting has been applied for this loan. Repayments of £30,400 commenced on 1 October 2021, twice yearly with full repayment on 1 April 2024.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset, set out above, fundamentally relates to accelerated capital allowances claimed on the purchase of fixed assets, and is expected to release over the useful economic life of the associated fixed asset. The other short term timing differences and pension contributions will affect tax relief when paid.
The deferred tax liability, set out above, fundamentally relates to the net expected future tax liability payable after considering unutilised tax losses and the expected gain on a revalued property. Also there are accelerated capital allowances claimed on the purchase of fixed assets, which will release over the useful economic life of the associated asset acquired.
Deferred income is included in the financial statements as follows:
The grants are secured by way of a negative pledge over leasehold property assets of the company.
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.
As at the year-end, contributions due to the schemes in respect of the current reporting year were £1,516 (2023: £47,782).
On 31 October 2023 the group disposed of its 80% holding in Commercial Power Limitted. Included in these financial statements are losses of £471,318 arising from the company's interests in Commercial Power Limitted up to the date of its disposal.
Of the total consideration, £51,020 was paid directly to non-controlling interest shareholders, with the remaining £4,948,980 received by Jaymel Limited.
On 23 May 2024 the group disposed of its 97% holding in Fleetwood Wanderers Limited. Included in these financial statements are losses of £8,391,283 arising from the company's interests in Fleetwood Wanderers Limited up to the date of its disposal.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Advances or credits have been granted by the group to its directors as follows:
Included within accruals is interest payable to the director at a rate of 10% p.a. (2023: 10%) on any balances owed to them throughout the year. During the year interest of £Nil (2023: £21,089) was incurred. As at the year end accrued interest amounted to £Nil (2023: £41,636).
The overdrawn director's loan balance was fully repaid during the year.
Interest free loans have been granted by the group to its directors as follows:
The overdrawn director's loan account was settled in full on 31 March 2025.
The company has taken advantage of the exemption available in accordance with Financial Reporting Standard 102 Section 33, not to disclose transactions entered into between two or more members of a group, where any subsidiary party to the transaction is wholly owned.
During the year the group has recognised sales of £4,856,045 (2023: £11,173,529) to and recharges of other administrative expenses of £124,247 (2023: £549,055) from Ruby Gas Ltd, a company under common control. At the year-end an amount of £16,441 (2023: £15,775,832) was owed to Ruby Gas Ltd, as included within other creditors.
During the year the group has recognised sales of £150,000 (2023: £1,994,132) to and recharges of other administrative expenses of £118,712 (2023: £139,151) from Ruby Electricity Ltd, a company under common control. At the year-end an amount of £Nil (2023: £6,097,298) was owed to Ruby Electricity Ltd, as included within other creditors.
During the year the group has recognised sales of £39 (2023: £499), purchases of £161,514 (2023: £Nil) and made advances of £535,018 (2023: £269,996) to CX Global Holdings FZCO, a company under common control. Furthermore, during the year an exceptional provision of £198,916 (2023: £Nil) for non-recovery of this related party balance has been recognised. At the year end (after the provision) £Nil (2023: £139,221) was owed by CX Global Holdings FZCO as included in other debtors.
During the year, the group has made sales of £12,078 (2023: £297,110) and recognised various management services of £156,308 (2023: £1,609,054) to/ from JRP Management Services Limited, a company under common control. Additionally, in the prior year, debt totalling £31,296,141 owed by the group to the following companies, was sold to JRP Management Services Limited:
Commercial Power Limited (former group company) £29,644,067
Ruby Electricity Ltd (related company) £ 644,115
Ruby Gas Ltd (related company) £ 1,007,959
At the year-end £20,470 (2023: £30,998,898) was owed to JRP Management Services Limited, as included within other creditors.
During the year, as a result of the group reconstruction, a balance of £13,403,408 (2023: £Nil) was owed by Ruby Energy Holdings Ltd, a connected company. This balance is included within non-current debtors. The balance is interest bearing, and as such £538,128 (2023: £Nil) has been charged in interest during the year. The loan is unsecured, subject to interest based on SONIA plus 375 basis points per annum and has a maturity date of 31 October 2028.
During the year the group recognised sales of £Nil (2023: £63,994), commissions payable of £30,600 (2023: £287,436) to/ from CX International (PTY) Ltd, a company under common control. At the year-end an amount of £Nil (2023: £19,306) was owed to CX International (PTY) Ltd, as included in other creditors.
During the year the group has recognised sales of £Nil (2023: £26,859), purchases of £182 (2023: £6,837) and advanced £Nil (2023: £953,000) to/ from Smart Choice Metering Limited, a company under control. During the prior year a provision for non-recoverability was recognised for £3,192,015 for debt owed by Smart Choice Metering Limited. At the year-end an amount of £Nil (2023: £3,597) was owed by Smart Choice Metering Limited.
During the year, the group has recognised various management services from Davidson Family Limited, a company under common control of £98,068 (2023: £180,376). At the year-end £Nil (2023: £9,324) was owed to Davidson Family Limited, as included within other creditors.
During the year the group has recognised sales of £Nil (2023: £33,085) to and purchases of £Nil (2023: £49,325) from Card Saver Limited, a company under common control. At the year-end an amount of £Nil (2023: £742) was owed to Card Saver Limited, as included within other creditors.
During the year the group recognised sales of £644 (2023: £1,994) and purchases of £2,972 (2023: £385) to/ from The Leisure Channel Limited, a company under common control. At the year-end an amount of £Nil (2023: £3,879) was owed by The Leisure Channel Limited, as included within other debtors.
During the year the group has recognised sales of £Nil (2023: £995) and accommodation charges of £91,975 (2023: £105,115) to/ from New Primrose Developments LLP, a partnership under common control. At the year-end an amount of £Nil (2023: £665) was owed to New Primrose Developments LLP, as included within other creditors.
During the year the group has recognised purchases from Breck Apartments LLP of £1,303 (2023: £11,258), a partnership under common control. At the year-end an amount of £Nil (2023: £Nil) was owed to Breck Apartments LLP, as included within other creditors.
During the year the group has recognised sales of £Nil (2023: £Nil) and purchases of £Nil (2023: £114,603) to/ from Utilisearch Ltd, a company under common control. During the year a provision has been made for non-recoverability of £Nil (2023: £19,440) for debt owed by Utilisearch Ltd. At the year-end an amount of £Nil (2023: £Nil) was owed by Utilisearch Ltd.
During the year £28,710 (2023: £101,418) was donated by the group to Hout Bay Charitable Trust ZSA, a charity under common control.
During the year the group has recognised sales of £178,299 (2023: £2,252) and advanced £1,603,326 (2023: £880,651) to Power Grade Ltd, a company under control. During the year a provision has been made for non-recoverability of £1,523,046 (2023: £880,651) for the debt owed by Power Grade Ltd. At the year-end an amount of £11,000 (2023: £7) was owed by Power Grade Ltd, as included within other debtors.
All group debts are unsecured, non interest bearing and repayable on demand.