Company No:
Contents
| DIRECTORS | C G Ross |
| G J Ross |
| REGISTERED OFFICE | Highclere Business Park |
| Highclere Way | |
| Inverurie | |
| AB51 5QW | |
| United Kingdom |
| COMPANY NUMBER | SC490883 (Scotland) |
| AUDITOR | Hall Morrice LLP |
| Statutory Auditor | |
| 6 & 7 Queens Terrace | |
| Aberdeen | |
| AB10 1XL |
| BANKERS | Virgin Money PLC |
| 26 West High Steet | |
| Inverurie | |
| Aberdeenshire | |
| AB51 3SL |
The directors present their Strategic Report for the financial year ended 30 March 2025.
REVIEW OF THE BUSINESS
The principal activities of the group continue to be the manufacture, retail and wholesale of freshly baked craft bakery products. There was no significant change in business activities from 2024 to 2025.
The business strategy is to expand our wholesale business through building relationships with businesses that share a similar passion for local fresh produce and to grow our retail activities through store refits and site acquisitions.
The overall sales performance has been reasonable but has been masked by margin pressures resulting from increases in labour, commodity and utility costs.
KEY PERFORMANCE INDICATORS ('KPIS')
The key performance indicators used to monitor the business are as follows:
| 2025 | 2024 | ||
| £ | £ | ||
| Turnover (£) | 17,287,047 | 16,534,801 | |
| Gross margin % | 47 | 46 | |
| Payroll costs as % of turnover | 39 | 37 | |
| EBITDA (£) | 2,534,937 | 2,472,768 | |
| Capital expenditure (£) | 545,712 | 1,542,977 |
PRINCIPAL RISKS AND UNCERTAINTIES
The largest risks facing the business are primarily external factors, in particular rising commodity and utility prices as well as the competitive environment. The significant increases in the National Living Wage will further fuel inflationary pressures and challenge margins.
Where possible the business enters into long-term supply agreements with key suppliers to manage input costs and availability. Product range and processes are continually monitored to ensure our products consistently meet customers’ needs as efficiently as possible.
SECTION 172 STATEMENT
The directors of the group believe that they have acted in the way they consider to be both in good faith and would be most likely to promote the success of the group for the benefit of its members as a whole. The directors duties are fully detailed in section 172(1) of the Companies Act 2006. This is summarised as follows:
• The likely consequences of any decisions in the long-term;
• The interest of the group's employees;
• The need to foster the group's business relationships with suppliers, customers and others;
• The impact of the group's operations on the community and environment;
• The desirability of the group maintaining a reputation for high standards of business conduct; and
• The need to act fair as between shareholders of the company and group.
As a second-generation family business, the directors recognise that the long-term success of the business is dependent on how we react with our stakeholders. As such we seek to build long term mutually beneficial relationships based on trust, loyalty and respect, with our employees, customers and suppliers.
We consistently reinvest in the business and create our products using premium ingredients and skilled staff to provide consistently high-quality products to our customers and safe, secure and rewarding employment for our staff.
Community involvement has always been at the core of our business supporting trade associations and local causes.
Approved by the Board of Directors and signed on its behalf by:
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G J Ross
Director |
The directors present their annual report on the affairs of the company and the group, together with the financial statements and auditors’ report, for the financial year ended 30 March 2025.
REVIEW OF THE BUSINESS
Turnover for the financial year amounted to £17,287,047 (2024: £16,534,801). The group earned a profit after taxation totalling £1,396,127 (2024: £1,215,561).
The net current asset position of the group as at the financial year end amounted to £7,242,190 (2024: net current asset £5,644,885).
The net asset position of the group as at the financial year end amounted to £15,432,210 (2024: net asset £14,036,083).
DIVIDENDS
The directors paid a dividend of £Nil in the current financial year (2024: £300,000).
FUTURE DEVELOPMENTS
The directors continue to explore opportunities to continue the growth of the group and maintain its position in the marketplace.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Our financial risk management objectives are to ensure there is sufficient working capital and cash flow for the group to meet its operating needs and to ensure there is sufficient support for its growth strategy. This is achieved through careful management of our cash resources.
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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DISABLED EMPLOYEES
EMPLOYEE CONSULTATION
ENERGY AND CARBON REPORT
The group has not disclosed the information required by Streamlined Energy and Carbon Reporting due to the fact that the parent company and all of its subsidiaries are not defined as large companies under the Companies Act 2006 and are therefore exempt from this disclosure.
STRATEGIC REPORT
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has done so in respect of the description of the group's relations with stakeholders and the description of the group's principal activities.
AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that they ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Hall Morrice LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
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G J Ross
Director |
The directors are responsible 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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 group and of the profit or loss of the group for that financial period.
In preparing these financial statements, the directors are required to:
* Select suitable accounting policies and then apply them consistently;
* Make judgements and accounting estimates that are reasonable and prudent;
* 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 group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and group and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of J G Ross of Inverurie Ltd. (the ‘parent company’) and its subsidiaries (the ‘group’) for the financial year ended 30 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the accounting policies, and the related notes 1 to 25, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements of J G Ross of Inverurie Ltd. (the ‘company’):
* Give a true and fair view of the state of the company and group's affairs as at 30 March 2025 and of the group's profit for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
* Have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
* The information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent 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 in relation to which 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 Directors’ Responsibilities Statement, 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 and 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 and parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.
Extent to which the audit was considered 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.
In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:
* Ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations;
* Identified the laws and regulations applicable to the entity through discussions with directors and management and through our own knowledge of the sector;
* Focused on the specific laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance regulations;
* Focused on the specific laws and regulations we consider may have an indirect effect on the financial statements that are central to the entity's ability to trade including those relating to employees, landlord and property regulations, Food Safety Standards and Health and Safety Regulations;
* Reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations;
* Made enquiries of management and inspected legal correspondence;
* Reviewed minutes of meetings of those charged with governance; and
* Ensured the engagement team remained alert to instances of non-compliance throughout the audit.
In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, and the potential for management bias and the override of controls we have:
* Obtained an understanding of the entity's operations, including the nature of its revenue sources and of its objectives and strategies, to understand the classes of transactions, account balances, expected financial disclosures and business risks that may result in risk of material misstatement;
* Obtained an understanding of the internal controls in place to mitigate risks of irregularities, including fraud;
* Vouched balances and reconciling items in key control account reconciliations to supporting documentation;
* Carried out detailed testing, on a sample basis, to verify the completeness, occurrence, existence and accuracy of transactions and balances;
* Carried out detailed testing to verify the completeness, occurrence, validity, existence and accuracy of income including cut-off testing and ensuring income recognition is in line with stated accounting policies;
* Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud;
* Tested journal entries to identify any unusual transactions;
* Performed analytical procedures to identify any significant or unusual transactions;
* Investigated the business rationale behind any significant or unusual transactions; and
* Evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates.
We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.
Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
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.
For and on behalf of
Statutory Auditor
Aberdeen
AB10 1XL
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Turnover | 3 |
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| Cost of sales | (
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| Gross profit |
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| Administrative expenses | (
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| Operating profit |
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| Interest receivable and similar income | 4 |
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| Interest payable and similar expenses | 4 | (
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| Profit before taxation | 5 |
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| Tax on profit | 9 | (
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| Profit for the financial year |
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| Other comprehensive income | 0 | 0 | ||
| Total comprehensive income |
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Total comprehensive income for the year is all attributable to the owners of the parent company.
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Intangible assets | 11 |
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| Tangible assets | 12 |
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| Investments | 13 |
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| 11,664,883 | 11,882,003 | |||
| Current assets | ||||
| Stocks | 14 |
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| Debtors | 15 |
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| Cash at bank and in hand |
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| 9,404,566 | 8,111,691 | |||
| Creditors: amounts falling due within one year | 16 | (
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| Net current assets | 7,242,190 | 5,644,885 | ||
| Total assets less current liabilities | 18,907,073 | 17,526,888 | ||
| Creditors: amounts falling due after more than one year | 17 | (
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| Provision for liabilities | 18 | (
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| Net assets | 15,432,210 | 14,036,083 | ||
| Capital and reserves | 20 | |||
| Called-up share capital |
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| Revaluation reserve |
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| Profit and loss account |
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| Total shareholders' funds | 15,432,210 | 14,036,083 |
The financial statements of J G Ross of Inverurie Ltd. (registered number:
|
G J Ross
Director |
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Investments | 13 |
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| 4,994,102 | 4,994,102 | |||
| Current assets | ||||
| Debtors | 15 |
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| Cash at bank and in hand |
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| 9,859,724 | 7,058,280 | |||
| Creditors: amounts falling due within one year | 16 | (
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| Net current assets | 9,474,885 | 6,580,634 | ||
| Total assets less current liabilities | 14,468,987 | 11,574,736 | ||
| Creditors: amounts falling due after more than one year | 17 | (
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| Net assets | 11,843,987 | 8,949,736 | ||
| Capital and reserves | 20 | |||
| Called-up share capital |
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| Profit and loss account |
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| Total shareholders' funds | 11,843,987 | 8,949,736 |
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit of the parent company was £2,894,251 (2024: £256,151).
The financial statements of J G Ross of Inverurie Ltd. (registered number:
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G J Ross
Director |
| Called-up share capital | Revaluation reserve | Profit and loss account | Total | ||||
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| Called-up share capital | Profit and loss account | Total | |||
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| Profit for the financial year |
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| 2025 | 2024 | ||
| £ | £ | ||
| Operating profit |
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| Adjustment for: | |||
| Depreciation and amortisation |
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| Profit on sale of plant and equipment | (
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| Operating cash flows before movement in working capital |
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| Decrease/(increase) in stocks |
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| Proceeds from sale of plant and machinery |
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| Purchase of plant and machinery | (
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| Dividends paid to equity shareholders | 0 | (300,000) | |
| Payment of finance lease obligation | 0 | (2,083) | |
| Repayment of preference shares | (54,000) | (54,000) | |
| Net cash flows from financing activities | (
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The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
J G Ross of Inverurie Ltd. (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the group's registered office is Highclere Business Park, Highclere Way, Inverurie, AB51 5QW, United Kingdom.
The principal activities are set out in the Strategic Report.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
J G Ross of Inverurie Ltd. (company) meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to share-based payments, financial instruments, presentation of a Cash Flow Statement and remuneration of key management personnel.
At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing the financial statements. Thus the directors have continued to adopt the going concern basis of accounting in preparing the financial statements.
The consolidated group financial statements consist of the financial statements of the parent company J G Ross of Inverurie Ltd. together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Revenue from rental income is recognised at the fair value of the rental income received or receivable in the normal course of business, and is shown net of VAT and other sales related taxes. The rental income is recognised in the period to which it relates.
Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
For defined contribution schemes the amounts charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits are the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.
Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the group is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.
Where items recognised in the Statement of Comprehensive Income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the group has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the group and the group intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
| Goodwill |
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| Land and buildings |
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| Leasehold improvements |
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| Plant and machinery |
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| Vehicles | 25 -
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Land is not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
The group as lessee
The group as lessor
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 the Statement of Comprehensive Income as described below.
Non-financial assets
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Financial assets
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.
For financial assets carried at amortised cost, the amount of 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.
Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.
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.
Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the group are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that period, or in the financial year of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the group’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Turnover represents the fair value of goods/services provided to customers during the financial year excluding value added tax.
Turnover is wholly attributable to the principal activity of the group and arises solely within the United Kingdom.
An analysis of the group's turnover is as follows:
| 2025 | 2024 | ||
| £ | £ | ||
| Sale of goods |
|
|
|
| Rental income |
|
|
|
| Commissions |
|
|
|
| Other |
|
|
|
| 17,287,047 | 16,534,801 |
| 2025 | 2024 | ||
| £ | £ | ||
| Interest receivable and similar income |
|
|
|
| Interest payable and similar expenses | (
|
(
|
|
| 149,055 | (39,422) |
Interest receivable and similar income
| 2025 | 2024 | ||
| £ | £ | ||
| Bank interest |
|
|
Interest payable and similar expenses
| 2025 | 2024 | ||
| £ | £ | ||
| Finance leases and hire purchase contracts |
|
(
|
|
| Other interest payable and similar expense | (
|
(
|
|
| (
|
(
|
Profit before taxation is stated after charging/(crediting):
| 2025 | 2024 | ||
| £ | £ | ||
| Depreciation of tangible fixed assets (note 12) |
|
|
|
| Amortisation of intangible assets (note 11) |
|
|
|
| Operating lease rentals |
|
|
|
| Gain on disposal of fixed assets | (
|
(
|
An analysis of the auditor's remuneration is as follows:
| 2025 | 2024 | ||
| £ | £ | ||
| Fees payable to the group’s auditor and its associates for the audit of the group's annual financial statements: | 9,030 | 8,600 | |
| Fees payable to the group’s auditor and its associates for other services: | |||
| Audit of the accounts of subsidiaries | 26,145 | 24,900 | |
| Total audit fees |
|
|
|
| Taxation compliance services |
|
|
|
| Total non-audit fees |
|
|
|
| Group | Group | ||
| 2025 | 2024 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: | |||
| Management, administration and selling |
|
|
|
| Production |
|
|
|
|
|
|
Their aggregate remuneration comprised:
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other retirement benefit costs |
|
|
|
| 6,772,420 | 6,115,268 |
The company had no employees other than directors during the year (2024: nil).
| 2025 | 2024 | ||
| £ | £ | ||
| Directors' emoluments |
|
|
|
| Company contributions to money purchase pension schemes |
|
|
|
| 565,132 | 430,838 |
| 2025 | 2024 | ||
| Number | Number | ||
| Members of a money purchase pension scheme |
|
|
Remuneration of the highest paid director
| 2025 | 2024 | ||
| £ | £ | ||
| Director's emoluments | 145,082 | 142,740 | |
| Company contributions to money purchase schemes | 76,000 | 24,000 | |
| 221,082 | 166,740 |
| 2025 | 2024 | ||
| £ | £ | ||
| Current tax on profit | |||
| UK corporation tax |
|
|
|
| Total current tax |
|
|
|
| Deferred tax | |||
| Origination and reversal of timing differences | (
|
|
|
| Total deferred tax | (
|
|
|
| Total tax on profit |
|
|
The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK:
| 2025 | 2024 | ||
| £ | £ | ||
| Profit before taxation | 1,927,505 | 1,715,986 | |
| Tax on profit at standard UK corporation tax rate of 25% (2024: 24.9902%) |
|
|
|
| Effects of: | |||
| Expenses not deductible for tax purposes |
|
|
|
| Adjustments in respect of prior years |
|
(
|
|
| Depreciation in excess of permanent capital allowances | 42,230 | 38,370 | |
| Remeasurement of deferred tax for changes in tax rate | 0 | 27 | |
| Movement in deferred tax not recognised | (15,717) | 18,086 | |
| Gains not taxable | (37,859) | (33,957) | |
| Total tax charge for year | 531,378 | 500,425 |
| 2025 | 2024 | ||
| £ | £ | ||
| Amounts recognised as distributions to equity holders in the financial year: | |||
| Final dividend for the financial year ended 30 March 2025 of £Nil (2024: £0.075) per ordinary share | 0 | 300,000 | |
Group
| Goodwill | Total | ||
| £ | £ | ||
| Cost | |||
| At 31 March 2024 |
|
|
|
| At 30 March 2025 |
|
|
|
| Accumulated amortisation | |||
| At 31 March 2024 |
|
|
|
| Charge for the financial year |
|
|
|
| At 30 March 2025 |
|
|
|
| Net book value | |||
| At 30 March 2025 |
|
|
|
| At 30 March 2024 |
|
|
Group
| Land and buildings |
Leasehold improve- ments |
Plant and machinery | Vehicles | Total | |||||
| £ | £ | £ | £ | £ | |||||
| Cost | |||||||||
| At 31 March 2024 |
|
|
|
|
|
||||
| Additions |
|
|
|
|
|
||||
| Disposals |
|
|
(
|
(
|
(
|
||||
| Transfers |
|
(
|
|
|
|
||||
| At 30 March 2025 |
|
|
|
|
|
||||
| Accumulated depreciation | |||||||||
| At 31 March 2024 |
|
|
|
|
|
||||
| Charge for the financial year |
|
|
|
|
|
||||
| Disposals |
|
|
(
|
(
|
(
|
||||
| Transfers |
|
(
|
|
|
|
||||
| At 30 March 2025 |
|
|
|
|
|
||||
| Net book value | |||||||||
| At 30 March 2025 | 9,495,471 | 0 | 1,732,222 | 437,150 | 11,664,843 | ||||
| At 30 March 2024 | 9,480,960 | 203,304 | 1,686,378 | 406,497 | 11,777,139 |
Revaluation of tangible assets
The properties were valued by FG Burnett Chartered Surveyors in March 2022 on the basis of their fair value, using the RICS valuation - Professional Standards (January 2014 edition) incorporating IVSC International Valuation Standards. In applying these standards, one of the group's properties has been valued using the Depreciated Replacement Cost method.
If the assets were measured using the cost model, the carrying amounts would be as follows:
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Carrying value |
|
|
The company had no tangible fixed assets at 30 March 2025 or 30 March 2024.
Group
| Other investments | Total | ||
| £ | £ | ||
| Cost or valuation before impairment | |||
| At 31 March 2024 |
|
|
|
| At 30 March 2025 |
|
|
|
| Carrying value at 30 March 2025 |
|
|
|
| Carrying value at 30 March 2024 |
|
|
Company
| Investments in subsidiaries | Total | ||
| £ | £ | ||
| Cost or valuation before impairment | |||
| At 31 March 2024 |
|
|
|
| At 30 March 2025 |
|
|
|
| Carrying value at 30 March 2025 |
|
|
|
| Carrying value at 30 March 2024 |
|
|
Investments in subsidiaries
The following were subsidiary undertakings of the company:
| Name of entity | Registered office | Class of shares |
Ownership 30.03.2025 |
Ownership 30.03.2024 |
Held |
| J.G. Ross (Bakers) Limited | Highclere Business Park, Highclere Way, Inverurie, AB51 5QW | Ordinary | 100.00% | 100.00% | Direct |
| J G Ross (Holdings) Limited | Highclere Business Park, Highclere Way, Inverurie, AB51 5QW | Ordinary | 100.00% | 100.00% | Direct |
| A Food Affair Limited | Highclere Business Park, Highclere Way, Inverurie, AB51 5QW | Ordinary | 100.00% | 100.00% | Indirect |
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Raw materials |
|
|
|
| Finished goods |
|
|
|
|
|
|
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Trade debtors |
|
|
|
|
|||
| Amounts owed by group undertakings (note 23) |
|
|
|
|
|||
| Other debtors |
|
|
|
|
|||
| Prepayments and accrued income |
|
|
|
|
|||
|
|
|
|
|
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Trade creditors |
|
|
|
|
|||
| Amounts owed to group undertakings (note 23) |
|
|
|
|
|||
| Corporation tax |
|
|
|
|
|||
| Other taxation and social security |
|
|
|
|
|||
| Accruals |
|
|
|
|
|||
| 4.00 % Cumulative redeemable preference shares |
|
|
|
|
|||
| Other creditors |
|
|
|
|
|||
|
|
|
|
|
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| 4.00 % Cumulative redeemable preference shares |
|
|
|
|
The redeemable B and C preference shares may be redeemed in amounts of not less than £50,000 at such times as the company in its sole discretion shall determine. Dividends are payable to 4% to the preference shareholders. There is no premium payable on redemption. 1,500,000 redeemable B shares were originally issued with 295,000 redeemed in the year to 30 March 2016. None of the redeemable C shares have been redeemed.
All classes of preference shares carry a fixed cumulative preferential dividend of 4% per annum.
Group
| Deferred taxation | Total | ||
| £ | £ | ||
| At 31 March 2024 |
|
865,805 | |
| Credited to the Profit and Loss Account | (
|
( 15,942) | |
| At 30 March 2025 |
|
849,863 | |
Deferred tax
| 2025 | 2024 | ||
| £ | £ | ||
| Accelerated capital allowances |
|
|
|
| Tax losses available |
|
|
|
| Other timing differences | (
|
(
|
|
| Provision for deferred tax |
|
|
The company has no deferred tax assets or liabilities.
The carrying values of the group’s financial assets and liabilities are summarised by category below:
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Financial assets | |||||||
| Measured at cost less impairment | |||||||
| Unlisted investments |
|
|
|
|
|||
| Measured at undiscounted amount receivable | |||||||
| Trade debtors (note 15) |
|
|
|
|
|||
| Other debtors (note 15) |
|
|
|
|
|||
| Amounts owed by Group undertakings (note 15) |
|
|
|
|
|||
| 1,330,760 | 1,284,332 | 4,423,720 | 2,844,105 | ||||
| Financial liabilities | |||||||
| Measured at amortised cost | |||||||
| Cumulative redeemable preference shares (note 17) | (
|
(
|
(
|
(
|
|||
| Measured at undiscounted amount payable | |||||||
| Trade creditors (note 16) | (
|
(
|
|
|
|||
| Other payables (note 16) | (
|
(
|
|
|
|||
| Amounts owed to Group undertakings (note 16) |
|
|
|
(
|
|||
| (3,429,818) | (3,681,895) | (2,625,000) | (2,669,250) |
| 2025 | 2024 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
|
|
|
|
|
| Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,625,000 | 2,679,000 | ||
| 6,625,000 | 6,679,000 | ||
| Presented as follows: | |||
| Called-up share capital presented as equity | 4,000,000 | 4,000,000 | |
| Called-up share capital presented as liability | 2,625,000 | 2,679,000 | |
| 6,625,000 | 6,679,000 |
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
The revaluation reserve represents the cumulative effect of revaluations of freehold land and buildings which are revalued to fair value at each reporting date.
Commitments
Capital commitments are as follows:
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Contracted for but not provided for: | |||
| Tangible fixed assets | 176,287 | 11,869 |
Lessee
Total future minimum lease payments under non-cancellable operating leases are as follows:
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| within one year |
|
|
|
| between one and five years |
|
|
|
| after five years |
|
|
|
|
|
|
Net debt reconciliation
| Balance at 31 March 2024 | Cash flows | Balance at 30 March 2025 | |||
| £ | £ | £ | |||
| Cash at bank and in hand | 6,027,479 | 1,212,302 | 7,239,781 | ||
| 6,027,479 | 1,212,302 | 7,239,781 | |||
| Borrowings excluding overdrafts | ( 2,679,000) | 54,000 | ( 2,625,000) | ||
| ( 2,679,000) | 54,000 | ( 2,625,000) | |||
| Net debt |
|
1,266,302 |
|
The group has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the group is a wholly owned member.
Transactions with the entity’s directors (or members of its governing body)
Dividends
| 2025 | 2024 | ||
| £ | £ | ||
| Paid in respect of shares held by the company's directors | 0 | 300,000 |
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
| 2025 | 2024 | ||
| £ | £ | ||
| - within one year | 74,329 | 76,617 | |
| - between one and five years | 130,799 | 171,514 | |
| - after five years | 66 | 1,863 | |
| 205,194 | 249,994 |
The operating leases represent leases of commercial and residential properties to third parties. The leases are negotiated over terms of 5 to 20 years. The majority of leases include a provision for five-yearly upward rent reviews according to prevailing market conditions.
Virgin Money PLC holds a cross guarantee supported by standard security over one the group's properties and a floating charge over the assets and undertakings of the group.