Registration number:
for the
Period from 31 December 2023 to 28 December 2024
Whittard Trading Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Director Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Whittard Trading Limited
Company Information
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Director |
N Smith T Baker S Flanagan |
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Company secretary |
N Smith |
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Registered office |
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Solicitors |
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Bankers |
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Barclays Bank PLC |
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Auditors |
Hazlewoods LLP |
Whittard Trading Limited
Strategic Report for the Period from 31 December 2023 to 28 December 2024
The directors present their strategic report for the period from 31 December 2023 to 28 December 2024.
Principal activity
The principal activity of the company is to source and sell the highest quality tea, coffee and hot chocolate from around the world together with everything that enriches the experience of consuming them. We aim to leverage 139 years of British heritage to build a brand through developing enduring relationships with our customers. Our products are affordable luxuries that are perfect as self-treats or as gifts.
Routes to market include directly operated UK stores, a global ecommerce platform, international franchise stores and worldwide wholesale.
Fair review of the business and future developments
The results for the period and financial position of the company are as shown in the annexed financial statements.
Financial highlights:
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Revenue of £49.8m, up 9% year on year – with UK revenues up 6.5% and overseas revenues up 26%. |
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Gross margin up 1.2 percentage points year on year, despite heavy inflationary pressure within the supply chain. |
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Operating profit of £2.4m, up 15% year on year, with rising costs more than offset by sales and margin growth. |
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Net profit of £1.6m, up 81% year on year. |
The fourth consecutive year of growth with gross revenue (inc. VAT) exceeding £50m for the first time. The UK market saw growth of +6.5% with global growth of +26% continuing to highlight the growing demand for our brand and its products from consumers across the globe.
In the UK our revenue growth was driven by like for like growth, which continued to outpace the sector at +6% and portfolio optimisation, with the opening of our new brand concept store on Oxford Street, followed by further roll out in key relocations including: Gatwick North, Oxford Queen Street, Nottingham Victoria Centre, and Sheffield Meadowhall
A key success factor in the year included the launch of our new Whittard rewards loyalty programme, with annual member targets achieved in just six months from go live. The programme is designed to capture all direct-to-consumer transactions, which means that a customer can enjoy the benefits of the scheme at both home and abroad, regardless of channel shopped. As well as improved retention metrics, we also saw improved levels of acquisition with our active customer database growing 9% year on year, highlighting the increased customer demand.
Globally, we continue to focus on growth in Asia, US, Middle East, and Europe. Highlights in the year included, opening both our US office in New York, and unlocking faster distribution for B2B customers via a newly opened 3PL provider in Texas. We also opened new Wholesale partner accounts in the US, whilst also serving our first airline contract in the middle East. Finally, in Europe we achieved a 35% lift in revenues driven by our online channel as we managed to switch back on fulfilment following a prior year disruption to services.
Cost pressures have continued in FY25, with increased commodity prices, and staffing costs continuing to put pressure on the brand. However, growth momentum has continued to outpace the cost price pressures in H1 due to ongoing customer demand trends, and the relentless focus and dedication of our colleagues who make it all happen.
During the period, the Company employed an average of 471 employees in its operations and administration.
The Company is committed to upholding environmentally responsible practices as the directors are aware of the environmental impact of the business. The Company has implemented and maintains several measures and initiatives as part of a cross-business environmental policy to reduce its impact on the environment. Those relating to carbon emissions can be seen in the Directors report. Others include:
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Continued with our goal to remove single use plastics in our product packaging. |
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Maintained our membership of the Ethical Tea Partnership to ensure our tea gardens work to strict sustainable, ethical and socially responsible standards. |
Whittard Trading Limited
Strategic Report for the Period from 31 December 2023 to 28 December 2024
Section 172(1) statement
The directors of the company must act in accordance with the duties detailed in section 172 of the Companies Act 2006 which is summarised as follows:
A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
(a) The likely consequences of any decision in the long-term
The directors have acted in a way which they consider, in good faith, would be most likely to promote the success of the company. The company is headed by an effective board who bring a wide range of commercial and financial experience which is responsible for the long-term success of the company. The business plan was designed to have a long-term beneficial impact on the company and to contribute to its success in delivering new and better-quality products for our customers in 2023 and beyond. We will continue to operate our business within tight budgetary controls but seeking to increase the company's rate of growth and market share.
(b) The interests of the company's employees
We value our employees and continue to seek to recruit, retain and develop our talent. Our employees actively pursue opportunities for personal development and career progression with the support from management; a culture of inclusion and diversity; compensation and benefits and the ability to make a difference. We undertake various surveys and operate forums to foster participation in company events, invite opinions, questions and ideas to ensure our policies remain fit for purpose.
(c) The need to foster the company's business relationships with suppliers, customers and others
We aim to act responsibly and fairly in how we engage with our suppliers, customers and our investors all of whom are integral to the success of our business. We work with our suppliers closely in order to facilitate positive business relationships. We provide detailed management information to our Board and investors on a monthly basis.
(d) The impact of the company's operations on the community and environment
Our plan takes into account the impact of the company’s operations on the community and environment and our wider societal responsibilities. The business continues to make positive changes towards the company’s impact on the community and the environment, such as the increase in recyclable/biodegradable packaging in our products and our membership of the Ethical Tea Partnership.
(e) The desirability of the company maintaining a reputation for high standards of business conduct
As the Board of Directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The board has a low risk appetite for reputational risk and therefore the reputational risk of decisions is always considered before being included in the company’s plans.
(f) The need to act fairly between members of the company
As the Board of Directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they may benefit from the successful delivery of our plan. Our ultimate shareholder, EPE Special Opportunities Limited, is in regular contact with the directors. Performance updates are provided through established mechanisms.
Other major stakeholder groups include the company’s insurers, bankers, advisors, auditors, regulators and HMRC. With all these stakeholder groups, the directors maintain regular and open dialogue to ensure that all parties are kept informed. The directors believe this is essential to building strong working relationships.
Whittard Trading Limited
Strategic Report for the Period from 31 December 2023 to 28 December 2024
Principal risks and uncertainties
The execution of the company’s strategy is subject to a number of risks. The process of identifying and managing risk is overseen by the directors and management.
The key business risks and uncertainties affecting the company, and how these risks are mitigated are summarised as:
Price and credit risk
The company is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures and staged payments.
Liquidity risk
The company is funded by short term shareholder and connected party loans, which in the period to date have been re-financed as and when they fall due for repayment.
Cash Flow
The nature of the company’s business, being that of a retailer, is such that the timing of cash flows is heavily weighted towards certain months of the year. The working capital demand is managed through the use of facilities provided to the company.
Approved by the
Director
Whittard Trading Limited
Directors' Report for the Period from 31 December 2023 to 28 December 2024
The directors present their report and the financial statements for the period from 31 December 2023 to 28 December 2024.
Directors of the company
The directors who held office during the period were as follows:
Future developments
The directors forecast growth in 2025 having implemented new strategic initiatives to drive growth, with the aim of continuing to improve their brand proposition to its current customers whilst also attracting new customers.
Information included in the Strategic Report
Information on the engagement with employees and engagement with suppliers, customers and others in included in the strategic report in s172(1) statement. The company’s business environment and risks, together with details of monitoring undertaken by the directors, are dealt with elsewhere in the Strategic Report.
Financial instruments
Objectives and policies
The company's financial instruments, other than derivatives, comprise cash and liquid resources, and various other items such as trade debtors, trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the company.
The main risks arising from the company's financial instruments are set out below:
Price risk, credit risk, liquidity risk and cash flow risk
Price and credit risk
The company is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures and staged payments.
Liquidity risk
The company is funded by short term shareholder and connected party loans, which in the period to date have been re-financed as and when they fall due for repayment. The company aims to mitigate liquidity risk by managing cash generation by its operations and monitoring the company's trading results to ensure that it can meet future obligations as they fall due.
Cash Flow
The nature of the company’s business, being that of a retailer, is such that the timing of cash flows is heavily weighted towards certain months of the year. The working capital demand is managed through the use of facilities provided to the company.
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Energy and emissions report |
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The table below summarises the company's carbon emissions as required by the environmental reporting guidelines. |
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2024 |
2023 |
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Energy consumption used to calculate emissions |
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Electricity |
kWh |
674,531 |
996,278 |
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Fuel |
kWh |
51,781 |
62,664 |
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Total energy consumption |
kWh |
726,312 |
1,058,942 |
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Electricity |
tonnes CO2e |
143 |
212 |
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Fuel |
tonnes CO2e |
6 |
7 |
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Total greenhouse gas emissions |
tonnes CO2e |
149 |
219 |
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Greenhouse gas emissions per million of revenue |
tonnes CO2e |
2.98 |
4.80 |
Whittard Trading Limited
Directors' Report for the Period from 31 December 2023 to 28 December 2024
Under the Streamlined Energy and Carbon Reporting regulations the company may report annually on greenhouse gas emissions from Scope 1 and Scope 2 Electricity, Gas and Transport.
The data is provided as tonnes of carbon dioxide equivalent (tCO2e) and has been compiled in line with the March 2019 BEIS “Environmental Reporting Guidelines”. All measured emissions from company activities are included. The carbon figures have been calculated using the BEIS carbon conversion factors for all fuels. We do not consider refrigerant losses on our air conditioning units to be material and as such these are not reported in our emissions data.
We have reported on the emissions sources required under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 apart from the exclusions noted. The reported sources fall within our Financial Statements and are for emissions over which we have financial control. We do not have responsibility for any emissions sources that are not included in our financial statements.
The company considers the environmental impact of its operations and has taken the following actions in the current year;
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Continued with our goal to remove single use plastics in our product packaging. |
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Maintained our membership of the Ethical Tea Partnership to ensure our tea gardens work to strict sustainable, ethical and socially responsible standards. |
Going concern
The directors have prepared projected cash flow information for the period to 31 December 2026. The projections indicate that the company will further improve profit in 2025, both in terms of absolute value and operating margin percentage. On the assumption that trading meets expectations and that the company’s ultimate controlling party, EPE Special Opportunities Limited, continues to provide financial support, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Employment of disabled persons
The company's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Hazlewoods LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved by the
Director
Whittard Trading Limited
Statement of Director Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Whittard Trading Limited
Independent Auditor's Report to the Members of Whittard Trading Limited
Opinion
We have audited the financial statements of Whittard Trading Limited (the 'company') for the period from 31 December 2023 to 28 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 company's affairs as at 28 December 2024 and of its profit for the period 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 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 responsibilities for the audit of the financial statements section of our report. We are independent of the 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 director's are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
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:
Whittard Trading Limited
Independent Auditor's Report to the Members of Whittard Trading Limited
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
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the financial statements are not in agreement with the accounting records and returns; or |
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certain disclosures of directors' remuneration specified by law are not made; or |
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we have not received all the information and explanations we require for our audit. |
Responsibilities of the director's
As explained more fully in the Statement of Director's responsibilities set out on page 7, 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 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 directors are responsible for assessing the 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 company or to cease operations, or have 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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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reading minutes of meetings of those charged with governance. |
Whittard Trading Limited
Independent Auditor's Report to the Members of Whittard Trading Limited
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of this 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.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Whittard Trading Limited
Profit and Loss Account for the Period from 31 December 2023 to 28 December 2024
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Note |
31 December 2023 to 28 |
01 January |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Other operating income |
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- |
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Operating profit |
2,418,817 |
2,106,791 |
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Interest waiver |
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- |
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Other interest receivable and similar income |
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Interest payable and similar charges |
( |
( |
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Profit before tax |
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Profit for the financial period |
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The above results were derived from continuing operations.
The company has no other comprehensive income for the period.
Whittard Trading Limited
(Registration number: 06753147)
Balance Sheet as at 28 December 2024
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Note |
28 December 2024 |
30 December 2023 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
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Profit and loss account |
( |
( |
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Total equity |
( |
( |
Approved and authorised by the
Director
Whittard Trading Limited
Statement of Changes in Equity for the Period from 31 December 2023 to 28 December 2024
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Share capital |
Profit and loss account |
Total |
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At 31 December 2023 |
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( |
( |
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Profit for the period |
- |
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At 28 December 2024 |
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( |
( |
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Share capital |
Profit and loss account |
Total |
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At 1 January 2023 |
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( |
( |
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Profit for the period |
- |
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At 30 December 2023 |
1 |
(9,907,763) |
(9,907,762) |
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were 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.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is UK £, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared for the period from 31 December 2023 to 28 December 2024 to align with the company's retail calendar. The current and prior periods are not directly comparable.
Summary of disclosure exemptions
Whittard Trading Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to financial instruments and presentation of a statement of cash flows.
Name of parent of group
These financial statements are consolidated in the financial statements of Hamsard 3145 Limited.
The financial statements of Hamsard 3145 Limited may be obtained from the company's registered office.
Going concern
The directors have prepared projected cash flow information for the period to 31 December 2026. The projections indicate that the company will further improve profit in 2025, both in terms of absolute value and operating margin percentage. On the assumption that trading meets expectations and that the company’s ultimate controlling party, EPE Special Opportunities Limited, continues to provide financial support, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
Key sources of estimation uncertainty
Management have assessed stock lines and have estimated the value of stock that requires provision in the financial statements. The carrying amount is £201,729 (2023 - £61,139).
Management have estimated the provision for dilapidations on a lease by lease basis, which is based on the directors best estimate of the likely committed cash flow. The carrying amount is £166,734 (2023 - £166,734).
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and it is probable that future economic benefits can be reliably measured.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Fixtures, fittings & equipment |
1 to 5 years on cost |
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
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Asset class |
Amortisation method and rate |
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Goodwill |
5 years |
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Website development costs |
3-5 years |
Trade debtors
Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods 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. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Financial incentives
Lease incentives are written off against the company's rent charge over the term of the lease in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
|
Turnover |
The analysis of the company's turnover for the period from continuing operations is as follows:
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
Sale of goods |
|
|
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
The analysis of the company's turnover for the period by market is as follows:
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Operating profit/(loss) |
Arrived at after charging:
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - other |
33,478 |
23,885 |
|
Auditor's remuneration - audit of the company's annual accounts |
41,000 |
39,600 |
|
Auditor's remuneration - tax compliance services |
12,000 |
11,000 |
|
Interest waiver |
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 |
|
|
Waiver of interest on other borrowings |
500,000 |
- |
|
Other interest receivable and similar income |
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
Interest payable on loans from group undertakings |
1,308,876 |
1,186,027 |
|
Other finance costs |
|
|
|
|
|
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
31 December 2023 to 30 |
1 January 2023 to 30 |
|
|
Wages and salaries |
|
|
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Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 |
|
|
Administration and support |
|
|
|
Sales |
|
|
|
|
|
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Directors' remuneration |
The directors' remuneration for the period was as follows:
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
Remuneration (including benefits in kind) |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
|
|
During the period the number of directors who were receiving benefits was as follows:
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
|
Taxation |
Tax charged in the profit and loss account
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
- |
|
- |
- |
The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
31 December 2023 to 28 December 2024 |
1 January 2023 to 30 December 2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Effect of revenues exempt from taxation |
( |
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
UK deferred tax expense relating to changes in tax rates or laws |
- |
|
|
Movements in unrecognised deferred tax asset |
( |
( |
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Tax increase arising from group relief |
|
|
|
Total tax charge/(credit) |
- |
- |
A deferred tax asset has not been recognised as the recoverability of the asset is not certain. The tax losses of £4,443,438, fixed asset timing difference of £181,066 and short term timing differences of £198,726 give rise to the unrecognised deferred tax asset of £1,205,808 (2023 - £1,598,599), which has been measured using the enacted tax rates of 25%.
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
|
Intangible assets |
|
Goodwill |
Website development costs |
Total |
|
|
Cost |
|||
|
At 31 December 2023 |
|
|
|
|
Additions |
- |
|
|
|
At 28 December 2024 |
|
|
|
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Amortisation |
|||
|
At 31 December 2023 |
|
|
|
|
Amortisation charge |
- |
|
|
|
At 28 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 28 December 2024 |
- |
|
|
|
At 30 December 2023 |
- |
|
|
|
Tangible assets |
|
Furniture, fittings and equipment |
|
|
Cost |
|
|
At 31 December 2023 |
|
|
Additions |
|
|
Disposals |
( |
|
At 28 December 2024 |
|
|
Depreciation |
|
|
At 31 December 2023 |
|
|
Charge for the period |
|
|
Eliminated on disposal |
( |
|
At 28 December 2024 |
|
|
Carrying amount |
|
|
At 28 December 2024 |
|
|
At 30 December 2023 |
|
|
Stocks |
|
28 December 2024 |
30 December 2023 |
|
|
Retail stocks |
|
|
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
|
Debtors |
|
28 December 2024 |
30 December 2023 |
|
|
Trade debtors |
|
|
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Amounts owed by group undertakings |
|
|
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Other debtors |
|
|
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Prepayments |
|
|
|
|
|
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Creditors |
|
Note |
28 December 2024 |
30 December 2023 |
|
|
Due within one year |
|||
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Loans and borrowings |
|
|
|
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Trade creditors |
|
|
|
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Amounts due to group undertakings |
|
|
|
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Other taxes and social security |
|
|
|
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Other creditors |
|
|
|
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Accruals and deferred income |
|
|
|
|
|
|
||
|
Due after one year |
|||
|
Amounts due to group undertakings |
13,000,000 |
11,500,000 |
Included within amounts due to group undertakings is £14,198,191 (2023 - £14,186,027) related to loans from group undertakings, including unpaid interest of £1,198,191 (2023 - £1,186,027). During the period, interest of £500,000 (2023 - £nil) was waived on amounts due. Loan amounts owed to group undertakings are interest bearing and mirror the facilities in the company's parent undertaking. Interest is charged at 10% per annum. Interest charged during the period was £1,308,876 (2023 - £1,186,027).
|
Loans and borrowings |
|
28 December 2024 |
30 December 2023 |
|
|
Current loans and borrowings |
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|
Other borrowings |
|
|
Other borrowings
Other borrowings include £431,869 (2023 - £342,674) in relation to an invoice finance facility. The balance is secured over the trade debtors of the company.
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
|
Obligations under leases |
Operating leases
The total of future minimum lease payments is as follows:
|
28 December 2024 |
30 December 2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the period was £
|
Provisions for liabilities |
|
Dilapidations provisions |
|
|
At 31 December 2023 |
|
|
At 28 December 2024 |
|
|
|
|
A provision for dilapidations is calculated based on the average store closure costs in the current and previous two years.
|
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary share of £ |
|
1 |
|
1 |
|
Reserves |
Called up share capital
This represents the nominal value of the issued share capital of the company.
Profit and loss account
This represents the cumulative profits or losses, net of dividends paid and other adjustments.
Whittard Trading Limited
Notes to the Financial Statements for the Period from 31 December 2023 to 28 December 2024
|
Contingent liabilities |
The company has granted a fixed and floating charge over its assets to secure borrowings in its parent undertaking, Hamsard 3145 Limited, to EPIC Investment Partners LLP, advisor to EPE Special Opportunities PLC, the company's ultimate controlling party. The amount secured at 30 December 2024 was £14,198,191 (2023 - £14,186,027).
|
Related party transactions |
The company has taken advantage of the exemption afforded by FRS 102, Section 33, not to disclose related party transactions with other group companies which meet the criteria that all subsidiary undertakings which are party to the transactions are wholly owned by the ultimate controlling party, accordingly, no related party transactions require disclosure. Amounts due to and from group undertakings are disclosed in notes 14 and 15 to these financial statements.
ESO Investments 1 Limited is wholly owned subsidiary of EPE Special Opportunities Limited, the company’s ultimate controlling party. As at 28 December 2024, ESO Investments 1 Limited owned 79.6% of the issued share capital of Hamsard 3145 Limited.
During the period, the company was charged monitoring fees of £200,004 (2023 - £200,004) by EPIC Investment Partners (UK) Limited, advisor to EPE Special Opportunities Limited. The company was also recharged expenses of £Nil (2023 - £83,485) relating to the remuneration of the Strategy and Planning Director employed by EPIC Investment Partners (UK) Limited. Other ad hoc expenditure of £102,685 (2023 - £80,667) were also recharged to the company. At the balance sheet date, £32,359 (2023 - £34,255) was due to EPIC Investment Partners (UK) Limited.
|
Parent and ultimate parent undertaking |
The company's immediate and ultimate parent is Hamsard 3145 Limited, a company incorporated in England and Wales.
The ultimate controlling party is EPE Special Opportunities Limited.
The most senior parent entity producing available financial statements is Hamsard 3145 Limited. These financial statement are available from First Floor West 25 Western Avenue, Milton Park, Abingdon, OX14 4SH.