Company registration number 15567375 (England and Wales)
TJM BENTLEY HOLDINGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
TJM BENTLEY HOLDINGS LIMITED
COMPANY INFORMATION
Director
Mr TJ M Bentley
(Appointed 15 March 2024)
Company number
15567375
Registered office
Bentley Farm Swindon Lane
Kirkby Overblow
Harrogate
HG3 1HR
Auditor
BHP LLP
1st Floor
Mayesbrook House
Lawnswood Business Park
Redvers Close
Leeds
LS16 6QY
TJM BENTLEY HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11 - 12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 39
TJM BENTLEY HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -

The director presents the strategic report for the year ended 30 September 2024.

Business Model

TJM Bentley Holdings Limited Group ("the Group") operates a farm in the local region. The Group plans to maintain the running and operation of the farm going forward.

 

In September 2024 the Group executed a demerger in order to focus on farming, retaining only Bentley Cattle Co. Limited. Other trading companies have been transferred to T Bentley Holdings Limited.

Business Review and Results

 

In the year ended 30 September 2024, the Group sales were £25.9m compared the prior year of £27.0m and the Group recorded an operating profit of £3.0m compared to a profit of £2.6m in the previous period. The revenue in respect to discontinued operations was £25.9m. Gross profit margins increased 6% on the previous year to 45%.

Principal risks and uncertainties

Exchange rate risk

 

Following the demerger, the Group has no foreign currency exposure.

 

Credit risk

 

Following the demerger, the Group does not have significant credit exposure.

 

Operational risk

 

The Group has appropriate reporting systems and produces timely and accurate management information which is regularly reviewed by the directors and other stakeholders.

 

Price risk

 

The Group is exposed to fluctuating market prices on agricultural commodities.

 

Liquidity risk

 

The Group has sufficient banking facilities in place to meet its current and future working capital requirements.

Key performance indicators

The director considers the key financial KPI's to be:

 

In addition, non-financial KPI's include:

TJM BENTLEY HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
Corporate Social Responsiblity

Our corporate social responsibility plans fall into three distinct categories. Our culture and looking after our people and their families, our community through support for charities and education and our sustainability strategy.

 

Sustainability is at the forefront of what we do and has been for many years. We are working with external agencies to assess our impact on Packaging, Net Zero and our supply chain and raw materials, and to understand our impact better and set realistic targets. We continue to champion the use of sustainable Palm Oil, and work hard with suppliers to source more of our materials from responsible sources.

 

Our new product development is primarily focused on solid format personal care products. These have a low carbon footprint, are concentrated so reducing water usage, and packaged in sustainable materials supporting the challenge of eliminating single use plastic.

Future Developments

The business expects to continue to increase the operations within the farm.

On behalf of the board

TJM Bentley
Director
18 June 2025
TJM BENTLEY HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -

The director presents his annual report and financial statements for the year ended 30 September 2024.

Principal activities

In the year presented. the principal activity of the group continued to be development, manufacture and supply of speciality chemicals. The group has now divested these activities hence its principal activity is now farming.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £104,900. The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr TJ M Bentley
(Appointed 15 March 2024)
Research and development

The Stephenson business has and continues to invest heavily in R&D, with a significant element of our improvement in sales coming from new product groups developed in house with protected IP. The constant drive for enhanced products and process both in our factory and at our customers continues to drive our R&D and innovation functions as the key to mid to long term success of our business and to our customers who create value from our products.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the director individually has taken all the necessary steps that they ought to have taken as director in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
TJM Bentley
Director
18 June 2025
TJM BENTLEY HOLDINGS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 4 -

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

TJM BENTLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TJM BENTLEY HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of TJM Bentley Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 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 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

TJM BENTLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TJM BENTLEY HOLDINGS LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines is 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 director is responsible for assessing 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 an auditor's report 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

TJM BENTLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TJM BENTLEY HOLDINGS LIMITED
- 7 -

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

 

 

To address the risks of fraud through management bias and override controls, we:

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director’s and other management and the inspection of regulatory and legal correspondence.

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of the nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to 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.

Jamie Williams
For and on behalf of BHP LLP
18 June 2025
Chartered Accountants
Statutory Auditor
1st Floor
Mayesbrook House
Lawnswood Business Park
Redvers Close
Leeds
LS16 6QY
TJM BENTLEY HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 8 -
Continuing
Discontinued
30 September
Continuing
Discontinued
30 September
operations
operations
2024
operations
operations
2023
Notes
£
£
£
£
£
£
Turnover
3
19,867
25,891,347
25,911,214
77,528
26,970,701
27,048,229
Cost of sales
(31,592)
(14,320,860)
(14,352,452)
(10,797)
(16,616,105)
(16,626,902)
Gross profit
(11,725)
11,570,487
11,558,762
66,731
10,354,596
10,421,327
Administrative expenses
(112,056)
(8,564,536)
(8,676,592)
363,669
(8,150,260)
(7,786,591)
Other operating income
70,897
-
70,897
-
-
-
Operating profit
4
(52,884)
3,005,951
2,953,067
430,400
2,204,336
2,634,736
Share of results of associates and joint ventures
-
293,471
293,471
262,150
-
262,150
Interest receivable and similar income
8
-
22,675
22,675
-
-
-
Interest payable and similar expenses
9
-
(334,212)
(334,212)
-
(295,499)
(295,499)
Profit before taxation
(52,884)
2,987,885
2,935,001
692,550
1,908,837
2,601,387
Tax on profit
10
(24,000)
(689,265)
(713,265)
17,000
(387,899)
(370,899)
Profit for the financial year
24
(76,884)
2,298,620
2,221,736
709,550
1,520,938
2,230,488
Other comprehensive income
Actuarial loss on defined benefit pension schemes
(22,000)
(259,000)
Tax relating to other comprehensive income
5,500
64,750
Total comprehensive income for the year
2,205,236
2,036,238
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
TJM BENTLEY HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
4,487,969
9,406,850
Investments
14
-
0
404,034
4,487,969
9,810,884
Current assets
Stocks
16
64,808
3,555,090
Debtors
17
281,524
6,945,092
Cash at bank and in hand
4,007
2,463,160
350,339
12,963,342
Creditors: amounts falling due within one year
18
(35)
(4,808,892)
Net current assets
350,304
8,154,450
Total assets less current liabilities
4,838,273
17,965,334
Creditors: amounts falling due after more than one year
19
(890)
(2,814,416)
Provisions for liabilities
Deferred tax liability
21
26,000
689,866
(26,000)
(689,866)
Net assets excluding pension liability
4,811,383
14,461,052
Defined benefit pension liability
22
-
0
(1,845,000)
Net assets
4,811,383
12,616,052
Capital and reserves
Called up share capital
23
100,000
-
0
Merger reserve
-
0
100,000
Profit and loss reserves
24
4,711,383
12,516,052
Total equity
4,811,383
12,616,052

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved and signed by the director and authorised for issue on 18 June 2025
18 June 2025
TJM Bentley
Director
Company registration number 15567375 (England and Wales)
TJM BENTLEY HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024
30 September 2024
- 10 -
2024
Notes
£
£
Fixed assets
Tangible assets
13
4,359,283
Investments
14
100
4,359,383
Current assets
Debtors
17
555,001
Creditors: amounts falling due within one year
18
(5,000)
Net current assets
550,001
Net assets
4,909,384
Capital and reserves
Called up share capital
23
100,000
Profit and loss reserves
24
4,809,384
Total equity
4,909,384

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 £4,914,284

The financial statements were approved and signed by the director and authorised for issue on 18 June 2025
18 June 2025
TJM Bentley
Director
Company registration number 15567375 (England and Wales)
TJM BENTLEY HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 11 -
Share capital
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 October 2022
-
0
100,000
11,554,814
11,654,814
-
11,654,814
Year ended 30 September 2023:
Profit for the year
-
-
2,230,488
2,230,488
-
2,230,488
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
(259,000)
(259,000)
-
(259,000)
Tax relating to other comprehensive income
-
-
64,750
64,750
-
64,750
Total comprehensive income
-
-
2,036,238
2,036,238
-
2,036,238
Dividends
11
-
-
(1,075,000)
(1,075,000)
-
(1,075,000)
Balance at 30 September 2023
-
0
100,000
12,516,052
12,616,052
-
0
12,616,052
TJM BENTLEY HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Share capital
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
- 12 -
Year ended 30 September 2024:
Profit for the year
-
-
2,221,736
2,221,736
-
2,221,736
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
(22,000)
(22,000)
-
(22,000)
Tax relating to other comprehensive income
-
-
5,500
5,500
-
5,500
Total comprehensive income
-
-
2,205,236
2,205,236
-
2,205,236
Issue of share capital
23
100,000
(100,000)
-
-
-
-
Dividends prior to incorporation of Company
11
-
-
(3,102,426)
(3,102,426)
-
(3,102,426)
Dividends after incorporation of Company
11
-
-
(104,900)
(104,900)
(104,900)
Demerger dividend
-
-
(6,802,579)
(6,802,579)
-
(6,802,579)
Balance at 30 September 2024
100,000
-
4,711,383
4,811,383
-
0
4,811,383
TJM BENTLEY HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Period ended 30 September 2024:
Profit and total comprehensive income
-
4,914,284
4,914,284
Issue of share capital
23
100,000
-
100,000
Dividends
11
-
(104,900)
(104,900)
Balance at 30 September 2024
100,000
4,809,384
4,909,384
TJM BENTLEY HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
1,815,181
2,151,470
Income taxes paid
(673,667)
(88,802)
Net cash inflow from operating activities
1,141,514
2,062,668
Investing activities
Purchase of tangible fixed assets
(310,650)
(343,565)
Interest received
22,675
-
0
Dividends received from associate
240,000
-
0
Cash in demerged subsidiaries
(3,019,470)
-
0
Net cash used in investing activities
(3,067,445)
(343,565)
Financing activities
Repayment of bank loans
(199,010)
(309,274)
Payment of finance leases obligations
-
(8,240)
Interest paid
(334,212)
(203,499)
Dividends paid to equity shareholders
-
(1,075,000)
Net cash used in financing activities
(533,222)
(1,596,013)
Net (decrease)/increase in cash and cash equivalents
(2,459,153)
123,090
Cash and cash equivalents at beginning of year
2,463,160
2,340,070
Cash and cash equivalents at end of year
4,007
2,463,160
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 15 -
1
Accounting policies
Company information

TJM Bentley Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Bentley Farm, Swindon Lane, Kirkby Overblow, Harrogate, HG3 1HR.

 

The group consists of TJM Bentley Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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 purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

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 £4914284.

1.2
Business combinations

The Group applied the principles of merger accounting in consolidating the results, as TJM Bentley Holdings Limited was only incorporated on 16 March 2024 and control of the subsidiaries was acquired via a share-for-share exchange on 20 May 2024.

 

Merger accounting requires that the results of the Group are presented as if the Group has always been in its present form, and does not require a re-evaluation of fair values as at the point of acquisition. Accordingly, as a result of this merger accounting, a merger reserve is recognised within equity where there is a difference between the net assets of the Group and the retained profits recognised by the Group as at 20 May 2024.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company TJM Bentley Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 September 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

 

The company was added to an existing group in a share for share exchange with no change of control. Therefore merger accounting has been used. This assumes the new group has always been in existence.

 

Subsidiaries subsequently leaving the group by demerger dividend cease to be consolidated at that date. The assets leaving the group in this way are disclosed in the disposal note 25

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern

After reviewing the Group's forecasts and risk assessments and making other enquiries, the Board has formed the judgement at the time of approving the financial statements that there is a reasonable expectation that the Group and the Company have adequate resourced to continue in operational existence for 12 months from the date of signing this Annual report and financial statements. For this reason, the Board continues to adopt the going concern basis in preparing the financial statements.

 

In arriving at their opinion, the Directors considered:

 

 

 

 

 

The forecasts on which the going concern assessment is based have been subject to sensitivity analysis and stress testing to assess the impact of the above risks and the Directors have also reviewed mitigating actions that could be taken. The conclusions from these reviews all supported the adoption of the going concern basis.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life of five years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised to write off the cost over the useful econcomic life.
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold buildings
50 years straight line
Plant and equipment
10-20 years straight line
Fixtures and fittings
3-10 years straight line
Motor vehicles
5 years straight line

Freehold land is not depreciated.

 

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.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 19 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

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.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 22 -
Deferred tax

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.

1.17
Employee benefits

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.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 23 -
1.18
Retirement benefits

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

 

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

The Group previously operated a defined benefit plan for certain employees. The scheme closed to new members and to the future accrual of new benefits on 31 March 2002. A defined benefit scheme defines the pension benefit that the employee will receive on retirement, usually dependent on several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan,

 

The liability recognised in the Statement of financial position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date (if any) out of which he obligations are to be settled.

 

The defined benefit obligation is calculated using the projected unit credit method. Annually the Group engages independent actuaries to calculate the obligation. The present value is determine by discounting the estimated future payments using market yield on high quality corporate bonds that are denominated in sterling and that have terms approximating t he estimated period of the future payments ("discount rate").

 

The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy ad in accordance with the Group's policy for similarly held assets. This includes the use of appropriate valuation techniques.

 

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as "Remeasurement of net defined benefit liability".

The cost of the defined benefit pension plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises the increase in net pension benefit liability arising from employee service during the period and the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as "finance expense".

1.19
Leases

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.

1.20
Government grants

Government 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.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 24 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Defined benefit pension scheme

The pension scheme assets and liabilities are valued using an actuarial valuation based on market assumptions.

Residual values and useful economic lives

The Group depreciates tangible assets, and amortises intangible assets, over their estimated useful lives. The estimation of the useful lives of tangible assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied. The estimation of useful lives of intangible assets is based on any contractual or legal rights associated with the asset, or the period in which the Group expects to use the asset if shorter. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.

Judgment is also applied, when determining the residual values for fixed assets. When determining the residual value, the directors have assessed the amount that the Group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices.

Adoption of merger accounting

In preparing these financial statements, the Directors have made a key judgement regarding the nature of the control exercised before and after the demerger, and concluded that there has been no change. They have further determined that merger accounting represents the most faithful representation of a true and fair view when perceived with the combining entities including the group subsequently disposed of, in light of the approach and fact pattern adopted during the demerger.

Single Farm Payment

The single farm payment is included in other income rather than turnover.

Key sources of estimation uncertainty

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.

Assessing indicators of impairment

In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability and where applicable, the ability of the asset to be operated as planned. There have been no indicators of impairments identified during the current financial year.

3
Turnover and other revenue

The whole of the turnover is attributable to sale of goods and to the principal activity of the Group.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
3
Turnover and other revenue
(Continued)
- 25 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
6,642,743
5,912,409
Rest of Europe
9,932,276
9,936,664
Rest of the World
9,336,195
11,199,156
25,911,214
27,048,229
2024
2023
£
£
Other revenue
Interest income
22,675
-
Grants received
10,897
-
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
148,378
32,530
Research and development costs
229,908
400,000
Government grants
(10,897)
-
Depreciation of owned tangible fixed assets
683,510
627,964
Profit on disposal of tangible fixed assets
(917)
-
Operating lease charges
142,805
142,110
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,900
-
Audit of the financial statements of the company's subsidiaries
29,365
42,250
33,265
42,250
For other services
Taxation compliance services
8,980
8,250
All other non-audit services
14,175
10,890
23,155
19,140
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 26 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Employees
92
111
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
3,707,984
3,816,276
-
0
-
0
Social security costs
387,319
396,389
-
-
Pension costs
202,450
186,796
-
0
-
0
4,297,753
4,399,461
-
0
-
0
7
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
136,497
158,726
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
22,675
-
0
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
233,194
203,499
Net interest on the net defined benefit liability
77,917
92,000
Other interest
23,101
-
Total finance costs
334,212
295,499
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 27 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
582,432
355,111
Adjustments in respect of prior periods
70,381
(15,008)
Total current tax
652,813
340,103
Deferred tax
Origination and reversal of timing differences
63,035
33,466
Adjustment in respect of prior periods
(2,583)
(2,670)
Total deferred tax
60,452
30,796
Total tax charge
713,265
370,899

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
2,935,001
2,601,387
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.01%)
733,750
572,565
Tax effect of expenses that are not deductible in determining taxable profit
97,478
8,552
Tax effect of income not taxable in determining taxable profit
(99,790)
(110,019)
Change in unrecognised deferred tax assets
41,420
-
0
Adjustments in respect of prior years
57,996
(15,008)
Effect of change in corporation tax rate
-
1,335
Depreciation on assets not qualifying for tax allowances
32,921
29,077
Research and development tax credit
(52,660)
(57,221)
Marginal relief
-
0
(106)
Other differences
-
0
(58,276)
Patent box
(97,850)
-
0
Taxation charge
713,265
370,899
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
10
Taxation
(Continued)
- 28 -

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£
£
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
(5,500)
(64,750)
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
104,900
-

The above represents paid to equity shareholders by the company since incorporation.

 

In accordance with the principles of merger accounting, dividends reported by the group include dividends paid by subsidiaries before the incorporation of this company. Such dividends were paid in cash.

 

Group dividends also include the transfer of subsidiaries to a new group as part of the demerger. Such dividends were non-cash in nature as it involved the transfer of investments and associated non-monetary assets.

12
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 October 2023
150,000
170,669
320,669
Disposed with business
(150,000)
(170,669)
(320,669)
At 30 September 2024
-
0
-
0
-
0
Amortisation and impairment
At 1 October 2023
150,000
170,669
320,669
Disposed with business
(150,000)
(170,669)
(320,669)
At 30 September 2024
-
0
-
0
-
0
Carrying amount
At 30 September 2024
-
0
-
0
-
0
At 30 September 2023
-
0
-
0
-
0
The company had no intangible fixed assets at 30 September 2024 or 30 September 2023.
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 29 -
13
Tangible fixed assets
Group
Freehold buildings
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 October 2023
6,702,158
7,842,779
197,987
28,531
14,771,455
Additions
22,609
78,016
12,730
197,295
310,650
Disposals
(2,336,242)
(87,581)
-
0
-
0
(2,423,823)
Disposed with business
-
0
(7,702,676)
(197,987)
(141,847)
(8,042,510)
At 30 September 2024
4,388,525
130,538
12,730
83,979
4,615,772
Depreciation and impairment
At 1 October 2023
1,079,167
4,084,665
172,242
28,531
5,364,605
Depreciation charged in the year
101,480
479,624
6,920
95,486
683,510
Eliminated in respect of disposals
(1,170,143)
(34,728)
-
0
-
0
(1,204,871)
Disposed with business
-
0
(4,491,695)
(177,903)
(45,843)
(4,715,441)
At 30 September 2024
10,504
37,866
1,259
78,174
127,803
Carrying amount
At 30 September 2024
4,378,021
92,672
11,471
5,805
4,487,969
At 30 September 2023
5,622,991
3,758,114
25,745
-
0
9,406,850
Company
Freehold buildings
£
Cost
At 1 October 2023
-
0
Additions
4,365,916
At 30 September 2024
4,365,916
Depreciation and impairment
At 1 October 2023
-
0
Depreciation charged in the year
6,633
At 30 September 2024
6,633
Carrying amount
At 30 September 2024
4,359,283

Group and company

 

Freehold property includes £386,138 (2023: £386,138) of freehold land which is not depreciated.

 

Plant & machinery includes £Nil (2023: £113,223) of assets under construction which are not depreciated until ready for use.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 30 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
100
100,000
Investments in associates
-
0
403,835
-
0
-
0
Unlisted investments
-
0
199
-
0
-
0
-
0
404,034
100
100,000
Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 October 2023
403,835
199
404,034
Share of profit
193,571
-
193,571
Dividends received
(240,000)
-
(240,000)
Demerger
(357,406)
(199)
(357,605)
At 30 September 2024
-
-
-
Carrying amount
At 30 September 2024
-
-
-
At 30 September 2023
403,835
199
404,034
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2023
100,000
Demerger
(99,900)
At 30 September 2024
100
Carrying amount
At 30 September 2024
100
At 30 September 2023
100,000
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 31 -
15
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Bentley Cattle Co. Limited
Bentley Farm, Swindon Lane, Kirkby Overblow, Harrogate, HG3 1HR
Farming
Ordinary
100.00

During the year, subsidiaries Thos. Bentley & Son Limited and Stephenson Group Limited were disposed of on 9 September 2024 by demerger.

 

TJM Bentley Holdings Limited has provided, under s479A Companies Act 2006, a guarantee which permits its wholly-owned subsidiary Bentley Cattle Co. Ltd, incorporated in England & Wales with company number 13166778, to not obtain an audit of its individual financial statements for the year ended 30 September 2024.

16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
64,808
1,571,076
-
-
Finished goods and goods for resale
-
0
1,984,014
-
0
-
0
64,808
3,555,090
-
-
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
7,096
6,015,063
-
0
-
0
Corporation tax recoverable
-
0
83,330
-
0
-
0
Amounts owed by group undertakings
-
-
550,001
-
Amounts owed by undertakings in which the company has a participating interest
-
43,711
-
-
Other debtors
274,428
194,174
5,000
-
0
Prepayments and accrued income
-
0
147,564
-
0
-
0
281,524
6,483,842
555,001
-
Deferred tax asset (note 21)
-
0
461,250
-
0
-
0
281,524
6,945,092
555,001
-
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 32 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
20
-
0
309,274
-
0
-
0
Trade creditors
(5,766)
3,139,012
-
0
-
0
Amounts owed to group undertakings
-
0
1
-
0
-
0
Corporation tax payable
-
0
352,734
-
0
-
0
Other taxation and social security
801
78,660
-
-
Other creditors
5,000
55,744
5,000
-
0
Accruals and deferred income
-
0
873,467
-
0
-
0
35
4,808,892
5,000
-
0
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
890
2,814,416
-
0
-
0
Amounts included above which fall due after five years are as follows:
Payable by instalments
-
2,505,142
-
-
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
890
3,123,690
-
0
-
0
Payable within one year
-
0
309,274
-
0
-
0
Payable after one year
890
2,814,416
-
0
-
0

The loan is secured by a charge over the freehold property and accrues interest at 2.5% above the base rate.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 33 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
(94,450)
689,866
-
-
Defined beneift pension scheme
120,450
-
-
461,250
26,000
689,866
-
461,250
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 October 2023
228,616
-
Charge to profit or loss
63,035
-
Effect of change in tax rate - other comprehensive income
(5,500)
-
Transfer on disposal
(260,151)
-
Liability at 30 September 2024
26,000
-
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
202,450
186,796

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund. There were contributions of £Nil (2023 - £45,462) payable to the fund at the balance sheet date.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
22
Retirement benefit schemes
(Continued)
- 34 -
Defined benefit schemes

The Group operates a Defined Benefit Pension Scheme, the Stephenson Group Limited Retirement Benefits Scheme (the "Scheme"). The Scheme is administered by a separate board of Trustees which is legally separate from the Group. The Trustees are composed of representatives of both the employer and members of the Scheme.

 

The Scheme was closed to new members on 31 March 2002 and closed to future accrual of benefits on 31 March 2007. The most recent full funding valuation was on 1 April 2021 and was carried out by a qualified independent actuary. This has been updated to 30 September 2024.

 

The Group expects to contribute £nil to the scheme in the year ending 30 September 2025.

2024
2023
Key assumptions
%
%
Discount rate
5.05
5.45
Expected rate of increase of pensions in payment
2.80
3.00
Expected rate of salary increases
2.60
2.80
Inflation
3.20
3.20
Mortality assumptions
2024
2023

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
21.7
21.8
- Females
23.7
23.6
Retiring in 20 years
- Males
22.7
22.7
- Females
24.9
24.8

The mortality assumptions are based on 100% of SAPS S2PXA "All lives" tables with allowance for future improvements in line with the CMI 2023 projections with a smoothing parameter for 7.0 and a long term trend rate of 1.00% p.a.

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

2024
2023
Group
£
£
Present value of defined benefit obligations
-
5,521,000
Fair value of plan assets
-
(3,676,000)
Surplus in scheme
-
1,845,000
The company had no post employment benefits at 30 September 2024 or 1 October 2023.
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
22
Retirement benefit schemes
(Continued)
- 35 -
Group
2024
2023
Amounts recognised in the profit and loss account
£
£
Costs/(income):
Net interest on net defined benefit liability/(asset)
77,917
92,000
Group
2024
2023
Amounts recognised in other comprehensive income
£
£
Costs/(income):
Actual return on scheme assets
(445,500)
217,000
Less: calculated interest element
189,750
195,000
Return on scheme assets excluding interest income
(255,750)
412,000
Actuarial changes related to obligations
277,750
(153,000)
Total costs
22,000
259,000
Group
2024
Movements in the present value of defined benefit obligations
Liabilities at 1 October 2023
5,521,000
Benefits paid
(297,000)
Actuarial gains and losses
277,750
Interest cost
267,667
Disposal of business
(5,769,417)
At 30 September 2024
-

The defined benefit obligations arise from plans which are wholly or partly funded.

Group
2024
Movements in the fair value of plan assets
£
Fair value of assets at 1 October 2023
3,676,000
Interest income
189,750
Return on plan assets (excluding amounts included in net interest)
255,750
Benefits paid
(297,000)
Contributions by the employer
531,667
Disposal of business
(4,356,167)
At 30 September 2024
-
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
22
Retirement benefit schemes
(Continued)
- 36 -
Group
2024
2023
Fair value of plan assets
£
£
Debt instruments
-
1,506,000
Cash
-
2,071,000
Diversified Growth Fund
-
99,000
-
3,676,000
23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary of £1 each
73,059
-
73,059
-
B ordinary of £1 each
5,758
-
5,758
-
C ordinary of £1 each
7,592
-
7,592
-
D ordinary of £1 each
7,591
-
7,591
-
E ordinary of £1 each
6,000
-
6,000
-
100,000
-
100,000
-

On 20 May 2024 ordinary shares were renamed B ordinary shares and the following shares were issued in exchange for the entire issued share capital of Thos Bentley & Son Limited:

24
Profit and loss reserves

This reserve represents cumulative profits and losses less dividends paid.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 37 -
25
Disposals

On 9 September 2024 the Group disposed by demerger its subsidiary undertakings Thos. Bentley & Son Limited and Stephenson Group Limited.

 

The assets and liabilities exiting the Group in this way were:

 

Intangible fixed assets
-
Tangible fixed assets
3,327,069
Investments
199
Associates
457,306
Stock
3,142,650
Debtors
8,057,156
Cash
3,019,470
Creditors
(9,646,127)
Deferred tax provision
(260,200)
Pension deficit
(1,413,250)
6,684,273
26
Financial commitments, guarantees and contingent liabilities

As at year end, the Group had committed to forward contract currency options totalling USD Nil. In the previous year the Group has a commitment for USD 2,400,000 with maturity dates between October 2023 to January 2024.

 

As at the year end, the Group had committed to forward purchase contracts totalling £Nil in respect of raw materials. In the previous year the Group has a commitment for £390,101 with maturity dates between October 2023 to February 2024.

27
Operating lease commitments
Lessee

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:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
-
126,351
-
-
Between two and five years
-
296,792
-
-
-
423,143
-
-
28
Events after the reporting date

There have been no significant events affecting the Group or parent Company since the year end.

TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 38 -
29
Related party transactions
Remuneration of key management personnel

Key management personnel remuneration was £539,000 (2023: £385,000).

Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Sales
2024
2023
£
£
Group
Sustain CO2 Limited
576,661
726,234

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Sustain CO2 Limited
-
16,081
Other related parties
5,000
-

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
T J M Bentley
-
48,372
Sustain CO2 Limited
-
59,782
Other related parties
5,000
-
30
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
Mr TJ M Bentley -
-
-
3,949
3,949
-
3,949
3,949
31
Controlling party
TJM BENTLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
31
Controlling party
(Continued)
- 39 -

From incorporation until 20 May 2024 the controlling party was Mr TJM Bentley by virtue of his majority shareholding.

 

From 20 May 2024 until 20 May 2024 the controlling party was The Trustees Of The T R Bentley 1997 Discretionary Settlement by virtue of their majority shareholding.

 

From 20 May 2024 until 9 September 2024 the controlling party and parent undertaking was T Bentley Holdings Limited by virtue of its majority shareholding and the ultimate controlling party was The Trustees Of The T R Bentley 1997 Discretionary Settlement by virtue of their majority shareholding in the parent undertaking.

 

Since 9 September 2024 the controlling party and parent undertaking is Bentley Farm Holdings Limited by virtue of its majority shareholding and the ultimate controlling party is The Trustees Of The T R Bentley 1997 Discretionary Settlement by virtue of their majority shareholding in the parent undertaking. Bentley Farm Holdings Limited does not prepare consolidated financial statements.

 

32
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
2,221,736
2,230,488
Adjustments for:
Share of results of associates and joint ventures
(293,471)
(262,150)
Taxation charged
713,265
370,899
Finance costs
334,212
295,499
Investment income
(22,675)
-
0
Gain on disposal of tangible fixed assets
(917)
-
Depreciation and impairment of tangible fixed assets
683,510
627,964
Pension scheme non-cash movement
(453,750)
(560,000)
Movements in working capital:
Decrease in stocks
347,632
1,647,805
(Increase)/decrease in debtors
(1,854,838)
1,363,306
Increase/(decrease) in creditors
140,477
(3,562,341)
Cash generated from operations
1,815,181
2,151,470
33
Analysis of changes in net funds/(debt) - group
1 October 2023
Cash flows
30 September 2024
£
£
£
Cash at bank and in hand
2,463,160
(2,459,153)
4,007
Borrowings excluding overdrafts
(3,123,690)
3,122,800
(890)
(660,530)
663,647
3,117
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