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Company Registration number: 13200257

Kentra Bay Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 28 February 2025

 

Kentra Bay Holdings Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 10

Consolidated Profit and Loss Account

11

Consolidated Statement of Comprehensive Income

12

Consolidated Balance Sheet

13

Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Financial Statements

18 to 37

 

Kentra Bay Holdings Limited

Company Information

Directors

B Hill

G A Hill

S Malpas

F A L Marx

T K Marx

F J Wingfield-Digby

Registered office

Abpac House
Wessex Way
Wincanton Business Park
Wincanton
Somerset
BA9 9RR

Auditors

Albert Goodman LLP Goodwood House
Blackbrook Park Avenue
Taunton
Somerset
TA1 2PX

 

Kentra Bay Holdings Limited

Strategic Report for the Year Ended 28 February 2025

The directors present their strategic report for the year ended 28 February 2025.

Principal activity

The principal activity of the company is holding company.

Fair review of the business

The group is a wholesaler and distributor of bakery packaging, which is sold into the bakery and butchery sectors.

Turnover reduced very slightly in the year, as the group consolidated its product offering. The Board are optimistic that turnover will increase in future years.

The group continues to offer bespoke products to its customers & this sector continues to expand.

Equality, diversity and inclusion

The group welcomes applications from all backgrounds as it believes an inclusive culture is beneficial for all.

The group is committed to promoting working environment based on dignity, trust and respect and is free from harassment, bullying, victimisation, and discrimination.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2025

2024

Profit before tax margin

%

11

13

Stock days

Days

56

48

Trade debtor days

Days

36

38

The directors do not consider there are any other appropriate non-financial KPIs relevant to the understanding of the business.

Principal risks and uncertainties

Cash flow risk - the directors review facilities on a regular basis.

Credit risk - the group operates in a highly competitive market and uses the facilities of credit agencies in estimating risk and operates a rigorous credit control system.

Competition risk - the group operates in a very competitive market, this can lead to downward pressure on prices.

Interest rate risk - the group minimises net interest expense.

Currency risk - the group has very little currency exposure, but mitigates this by offsetting currency income wherever possible.

Material supplies risk - the group recognises it has material supplies risk and mitigates this as much as possible by increasing stock holdings where necessary.

 

Kentra Bay Holdings Limited

Strategic Report for the Year Ended 28 February 2025

Approved by the Board on 18 August 2025 and signed on its behalf by:


F A L Marx
Director

   
 

Kentra Bay Holdings Limited

Directors' Report for the Year Ended 28 February 2025

The directors present their report and the consolidated financial statements for the year ended 28 February 2025.

Directors of the group

The directors who held office during the year were as follows:

B Hill

G A Hill

S Malpas

F A L Marx

T K Marx

F J Wingfield-Digby

Financial instruments

Objectives and policies

The group's financial instrurments comprise bank balances, trade debtors, trade creditors, lease purchase finance agreements shareholders' loans and bank loans. The main purpose of these instruments is to maintain funds to finance the group's operations.

Price risk, credit risk, liquidity risk and cash flow risk

In respect of bank balances, the liquidity risk is managed through treasury management in respect of cash balances with the use of a deposit account and fixed term deposits as necessary. The risk associated with the bank loan is managed through fixed interest rates with the structured loan finance being used to fund the acquisition of the subsidiary in April 2021.

Trade debtors are managed by policies concerning the credit offering to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet the amounts due.

Lease purchase finance agreement liquidity risk is managed in the same way as trade creditors above.

In respect of shareholders' loans, the shareholders are aware of the group's cash working capital requirements and receive a set amount monthly. Any repayment over and above this amount would be by agreement when finance was available without compromising the group's working capital requirements.

Disclosure of information to the auditor

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 auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Future Developments

The future developments of the business are included within the strategic report.

 

Kentra Bay Holdings Limited

Directors' Report for the Year Ended 28 February 2025

Important non adjusting events after the financial period

On 9th April 2025, Abpac Limited acquired 100% of the share capital of Marshall Wilson Packaging Limited, a Glasgow based distributor of food packaging to bakeries, butchers, food processors, and food-to-go outlets in Scotland. The consideration was in the low-single-digit millions and is subject to customary completion adjustments and deferred consideration. The acquisition is expected to add c.30% to revenue and be accretive to profits in the 2025-26 year.

Approved by the Board on 18 August 2025 and signed on its behalf by:


F A L Marx
Director

   
 

Kentra Bay Holdings Limited

Statement of Directors' 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Kentra Bay Holdings Limited

Independent Auditor's Report to the Members of Kentra Bay Holdings Limited

Opinion

We have audited the financial statements of Kentra Bay Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 28 February 2025 and of the group's profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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.

 

Kentra Bay Holdings Limited

Independent Auditor's Report to the Members of Kentra Bay Holdings Limited

Other information

The directors 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:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

In the light of our 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 and the Directors' Report.

Matters on which we are required to report by exception

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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 group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

 

Kentra Bay Holdings Limited

Independent Auditor's Report to the Members of Kentra Bay Holdings Limited

Auditor 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.

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:

The extent to which the audit was considered capable of detecting irregularities including fraud

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:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the packaging sector;

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment and health and safety legislation;

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

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

performed analytical procedures to identify any unusual or unexpected relationships;

tested journal entries to identify unusual transactions;

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

investigated the rationale behind significant or unusual transactions.

 

Kentra Bay Holdings Limited

Independent Auditor's Report to the Members of Kentra Bay Holdings Limited

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

agreeing financial statement disclosures to underlying supporting documentation;

reading the minutes of meetings of those charged with governance;

enquiring of management as to actual and potential litigation and claims; and

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 directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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.





Joseph Doggrell FCA BSc (Hons) (Senior Statutory Auditor)
For and on behalf of Albert Goodman LLP, Statutory Auditor

Goodwood House
Blackbrook Park Avenue
Taunton
Somerset
TA1 2PX

18 August 2025

 

Kentra Bay Holdings Limited

Consolidated Profit and Loss Account
for the Year Ended 28 February 2025

Note

2025
 £

2024
 £

Turnover

3

12,627,813

13,099,926

Cost of sales

 

(8,462,126)

(8,941,045)

Gross profit

 

4,165,687

4,158,881

Distribution costs

 

(267,096)

(279,920)

Administrative expenses

 

(2,300,694)

(2,172,990)

Operating profit

4

1,597,897

1,705,971

Other interest receivable and similar income

5

43,490

29,494

Interest payable and similar charges

6

(314,934)

(419,000)

Profit before tax

 

1,326,453

1,316,465

Taxation

10

(405,126)

(453,724)

Profit for the financial year

 

921,327

862,741

Profit/(loss) attributable to:

 

Owners of the company

 

921,327

862,741

 

Kentra Bay Holdings Limited

Consolidated Statement of Comprehensive Income
for the Year Ended 28 February 2025

2025
£

2024
£

Profit for the year

921,327

862,741

Total comprehensive income for the year

921,327

862,741

Total comprehensive income attributable to:

Owners of the company

921,327

862,741

 

Kentra Bay Holdings Limited

(Registration number: 13200257)
Consolidated Balance Sheet as at 28 February 2025

Note

2025
£

2024
£

Fixed assets

 

Intangible assets

11

2,988,931

3,469,635

Tangible assets

12

323,716

277,602

 

3,312,647

3,747,237

Current assets

 

Stocks

14

1,304,948

1,173,924

Debtors

15

1,354,997

1,422,964

Cash at bank and in hand

 

1,344,978

1,832,783

 

4,004,923

4,429,671

Creditors: Amounts falling due within one year

17

(2,095,369)

(2,835,493)

Net current assets

 

1,909,554

1,594,178

Total assets less current liabilities

 

5,222,201

5,341,415

Creditors: Amounts falling due after more than one year

17

(2,708,535)

(3,181,299)

Provisions for liabilities

18

(69,549)

(57,326)

Net assets

 

2,444,117

2,102,790

Capital and reserves

 

Called up share capital

20

100

100

Retained earnings

2,444,017

2,102,690

Equity attributable to owners of the company

 

2,444,117

2,102,790

Shareholders' funds

 

2,444,117

2,102,790

Approved and authorised by the Board on 18 August 2025 and signed on its behalf by:
 


F A L Marx
Director

   
 

Kentra Bay Holdings Limited

(Registration number: 13200257)
Balance Sheet as at 28 February 2025

Note

2025
£

2024
£

Fixed assets

 

Investments

13

9,695,977

9,695,977

Current assets

 

Debtors

15

177

169

Cash at bank and in hand

 

162

208

 

339

377

Creditors: Amounts falling due within one year

17

(4,805,095)

(3,978,799)

Net current liabilities

 

(4,804,756)

(3,978,422)

Total assets less current liabilities

 

4,891,221

5,717,555

Creditors: Amounts falling due after more than one year

17

(2,638,880)

(3,141,710)

Net assets

 

2,252,341

2,575,845

Capital and reserves

 

Called up share capital

20

100

100

Retained earnings

2,252,241

2,575,745

Shareholders' funds

 

2,252,341

2,575,845

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes as it prepares group accounts. The company made a profit after tax for the financial year of £256,496 (2024 - profit of £755,580).

Approved and authorised by the Board on 18 August 2025 and signed on its behalf by:
 


F A L Marx
Director

   
 

Kentra Bay Holdings Limited

Consolidated Statement of Changes in Equity
for the Year Ended 28 February 2025

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 March 2024

100

2,102,690

2,102,790

2,102,790

Profit for the year

-

921,327

921,327

921,327

Dividends

-

(580,000)

(580,000)

(580,000)

At 28 February 2025

100

2,444,017

2,444,117

2,444,117

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 March 2023

100

1,749,949

1,750,049

1,750,049

Profit for the year

-

862,741

862,741

862,741

Dividends

-

(510,000)

(510,000)

(510,000)

At 29 February 2024

100

2,102,690

2,102,790

2,102,790

 

Kentra Bay Holdings Limited

Statement of Changes in Equity
for the Year Ended 28 February 2025

Share capital
£

Retained earnings
£

Total
£

At 1 March 2024

100

2,575,745

2,575,845

Profit for the year

-

256,496

256,496

Dividends

-

(580,000)

(580,000)

At 28 February 2025

100

2,252,241

2,252,341

Share capital
£

Retained earnings
£

Total
£

At 1 March 2023

100

2,330,165

2,330,265

Profit for the year

-

755,580

755,580

Dividends

-

(510,000)

(510,000)

At 29 February 2024

100

2,575,745

2,575,845

 

Kentra Bay Holdings Limited

Consolidated Statement of Cash Flows
for the Year Ended 28 February 2025

Note

2025
 £

2024
 £

Cash flows from operating activities

Profit for the year

 

921,327

862,741

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

574,558

567,351

Loss/(profit) on disposal of tangible assets

9,974

(18,843)

Finance income

5

(43,490)

(29,494)

Finance costs

6

314,934

419,000

Income tax expense

10

405,126

453,724

 

2,182,429

2,254,479

Working capital adjustments

 

(Increase)/decrease in stocks

14

(131,024)

129,962

Decrease in trade debtors

15

67,967

160,472

(Decrease)/increase in trade creditors

17

(39,489)

47,461

Cash generated from operations

 

2,079,883

2,592,374

Income taxes paid

10

(488,000)

(435,000)

Net cash flow from operating activities

 

1,591,883

2,157,374

Cash flows from investing activities

 

Interest received

43,490

29,494

Acquisitions of tangible assets

(56,763)

(29,069)

Proceeds from sale of tangible assets

 

43,694

54,573

Acquisition of intangible assets

11

(3,750)

(10,770)

Net cash flows from investing activities

 

26,671

44,228

Cash flows from financing activities

 

Interest paid

6

(304,903)

(412,081)

Repayment of bank borrowing

 

(927,830)

(3,950,720)

Proceeds from other borrowing draw downs

 

-

3,046,496

Repayment of other borrowing

 

(200,000)

(200,000)

Payments to finance lease creditors

 

(83,595)

(47,645)

Dividends paid

(580,000)

(510,000)

Interest on obligations under finance leases and hire purchase contracts

 

(10,031)

(6,919)

Net cash flows from financing activities

 

(2,106,359)

(2,080,869)

Net (decrease)/increase in cash and cash equivalents

 

(487,805)

120,733

Cash and cash equivalents at 1 March 2024

 

1,832,783

1,712,050

Cash and cash equivalents at 28 February 2025

 

1,344,978

1,832,783

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Abpac House
Wessex Way
Wincanton Business Park
Wincanton
Somerset
BA9 9RR

2

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 United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

These financial statements are presented in Sterling (£).

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 28 February 2025.

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

Key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from thos estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period. If the revision affects both current and future periods then it is recognised in both the current and future periods.

The key accounting estimate in these financial statements is the stock provision.

Turnover 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 group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on timing differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Deferred tax liabilities are presented within provisions for liabilities on the balance sheet.

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

Tangible assets

Tangible assets are stated at cost, less accumulated depreciation and 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:

Asset class

Depreciation method and rate

Land and buildings

10% straight line

Furniture, fittings and equipment

15% reducing balance

Motor vehicles

25% straight line

Plant and machinery

25% reducing balance

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

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:

Asset class

Amortisation method and rate

Software costs

10 years straight line

Goodwill

10 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the first in first out method. Provision is made for obsolete, slow-moving or defective items where appropriate.

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.

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 group 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 subsequently measured at amortised cost using the effective interest method.

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 group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Assets held under hire purchase agreements are capitalised as tangible fixed assets with the future obligation being recognised as a liability. Finance costs are recognised in the Profit and Loss Account calculated at a constant periodic rate of interest over the term of the liability.

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

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 profit or loss 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.

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.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

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 payments obligations.

The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

Reserves

Called up share capital represents the nominal value of shares that have been issued.

Profit and loss account includes all current and prior period profits and losses.

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

2025
£

2024
£

Sale of goods

12,627,813

13,099,926

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

4

Operating profit

Arrived at after charging/(crediting)

2025
£

2024
£

Depreciation expense

90,104

82,897

Amortisation expense

484,454

484,454

Foreign exchange (gains)/losses

(8,253)

278

Operating lease expense - plant and machinery

35,791

32,257

Loss/(profit) on disposal of property, plant and equipment

9,974

(18,843)

5

Other interest receivable and similar income

2025
£

2024
£

Interest income on bank deposits

43,490

29,494

6

Interest payable and similar expenses

2025
£

2024
£

Interest on bank overdrafts and borrowings

273,584

365,733

Interest on obligations under finance leases and hire purchase contracts

10,031

6,919

Interest expense on other finance liabilities

31,319

46,348

314,934

419,000

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2025
£

2024
£

Wages and salaries

1,377,886

1,285,276

Social security costs

127,434

123,946

Pension costs, defined contribution scheme

32,443

31,272

Other employee expense

5,274

41,491

1,543,037

1,481,985

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2025
No.

2024
No.

Administration and support

46

44

46

44

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2025
£

2024
£

Remuneration

193,070

197,513

Contributions paid to money purchase schemes

5,359

5,925

198,429

203,438

During the year the number of directors who were receiving benefits and share incentives was as follows:

2025
No.

2024
No.

Received or were entitled to receive shares under long term incentive schemes

3

3

In respect of the highest paid director:

2025
£

2024
£

Remuneration

96,564

96,414

Company contributions to money purchase pension schemes

2,897

2,892

9

Auditors' remuneration

2025
£

2024
£

Audit of these financial statements

13,100

12,500


 

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2025
£

2024
£

Current taxation

UK corporation tax

442,205

460,902

UK corporation tax adjustment to prior periods

(49,302)

-

392,903

460,902

Deferred taxation

Arising from origination and reversal of timing differences

12,223

(7,178)

Tax expense in the income statement

405,126

453,724

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 24.5%).

The differences are reconciled below:

2025
£

2024
£

Profit before tax

1,326,453

1,316,465

Corporation tax at standard rate

331,613

322,534

Increase in UK and foreign current tax from adjustment for prior periods

49,302

-

Tax (decrease)/increase from effect of capital allowances and depreciation

(13,159)

8,553

Tax increase from other short-term timing differences

34,607

-

Effect of expense not deductible in determining taxable profit (tax loss)

2,763

119,090

Tax increase from effect of unrelieved tax losses carried forward

-

3,547

Total tax charge

405,126

453,724

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

11

Intangible assets

Group

Goodwill
 £

Internally generated software development costs
 £

Total
£

Cost or valuation

At 1 March 2024

4,858,536

10,770

4,869,306

Additions acquired separately

-

3,750

3,750

At 28 February 2025

4,858,536

14,520

4,873,056

Amortisation

At 1 March 2024

1,399,671

-

1,399,671

Amortisation charge

484,454

-

484,454

At 28 February 2025

1,884,125

-

1,884,125

Carrying amount

At 28 February 2025

2,974,411

14,520

2,988,931

At 29 February 2024

3,458,865

10,770

3,469,635

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Plant and machinery
 £

Total
£

Cost or valuation

At 1 March 2024

23,293

397,561

396,054

134,309

951,217

Additions

-

-

189,886

-

189,886

Disposals

-

-

(120,556)

-

(120,556)

At 28 February 2025

23,293

397,561

465,384

134,309

1,020,547

Depreciation

At 1 March 2024

10,451

348,729

189,834

124,601

673,615

Charge for the year

2,232

8,820

76,093

2,959

90,104

Eliminated on disposal

-

-

(66,888)

-

(66,888)

At 28 February 2025

12,683

357,549

199,039

127,560

696,831

Carrying amount

At 28 February 2025

10,610

40,012

266,345

6,749

323,716

At 29 February 2024

12,842

48,832

206,220

9,708

277,602

Included within the net book value of land and buildings above is £10,610 (2024 - £12,842) in respect of short leasehold land and buildings.
 

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2025
£

2024
£

Motor vehicles

177,058

81,333

   

13

Investments

Company

2025
£

2024
£

Investments in subsidiaries

9,695,977

9,695,977

Subsidiaries

£

Cost or valuation

At 1 March 2024

9,695,977

Carrying amount

At 28 February 2025

9,695,977

At 29 February 2024

9,695,977

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2025

2024

Subsidiary undertakings

Abpac Limited

Abpac House, Wessex Way, Wincanton Business Park, Wincanton, Somerset, BA9 9RR

Ordinary shares

100%

100%

 

United Kingdom

     
 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

Subsidiary undertakings

Abpac Limited

The principal activity of Abpac Limited is Selling and distribution of packaging.

14

Stocks

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Stock

1,304,948

1,173,924

-

-

15

Debtors

 

Group

Company

Current

2025
£

2024
£

2025
£

2024
£

Trade debtors

1,252,037

1,357,802

-

-

Other debtors

2,868

6,704

77

69

Called up share capital not paid

100

100

100

100

Prepayments

99,992

58,358

-

-

 

1,354,997

1,422,964

177

169

16

Cash and cash equivalents

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Cash at bank

1,344,978

1,832,783

162

208

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

17

Creditors

   

Group

Company

Note

2025
 £

2024
 £

2025
 £

2024
 £

Due within one year

 

Loans and borrowings

21

269,720

875,258

202,830

827,830

Trade creditors

 

1,289,822

1,270,465

-

-

Amounts owed to group undertakings

 

-

-

4,348,601

2,917,068

Social security and other taxes

 

175,446

225,299

-

-

Outstanding defined contribution pension costs

 

16,348

8,541

-

-

Other creditors

 

676

676

676

676

Accrued expenses

 

241,572

258,372

183,923

183,923

Corporation tax

10

101,785

196,882

69,065

49,302

 

2,095,369

2,835,493

4,805,095

3,978,799

Due after one year

 

Loans and borrowings

21

2,708,535

3,181,299

2,638,880

3,141,710


 

Amounts owed to group undertakings are repayable on demand, unsecured and interest free.

18

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 March 2024

57,326

57,326

Additional provisions

12,223

12,223

At 28 February 2025

69,549

69,549

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025

Liability
£

Accelerated capital allowances

69,549

69,549

2024

Liability
£

Accelerated capital allowances

57,326

57,326

19

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £32,443 (2024 - £31,272).

Contributions totalling £16,348 (2024 - £8,541) were payable to the scheme at the end of the year and are included in creditors.

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

20

Share capital

Allotted, called up and fully paid shares

 

2025

2024

 

No.

£

No.

£

Ordinary A shares of £1 each

11

11

11

11

Ordinary B shares of £1 each

29

29

29

29

Ordinary C shares of £1 each

11

11

11

11

Ordinary D shares of £1 each

8

8

8

8

Ordinary E shares of £1 each

21

21

21

21

Ordinary F shares of £1 each

10

10

10

10

Ordinary G shares of £1 each

10

10

10

10

 

100

100

100

100

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
The company has 7 class of ordinary shares; each share carries full voting rights, right to receive a dividend and rights to participate in a distribution.

21

Loans and borrowings

Current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Bank borrowings

202,830

202,830

202,830

202,830

Hire purchase contracts

66,890

47,428

-

-

Other borrowings

-

625,000

-

625,000

269,720

875,258

202,830

827,830

Non-current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Bank borrowings

2,438,880

2,741,710

2,438,880

2,741,710

Hire purchase contracts

69,655

39,589

-

-

Other borrowings

200,000

400,000

200,000

400,000

2,708,535

3,181,299

2,638,880

3,141,710

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

Group

Bank borrowings

Bank borrowings is denominated in with a nominal interest rate of between 5.5% and 7.15%, and the final instalment is due on 2 August 2028. The carrying amount at year end is £2,641,710 (2024 - £2,927,198).

The security given for bank loans comprises legal mortgages over freehold land and buildings, and fixed charges over a subsidiary's assets. A personal guarantee has been provided by the directors up to an amount of £150,000.

Other borrowings is denominated in with a nominal interest rate of 8%, and the final instalment is due on 21 April 2026. The carrying amount at year end is £200,000 (2024 - £400,000).

The loans are unsecured.

22

Obligations under leases and hire purchase contracts

Group

Finance leases

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Finance leases of £138,545 (2024 - £87,017) have been secured against the assets to which they relate.

The total of future minimum lease payments is as follows:

2025
£

2024
£

Not later than one year

68,890

47,428

Later than one year and not later than five years

69,655

39,589

138,545

87,017

Operating leases

The total of future minimum lease payments is as follows:

2025
£

2024
£

Not later than one year

262,732

248,795

Later than one year and not later than five years

716,372

787,846

Later than five years

105,660

198,144

1,084,764

1,234,785

The amount of non-cancellable operating lease payments recognised as an expense during the year was £272,812 (2024 - £247,829).

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

23

Dividends

Interim dividends paid

2025
£

2024
£

Interim dividends paid during the year

580,000

510,000

 

 

24

Related party transactions

Group

Key management compensation

2025
£

2024
£

Salaries and other short term employee benefits

303,624

301,605

Post-employment benefits

6,886

7,467

310,510

309,072

Summary of transactions with subsidiaries

The company has taken advantage of the exemption in FRS 102 paragraph 33.1A from disclosing transactions and balances with its subsidiary company on the grounds it is a wholly owned subsidiary.

Summary of transactions with other related parties

The group recorded charges from an entity affiliated by common ownership and management during 2025, for the costs associated with the group's share of directors.

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

Expenditure with and payables to related parties

2025

Other related parties
£

Rendering of services

34,873

Loan interest

31,319

66,192

Interest payable to related party

183,923

2024

Other related parties
£

Loan interest

45,989

Interest payable to related party

183,923

Loans from related parties

2025

Key management
£

Other related parties
£

Total
£

At start of period

676

400,000

400,676

Repaid

-

(200,000)

(200,000)

At end of period

676

200,000

200,676

2024

Key management
£

Other related parties
£

Total
£

At start of period

676

600,000

600,676

Repaid

-

(200,000)

(200,000)

At end of period

676

400,000

400,676

Terms of loans from related parties

The loans from Other Related Parties have interest applied at 8% per annum.

 

Kentra Bay Holdings Limited

Notes to the Financial Statements
for the Year Ended 28 February 2025

Company

Expenditure with and payables to related parties

2025

Other related parties
£

Loan interest

31,319

Interest payable to related party

183,923

2024

Other related parties
£

Loan interest

45,989

Interest payable to related party

183,923

Loans from related parties

2025

Key management
£

Other related parties
£

Total
£

At start of period

676

400,000

400,676

Repaid

-

(200,000)

(200,000)

At end of period

676

200,000

200,676

2024

Key management
£

Other related parties
£

Total
£

At start of period

676

600,000

600,676

Repaid

-

(200,000)

(200,000)

At end of period

676

400,000

400,676

Terms of loans from related parties

The loans from Other Related Parties have interest applied at 8% per annum.

25

Non adjusting events after the financial period

On 9th April 2025, Abpac Limited acquired 100% of the share capital of Marshall Wilson Packaging Limited, a Glasgow based distributor of food packaging to bakeries, butchers, food processors, and food-to-go outlets in Scotland. The consideration was in the low-single-digit millions and is subject to customary completion adjustments and deferred consideration. The acquisition is expected to add c.30% to revenue and be accretive to profits in the 2025-26 year.