| REGISTERED NUMBER: 11276869 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| FOR |
| RUSDENE GROUP LIMITED |
| REGISTERED NUMBER: 11276869 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| FOR |
| RUSDENE GROUP LIMITED |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Consolidated Income Statement | 7 |
| Consolidated Other 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 |
| RUSDENE GROUP LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Certified Accountants |
| Statutory Auditor |
| 25 St Thomas Street |
| Winchester |
| Hampshire |
| SO23 9HJ |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| The directors present their strategic report of the company and the group for the year ended 30th September 2024. |
| REVIEW OF BUSINESS |
| The consolidated income statement is set out on page 7 and shows turnover for the year of £32,520,028 (2023:£37,393,938) and profit before taxation for the year of £1,442,511 (2023: £2,502,218). |
| Fuel sales decreased from £26,704,365 in 2022/23 to £22,035,098, this is mainly due to a 11% decrease in the volume of litres sold. |
| Shop sales have decreased by 2.5%, which is only a small variance from the prior year. |
| The group's focus in the current financial period continues to be the development of both its staff and business with several projects underway to expand and improve a number of its sites. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The group operates in a market that is highly competitive and profitability is determined both by fuel costs and the prices charged by the large retail organisations. However, the group has a very stable balance sheet and its forecasts and projections, taking account of reasonable possible changes in trading performance, show that it will have sufficient cash resources to meet its financial commitments as they fall due. The group also closely monitors the prices charged by its competitors so that it can retain its market share. |
| GOING CONCERN |
| The director of the group considers it appropriate to adopt the going concern basis of accounting and has not identified any material uncertainties to the group's ability to continue to do so over a period of at least 12 months from the date of approval of the financial statements. |
| ON BEHALF OF THE BOARD: |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 30th September 2024. |
| DIVIDENDS |
| The total distribution of dividends for the year ended 30 September 2024 will be £465,000. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1st October 2023 to the date of this report. |
| 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Shaw Gibbs (Audit) 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 |
| RUSDENE GROUP LIMITED |
| Opinion |
| We have audited the financial statements of Rusdene Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th September 2024 which comprise the Consolidated Income Statement, Consolidated Other 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 September 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 qualified 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 |
| RUSDENE GROUP 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: |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| RUSDENE GROUP LIMITED |
| We obtained an understanding of the legal and regulatory framework applicable to the group via discussions with the directors. This identified that the most significant laws and regulations relate to the compliance with various laws regulating the sale of petrol and health and safety as well as the form and content of the financial statements such as the UK Companies Act 2006 and Financial Reporting Standard 102. The group complies with these laws and regulations by using appropriately qualified professionals to prepare the financial statements and undertake regular health and safety reviews of each site. |
| As part of our planning process we assessed susceptibility of the group's financial statements to material misstatements, including how fraud might occur by making an assessment of the key risks. The key risks identified in respect of Rusdene Group Limited are revenue recognition and the impact of performance targets on influencing management override. The directors confirmed no actual, suspected or alleged cases of fraud. |
| Based on this assessment we designed our audit procedures to address these key risk areas with an emphasis on testing revenue recognition policies and sales cut off and reviewing those areas susceptible to management override including testing manual journals and making enquiries of management. |
| 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. |
| 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 |
| Chartered Certified Accountants |
| Statutory Auditor |
| 25 St Thomas Street |
| Winchester |
| Hampshire |
| SO23 9HJ |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| CONSOLIDATED INCOME STATEMENT |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 3 | 32,520,028 | 37,393,938 |
| Cost of sales | 26,762,697 | 31,393,954 |
| GROSS PROFIT | 5,757,331 | 5,999,984 |
| Administrative expenses | 4,457,904 | 3,602,124 |
| 1,299,427 | 2,397,860 |
| Other operating income | 203,118 | 243,579 |
| OPERATING PROFIT | 5 | 1,502,545 | 2,641,439 |
| Interest receivable and similar income | 34,667 | - |
| 1,537,212 | 2,641,439 |
| Interest payable and similar expenses | 7 | 94,700 | 139,221 |
| PROFIT BEFORE TAXATION | 1,442,512 | 2,502,218 |
| Tax on profit | 8 | 413,219 | 623,941 |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 1,029,293 | 1,878,277 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| CONSOLIDATED OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 1,029,293 | 1,878,277 |
| OTHER COMPREHENSIVE INCOME |
| Deferred tax on revaluation | (185,591 | ) | 5,962 |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
(185,591 |
) |
5,962 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
843,702 |
1,884,239 |
| Total comprehensive income attributable to: |
| Owners of the parent | 843,702 | 1,884,239 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| CONSOLIDATED BALANCE SHEET |
| 30TH SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 | 135,942 | 173,881 |
| Tangible assets | 12 | 6,218,721 | 6,262,461 |
| Investments | 13 | - | - |
| 6,354,663 | 6,436,342 |
| CURRENT ASSETS |
| Stocks | 14 | 632,372 | 703,160 |
| Debtors | 15 | 369,838 | 337,063 |
| Cash at bank and in hand | 2,635,463 | 2,347,448 |
| 3,637,673 | 3,387,671 |
| CREDITORS |
| Amounts falling due within one year | 16 | 2,850,658 | 3,256,306 |
| NET CURRENT ASSETS | 787,015 | 131,365 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
7,141,678 |
6,567,707 |
| CREDITORS |
| Amounts falling due after more than one year |
17 |
(1,135,150 |
) |
(1,141,470 |
) |
| PROVISIONS FOR LIABILITIES | 21 | (1,002,693 | ) | (801,104 | ) |
| NET ASSETS | 5,003,835 | 4,625,133 |
| CAPITAL AND RESERVES |
| Called up share capital | 22 | 3,248 | 3,248 |
| Share premium | 23 | 3,820,274 | 3,820,274 |
| Capital reserves | 23 | 37,258 | 53,489 |
| Retained earnings | 23 | 1,143,055 | 748,122 |
| 5,003,835 | 4,625,133 |
| The financial statements were approved by the Board of Directors and authorised for issue on 9th June 2025 and were signed on its behalf by: |
| O R Lodge - Director |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| COMPANY BALANCE SHEET |
| 30TH SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Debtors | 15 |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
17 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 22 |
| Share premium | 23 |
| Capital reserves | 23 |
| Retained earnings | 23 |
| Company's profit for the financial year | 465,118 | 911,990 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| Called up |
| share | Retained | Share | Capital | Total |
| capital | earnings | premium | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 1st October 2022 | 3,248 | (224,127 | ) | 3,820,274 | 78,763 | 3,678,158 |
| Changes in equity |
| Dividends | - | (937,264 | ) | - | - | (937,264 | ) |
| Total comprehensive income | - | 1,909,513 | - | (25,274 | ) | 1,884,239 |
| Balance at 30th September 2023 | 3,248 | 748,122 | 3,820,274 | 53,489 | 4,625,133 |
| Changes in equity |
| Dividends | - | (465,000 | ) | - | - | (465,000 | ) |
| Total comprehensive income | - | 859,933 | - | (16,231 | ) | 843,702 |
| Balance at 30th September 2024 | 3,248 | 1,143,055 | 3,820,274 | 37,258 | 5,003,835 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| Called up |
| share | Retained | Share | Capital | Total |
| capital | earnings | premium | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 1st October 2022 |
| Changes in equity |
| Dividends | - | ( |
) | - | - | ( |
) |
| Total comprehensive income | - | - | ( |
) |
| Balance at 30th September 2023 |
| Changes in equity |
| Dividends | - | ( |
) | - | - | ( |
) |
| Total comprehensive income | - | - | ( |
) |
| Balance at 30th September 2024 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,802,009 | 3,376,783 |
| Interest paid | (89,784 | ) | (139,221 | ) |
| Interest element of hire purchase payments paid |
(4,916 |
) |
- |
| Tax paid | (484,538 | ) | (619,630 | ) |
| Net cash from operating activities | 1,222,771 | 2,617,932 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (118,582 | ) | (155,672 | ) |
| Interest received | 34,667 | - |
| Net cash from investing activities | (83,915 | ) | (155,672 | ) |
| Cash flows from financing activities |
| New loans in year | 612,563 | - |
| Loan repayments in year | (35,899 | ) | (388,419 | ) |
| Capital repayments in year | (20,611 | ) | - |
| Amount introduced by directors | 1,140,396 | 1,018,001 |
| Amount withdrawn by directors | (1,939,028 | ) | (2,033,459 | ) |
| Other loan movement | (143,262 | ) | (74,726 | ) |
| Equity dividends paid | (465,000 | ) | (937,264 | ) |
| Net cash from financing activities | (850,841 | ) | (2,415,867 | ) |
| Increase in cash and cash equivalents | 288,015 | 46,393 |
| Cash and cash equivalents at beginning of year |
2 |
2,347,448 |
2,301,055 |
| Cash and cash equivalents at end of year | 2 | 2,635,463 | 2,347,448 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Profit before taxation | 1,442,512 | 2,502,218 |
| Depreciation charges | 281,181 | 254,506 |
| Loss on disposal of fixed assets | - | 25,712 |
| Finance costs | 94,700 | 139,221 |
| Finance income | (34,667 | ) | - |
| 1,783,726 | 2,921,657 |
| Decrease in stocks | 70,788 | 100,279 |
| (Increase)/decrease in trade and other debtors | (32,775 | ) | 270,701 |
| (Decrease)/increase in trade and other creditors | (19,730 | ) | 84,146 |
| Cash generated from operations | 1,802,009 | 3,376,783 |
| 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 September 2024 |
| 30.9.24 | 1.10.23 |
| £ | £ |
| Cash and cash equivalents | 2,635,463 | 2,347,448 |
| Year ended 30th September 2023 |
| 30.9.23 | 1.10.22 |
| £ | £ |
| Cash and cash equivalents | 2,347,448 | 2,301,055 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| Other |
| non-cash |
| At 1.10.23 | Cash flow | changes | At 30.9.24 |
| £ | £ | £ | £ |
| Net cash |
| Cash at bank |
| and in hand | 2,347,448 | 288,015 | 2,635,463 |
| 2,347,448 | 288,015 | 2,635,463 |
| Debt |
| Finance leases | - | 20,611 | - | (60,309 | ) |
| Debts falling due |
| within 1 year | (135,834 | ) | (1,337 | ) | - | (137,171 | ) |
| Debts falling due |
| after 1 year | (653,470 | ) | 197,008 | - | (456,462 | ) |
| (789,304 | ) | 216,282 | - | (653,942 | ) |
| Total | 1,558,144 | 504,297 | - | 1,981,521 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 1. | STATEMENT OF COMPLIANCE |
| Rusdene Group Limited is a private company, limited by shares, incorporated in England and Wales. The address of the registered office is Unit IV and V, The Old Hambledon Racecourse Centre, Wallops Wood, Sheardley Lane, Droxford, England, SO32 3QY. The registration number is 11276869. |
| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest pound. |
| 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. |
| Basis of consolidation |
| The consolidated financial statements incorporate the results of Rusdene Group Limited and all its subsidiary undertakings as at 30th September 2024 using the acquisition method of accounting. The parent company has taken advantage of section 408 of the Companies Act 2006 and has not included its own Profit and Loss Account in these financial statements. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Government grants are accounted for when receivable and any conditions attached to the grant has been met. |
| Goodwill |
| 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 or revalued amount |
| Plant and machinery | - 25% on cost, 10% on cost and 5% on cost |
| Motor Vehicles | - 25% reducing balance |
| Land and Building |
| The group took advantage of the transitional provisions in section 35.10(c) of FRS 102 to use the revalued amount for freehold property as deemed cost. The freehold property is then depreciated over its revised useful life of 50 years. The valuation was carried out by Derek Lodge, a qualified quantity surveyor. the effective date of the revaluation was 1st October 2014, the transitional date to FRS 102. |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| 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 and other short term liquid investments. |
| Debtors |
| Short term debtors are stated at their nominal value. Loans receivable are measured initially at their nominal value and are measured subsequently at amortised cost using the effective interest method. Appropriate allowances for estimated irrecoverable amounts are recognised in the Profit and loss account when there is objective evidence that the asset is impaired. |
| Creditors |
| Short term creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
| 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. |
| Hire purchase and leasing commitments |
| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
| 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. |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 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: |
| 2024 | 2023 |
| £ | £ |
| Shop sales | 10,403,383 | 10,664,892 |
| Fuel sales | 22,035,098 | 26,704,365 |
| Rental income | 81,547 | 24,681 |
| 32,520,028 | 37,393,938 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 2,790,139 | 2,269,334 |
| Social security costs | 311,642 | 171,614 |
| Other pension costs | 45,370 | 43,144 |
| 3,147,151 | 2,484,092 |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Office and administration | 5 | 5 |
| Sales and management | 67 | 65 |
| The average number of employees by undertakings that were proportionately consolidated during the year was 72 (2023 - 70 ) . |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration | 962,790 | 468,437 |
| Information regarding the highest paid director is as follows: |
| 2024 | 2023 |
| £ | £ |
| Emoluments etc | 509,091 | 251,707 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Other operating leases | 86,787 | 73,888 |
| Depreciation - owned assets | 223,012 | 216,566 |
| Depreciation - assets on hire purchase contracts | 20,230 | - |
| Loss on disposal of fixed assets | - | 25,712 |
| Goodwill amortisation | 37,939 | 37,939 |
| Stock provision | (8,320 | ) | 8,320 |
| 6. | AUDITORS' REMUNERATION |
| 2024 | 2023 |
| £ | £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
20,000 |
21,500 |
| Other non- audit services | 16,240 | 2,300 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank loan interest | 11,882 | 18,028 |
| Loan interest | 16,231 | 25,274 |
| Other loan interest | 16,510 | - |
| Directors' loan account |
| interest | 45,161 | 95,919 |
| Hire purchase | 4,916 | - |
| 94,700 | 139,221 |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax | 397,221 | 591,461 |
| Deferred tax | 15,998 | 32,480 |
| Tax on profit | 413,219 | 623,941 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 8. | 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: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax | 1,442,512 | 2,502,218 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 22.008 %) |
360,628 |
550,688 |
| Effects of: |
| Expenses not deductible for tax purposes | 14,265 | 15,409 |
| Depreciation in excess of capital allowances | 22,328 | 25,364 |
| Deferred tax movement | 15,998 | 32,480 |
| Total tax charge | 413,219 | 623,941 |
| Tax effects relating to effects of other comprehensive income |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Deferred tax on revaluation | (185,591 | ) | - | (185,591 | ) |
| 2023 |
| Gross | Tax | Net |
| £ | £ | £ |
| Deferred tax on revaluation | 5,962 | - | 5,962 |
| 9. | 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. |
| 10. | DIVIDENDS |
| 2024 | 2023 |
| £ | £ |
| shares of each |
| Final | 465,000 | 937,264 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 11. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| At 1st October 2023 |
| and 30th September 2024 | 379,382 |
| AMORTISATION |
| At 1st October 2023 | 205,501 |
| Amortisation for year | 37,939 |
| At 30th September 2024 | 243,440 |
| NET BOOK VALUE |
| At 30th September 2024 | 135,942 |
| At 30th September 2023 | 173,881 |
| 12. | TANGIBLE FIXED ASSETS |
| Group |
| Freehold | Plant and | Motor |
| property | machinery | vehicles | Totals |
| £ | £ | £ | £ |
| COST |
| At 1st October 2023 | 6,850,325 | 1,629,354 | - | 8,479,679 |
| Additions | - | 94,092 | 105,410 | 199,502 |
| At 30th September 2024 | 6,850,325 | 1,723,446 | 105,410 | 8,679,181 |
| DEPRECIATION |
| At 1st October 2023 | 968,731 | 1,248,487 | - | 2,217,218 |
| Charge for year | 116,229 | 104,742 | 22,271 | 243,242 |
| At 30th September 2024 | 1,084,960 | 1,353,229 | 22,271 | 2,460,460 |
| NET BOOK VALUE |
| At 30th September 2024 | 5,765,365 | 370,217 | 83,139 | 6,218,721 |
| At 30th September 2023 | 5,881,594 | 380,867 | - | 6,262,461 |
| Included in cost of land and buildings is freehold land of £1,038,112 (2023 - £1,038,112) which is not depreciated. |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 12. | TANGIBLE FIXED ASSETS - continued |
| Group |
| The freehold property was valued on 1st October 2014 by Derek Lodge, a qualified quantity surveyor, who is also a director of Rusdene Services Limited. |
| The group elected to apply the transitional provisions in section 35.10(c) of FRS 102 to use this valuation as the deemed cost of the freehold property at the transition date. |
| If the freehold property had not been revalued it would have been included at the following historical cost: |
| 2024 | 2023 |
| £ | £ |
| Cost | 2,679,998 | 2,679,998 |
| Accumulated depreciation | (436,695 | ) | (403,873 | ) |
| Historical cost net book value | 2,243,303 | 2,276,125 |
| Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
| Motor |
| vehicles |
| £ |
| COST |
| Additions | 80,920 |
| At 30th September 2024 | 80,920 |
| DEPRECIATION |
| Charge for year | 20,230 |
| At 30th September 2024 | 20,230 |
| NET BOOK VALUE |
| At 30th September 2024 | 60,690 |
| 13. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1st October 2023 |
| and 30th September 2024 |
| NET BOOK VALUE |
| At 30th September 2024 |
| At 30th September 2023 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 13. | FIXED ASSET INVESTMENTS - continued |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: Unit Hamble IV and V, Old Hambledon Racecourse Centre, Wallops Wood, Sheardley Lane, Droxford, Hampshire |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Unit Hamble IV and V, Old Hambledon Racecourse Centre, Wallops Wood, Sheardley Lane, Droxford, Hampshire |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Unit Hamble IV and V, Old Hambledon Racecourse Centre, Wallops Wood, Sheardley Lane, Droxford, Hampshire |
| Nature of business: |
| % |
| Class of shares: | holding |
| 14. | STOCKS |
| Group |
| 2024 | 2023 |
| £ | £ |
| Stocks | 632,372 | 703,160 |
| 15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade debtors | 181,135 | 233,014 |
| Other debtors | 90,935 | 29,017 |
| Prepayments and accrued income | 97,768 | 75,032 |
| 369,838 | 337,063 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 18) | 37,171 | 35,834 |
| Other loans (see note 18) | 100,000 | 100,000 |
| Hire purchase contracts (see note 19) | 10,694 | - |
| Trade creditors | 1,550,996 | 1,470,012 |
| Amounts owed to group undertakings | - | - |
| Tax | 72,400 | 159,717 |
| Social security and other taxes | 129,850 | 21,580 |
| VAT | 287,280 | 249,931 | - | - |
| Other creditors | 10,339 | 4,294 |
| Childrens dividends | 218,432 | - | - | - |
| Directors' loan accounts | 135,930 | 446,562 | - | - |
| Accruals and deferred income | 297,566 | 768,376 |
| 2,850,658 | 3,256,306 |
| Included within other creditors is £5,786 (2023: -£1,459) which relates to overpaid pensions contributions at the year end. |
| 17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Bank loans (see note 18) | 269,721 | 306,957 |
| Other loans (see note 18) | 186,741 | 346,513 |
| Hire purchase contracts (see note 19) | 49,615 | - |
| Other creditors | 629,073 | - | 629,073 | - |
| Directors' loan accounts | - | 488,000 | - | - |
| 1,135,150 | 1,141,470 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 18. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 37,171 | 35,834 |
| Other loans | 100,000 | 100,000 |
| 137,171 | 135,834 |
| Amounts falling due between one and two | years: |
| Other loans - 1-2 years | 94,340 | 94,340 | 94,340 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 163,042 | 157,180 |
| Other loans - 2-5 years | 92,401 | 173,217 |
| 255,443 | 330,397 |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans more 5 yr by instal | 106,679 | 149,777 | - | - |
| Other loans more 5yrs instal | - | 78,956 | - | 78,956 |
| 106,679 | 228,733 | - | 78,956 |
| The bank loan is repayable in monthly instalments of £3,982 over 10 years. The interest rate applied is fixed at 3.66%. |
| The other loan balance is interest free and repayable by instalments at £100,000 per annum. This loan has been shown at amortised cost with the capital element of £37,258 (2023: £53,489) being shown in the capital reserve. This capital element will be released over the term of the loan and an interest charge of £16,231 (2023: £25,274) was recognised during the year. The amortised cost of the loan was determined using a market interest rate of 6%. |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 19. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase contracts |
| 2024 | 2023 |
| £ | £ |
| Net obligations repayable: |
| Within one year | 10,694 | - |
| Between one and five years | 49,615 | - |
| 60,309 | - |
| Group |
| Non-cancellable operating | leases |
| 2024 | 2023 |
| £ | £ |
| Within one year | 104,100 | 128,300 |
| Between one and five years | 323,000 | 347,100 |
| In more than five years | 313,333 | 400,000 |
| 740,433 | 875,400 |
| 20. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 2024 | 2023 |
| £ | £ |
| Bank loans | 306,892 | 342,791 |
| Trade creditors | 935,600 | 1,637,076 |
| 1,242,492 | 1,979,867 |
| The bank loans and overdraft is secured by a first legal charge over the freehold property at West Meon. |
| The trade creditor balance is secured over the freehold property at Lee-on-Solent and a fixed charge over all fixtures and fittings on the premises owned by Rusdene Services Limited. |
| 21. | PROVISIONS FOR LIABILITIES |
| Group |
| 2024 | 2023 |
| £ | £ |
| Deferred tax | 1,002,693 | 801,104 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 21. | PROVISIONS FOR LIABILITIES - continued |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1st October 2023 | 801,104 |
| Provided during year | 15,998 |
| Deferred tax on revaluation | 185,591 |
| Balance at 30th September 2024 | 1,002,693 |
| 22. | CALLED UP SHARE CAPITAL |
| Alloted, issued and fully paid: |
| Number | Class | Nominal | 2024 | 2023 |
| Value |
| 625 | A Ordinary Shares | £1 | 625 | 625 |
| 1,500 | B Ordinary Shares | £1 | 1,500 | 1,500 |
| 375 | C Ordinary Shares | £1 | 375 | 375 |
| 374 | D Ordinary Shares | £1 | 374 | 374 |
| 374 | E Ordinary Shares | £1 | 374 | 374 |
| 3,248 | 3,248 |
| The Ordinary A -E shares rank pari passu in all respects. |
| 23. | RESERVES |
| Group |
| Retained | Share | Capital |
| earnings | premium | reserves | Totals |
| £ | £ | £ | £ |
| At 1st October 2023 | 748,122 | 3,820,274 | 53,489 | 4,621,885 |
| Profit for the year | 1,029,293 | 1,029,293 |
| Dividends | (465,000 | ) | (465,000 | ) |
| Deferred tax | (185,591 | ) | - | - | (185,591 | ) |
| Capital contribution | 16,231 | - | (16,231 | ) | - |
| At 30th September 2024 | 1,143,055 | 3,820,274 | 37,258 | 5,000,587 |
| RUSDENE GROUP LIMITED (REGISTERED NUMBER: 11276869) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
| 23. | RESERVES - continued |
| Company |
| Retained | Share | Capital |
| earnings | premium | reserves | Totals |
| £ | £ | £ | £ |
| At 1st October 2023 | 3,873,763 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| Capital contribution | 16,231 | - | (16,231 | ) | - |
| At 30th September 2024 | 3,873,881 |
| The capital reserve includes the capital element of the interest free loan which will be released over the term of the loan. |
| 24. | RELATED PARTY DISCLOSURES |
| As at 30th September 2024, a balance of £21,902 was due from Seagull Trading Company Limited, a connected company with a common director (2023: £20,252). |
| As at 30th September 2024, a loan balance of £2,160 was due from Hambleside Investments Limited, a connected company with a common director (2023: £nil). |
| Interest is charged on all directors loans at 6% per annum. As at 30th September 2024, the outstanding loan balance was £nil (2023: £488,000). The directors loans have no fixed repayment date. |
| During the year, the group paid £45,161 (2023: £76,931) to directors in respect of interest on directors loans. |
| A previous director of Rusdene Services Limited owed the company £64,149 as at 30th September 2024 (2023: £290). Interest is charged at 2% + LBR and the group received interest of £1,859 (2023: nil). |
| As at 30th September 2024, loan balances of £629,073 (2023: £nil) was due to shareholders of the group. Interest is paid at 2% + LBR and the group paid interest of £16,510 (2023: £nil). |
| Included in other loans is £286,742 (2023: £446,511) which is owed to a director of Rusdene Services Limited. No interest is charged on this balance and it is repayable in £100,000 installments within 4 years. In accordance with Section 11.14 of FRS 102 this loan has been shown at amortised cost. |