Company registration number SC139487 (Scotland)
R&K DRYSDALE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
R&K DRYSDALE LIMITED
COMPANY INFORMATION
Directors
T J Truscott
J G Orr
A D M Faichney
N W Bothams
(Appointed 30 December 2024)
Company number
SC139487
Registered office
Drysdale Quarry
Cockburnspath
Dunbar
Berwickshire
TD13 5AA
Auditor
Sedulo Audit Limited
5th Floor Walker House
Exchange Flags
Liverpool
Merseyside
United Kingdom
L2 3YL
R&K DRYSDALE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27
R&K DRYSDALE LIMITED
STRATEGIC REPORT
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 1 -

The directors present the strategic report for the 52 weeks ended 27 December 2024.

Review of the business

In February 2024, the company’s then ultimate holding company (Clear 123 Limited) was acquired by Pease Bay Farms Limited (“PBF”). PBF is a member of East of Scotland Growers Limited "ESG", a recognised producer organisation focused on summer cropping vegetable production. The acquisition cements the trading agreement that was entered into by the company and ESG in March 2023.

 

The financial results for the 52-week period ending 27 December 2024 reflect the success achieved through collaborative working with our colleagues at ESG. Turnover increased to £47.8m (2023: £37.3m) which generated an operating profit of £0.54m (2023: operating loss of £0.68m).

 

Following the acquisition of the company, the Directors of PBF undertook a review of the carrying values of items in the balance sheet as of 29 December 2023. The result of this review is a prior year adjustment that reduces the net assets of company by £3.4m. Of this, £1.1m is a charge to the revaluation reserve (originally stated at £2.4m and now revised down to £1.3m) and a £2.3m charge to the profit and loss reserves (originally stated at £7.4m and now revised down to £5.2m).

 

Principal risks and uncertainties

The company is an agricultural business and accordingly faces risks relating to the external environments such as weather, disease, and crop yields. Some of this risk has been significantly mitigated by processing and marketing produce grown by ESG and by bringing together our agricultural team, and the ESG extensive agronomy experience. The company also continues to invest in research into new crop varieties to improve quality, yields, disease resistance to reduce agrichemical use and improve taste.

 

The business has mitigated currency risk for imported crops by using forward currency agreements which align with agreed supplier payment and customer prices.

Key performance indicators

The company considers the key performance indicators to be turnover, gross profit and operating profit and net assets. These have all been discussed above.

 

Financial KPIs

2024

2023

Turnover (£m)

47.75

37.32

Gross Profit (£m)

7.92

8.90

Profit before Tax (£m)

(0.36)

(1.23)

Net Assets (£m)

8.59k

7.43


The Directors are satisfied with the results of the Company for the year.

 

 

 

 

 

R&K DRYSDALE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 2 -
Other information and explanations

 

People

 

The company seeks to engage regularly with staff at all levels via structured forums. Tailored safety and training programs for staff at all levels ensure the company can retain and develop a competent workforce to meet the needs of the business.

 

During the period the company’s turnover increased by 28% compared to the prior period. It is a testament to the commitment and dedication of our employees that we have successfully managed this growth and maintained supply volumes of high-quality produce to our valued customers.

 

On behalf of the Board, I would like to thank our colleagues for their hard work and commitment to the business.

Strategy

 

The main strategic objectives of the business are to grow high quality vegetables, process them, and deliver them on time to our customers. To achieve that the company continues to invest in the infrastructure, automation, and management team with the focus around lean production principles and technologies which ensures we remain competitive in a value focused market.

On behalf of the board

N W Bothams
Director
17 September 2025
R&K DRYSDALE LIMITED
DIRECTORS' REPORT
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the 52 weeks ended 27 December 2024.

Principal activities

The principal activity of the company continued to be that of vegetable growing, packing, processing and marketing.

Results and dividends

The results for the 52 weeks are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the 52 weeks and up to the date of signature of the financial statements were as follows:

G T Milne
(Resigned 8 February 2025)
C S Keenan
(Resigned 9 February 2024)
T J Truscott
J G Orr
D Mear
(Appointed 28 March 2024 and resigned 29 August 2025)
A D M Faichney
N W Bothams
(Appointed 30 December 2024)
Research and development

The company continues to invest in production trials of new varieties to determine their commercial viability. Research is also ongoing on improved storage techniques to improve marketing and innovations in packing and processing to improve labour efficiency.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Auditor

In accordance with the company's articles, a resolution proposing that Sedulo Audit Limited be reappointed as auditor of the company will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

R&K DRYSDALE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 4 -

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

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

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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.

 

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Statement of disclosure to auditor

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

On behalf of the board
N W Bothams
Director
17 September 2025
R&K DRYSDALE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF R&K DRYSDALE LIMITED
- 5 -
Opinion

We have audited the financial statements of R&K Drysdale Limited (the 'company') for the 52 weeks ended 27 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

R&K DRYSDALE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF R&K DRYSDALE LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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:

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

 

Extent to which the audit was capable of detecting irregularities, including fraud

The primary responsibility for the prevention and detection of fraud rests with directors and management, and we cannot be expected to detect non-compliance with all laws and regulations.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our knowledge of the business and sector, enquiries of directors and management, and review of regulatory information and correspondence. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit.

 

We discussed with directors and management the policies and procedures in place to ensure compliance with laws and regulations and otherwise prevent, deter and detect fraud.

    

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified as potentially having a material effect on the financial statements. Our procedures included review of financial statement information and testing of that information, enquiry of management and examination of relevant documentation, analytical procedures to identify unusual or unexpected relationships that may indicate fraud, and procedures to address the risk of fraud through director or management override of controls.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

R&K DRYSDALE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF R&K DRYSDALE LIMITED (CONTINUED)
- 7 -

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Katelyn Dutton (Senior Statutory Auditor)
For and on behalf of Sedulo Audit Limited, Statutory Auditor
Chartered Accountants
5th Floor Walker House
Exchange Flags
Liverpool
Merseyside
L2 3YL
United Kingdom
17 September 2025
R&K DRYSDALE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 8 -
52 weeks
52 weeks
ended
ended
27 December
29 December
2024
2023
as restated
Notes
£
£
Turnover
3
47,752,630
37,322,089
Cost of sales
(39,836,781)
(28,417,962)
Gross profit
7,915,849
8,904,127
Administrative expenses
(7,921,135)
(9,852,868)
Other operating income
547,335
265,286
Operating profit/(loss)
4
542,049
(683,455)
Interest payable and similar expenses
8
(897,702)
(546,783)
Loss before taxation
(355,653)
(1,230,238)
Tax on loss
9
1,515,202
(152,534)
Profit/(loss) for the financial 52 weeks
1,159,549
(1,382,772)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

R&K DRYSDALE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 9 -
52 weeks
52 weeks
ended
ended
27 December
29 December
2024
2023
as restated
£
£
Profit/(loss) for the 52 weeks
1,159,549
(1,382,772)
Other comprehensive income
Revaluation of tangible fixed assets
-
0
(1,502,447)
Total comprehensive income for the 52 weeks
1,159,549
(2,885,219)
R&K DRYSDALE LIMITED
BALANCE SHEET
AS AT
27 DECEMBER 2024
27 December 2024
- 10 -
27 December 2024
29 December 2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
10
11,465,387
11,810,273
Current assets
Stocks
11
3,469,946
773,813
Debtors
12
14,117,758
14,095,757
Cash at bank and in hand
300,678
1,162,293
17,888,382
16,031,863
Creditors: amounts falling due within one year
13
(19,591,833)
(16,756,967)
Net current liabilities
(1,703,451)
(725,104)
Total assets less current liabilities
9,761,936
11,085,169
Creditors: amounts falling due after more than one year
14
(1,176,509)
(2,305,910)
Provisions for liabilities
Deferred tax liability
17
-
0
1,353,381
-
(1,353,381)
Net assets
8,585,427
7,425,878
Capital and reserves
Called up share capital
19
1,000,000
1,000,000
Revaluation reserve
20
1,256,005
1,256,005
Profit and loss reserves
21
6,329,422
5,169,873
Total equity
8,585,427
7,425,878
The financial statements were approved by the board of directors and authorised for issue on 17 September 2025 and are signed on its behalf by:
N W Bothams
Director
Company registration number SC139487 (Scotland)
R&K DRYSDALE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 11 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 29 December 2023:
Balance at 1 January 2023
1,000,000
2,758,452
6,552,645
10,311,097
Period ended 29 December 2023:
Loss
-
-
(1,382,772)
(1,382,772)
Other comprehensive income:
Revaluation of tangible fixed assets
-
(1,502,447)
-
(1,502,447)
Total comprehensive income
-
(1,502,447)
(1,382,772)
(2,885,219)
Balance at 29 December 2023
1,000,000
1,256,005
5,169,873
7,425,878
Period ended 27 December 2024:
Profit and total comprehensive income
-
-
1,159,549
1,159,549
Balance at 27 December 2024
1,000,000
1,256,005
6,329,422
8,585,427
R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

R&K Drysdale Limited is a private company limited by shares incorporated in Scotland. The registered office is Drysdale Quarry, Cockburnspath, Dunbar, Berwickshire, TD13 5AA.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

 

 

The financial statements of the company are consolidated in the financial statements of Pease Bay Farms Limited. These consolidated financial statements are available from its registered office, Drysdale Quarry, Cockburnspath, Dunbar, Scotland, TD13 5AA.

R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern

A major part of the Company's working capital requirements is provided by a loan from Scottish Enterprise and the Company’s existing bankers.

 

The Company is looking to refinance the existing debt, and the current lenders have agreed to continue their support of the Company whilst the Company explores re-finance opportunities. As with any Company placing reliance on such agreements, the Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that the lenders will not do so.

 

The Directors of the Company have prepared cash flow forecasts for a period in excess of 12 months from the date of approval of these financial statements (the “Forecasts”). The Forecasts indicate that, taking account of reasonably possible downsides including not re-financing the existing debt, the Company will have sufficient finds to meet its liabilities as they fall due for that period.

 

The Directors, having considered the above and made enquiries, continue to adopt the going concern basis in preparing the financial statements which assumes that the Group will continue in operation for the foreseeable future.

1.3
Turnover

Turnover is recognised to the extent that is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

 

- the company has transferred the significant risks and rewards of ownership to the buyer;

- the company retains neither continuing managerial involvement to the degree usually associated with ownership nor

effective control over the goods sold;

- the amount of turnover can be measured reliably;

- it is probable that the company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Research and development expenditure

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and on certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives which range from 3 to 6 years.

 

If it is not probable to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

1.5
Tangible fixed assets

Tangible fixed assets under the cost model, other than the investment properties, are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by management.

R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -

Land is not depreciated. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold property
4% - 20% straight line
Plant and machinery
5% - 50% straight line
Motor vehicles
15% straight line
Robotic peeler development
Amortised over estimated life of future derived revenues. 5% straight line

Assets under construction are not depreciated until the asset is available for use.

 

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, or if there is an indication of a significant change since the last reporting date.

 

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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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.

R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.8
Cash and cash equivalents

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

1.9
Financial instruments

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

 

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

 

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

Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

Other financial liabilities

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

 

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

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

1.11
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

1.13
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.14

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 18 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Produce and related items
47,752,630
37,322,089
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
47,752,630
37,322,089
2024
2023
£
£
Other revenue
Grants received
81,666
-
4
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the period is stated after charging/(crediting):
£
£
Exchange losses/(gains)
71
(121)
Government grants
(81,666)
-
Depreciation of owned tangible fixed assets
1,093,435
1,002,481
Loss on disposal of tangible fixed assets
14,213
-
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
30,200
25,275
6
Employees

The average monthly number of persons (including directors) employed by the company during the 52 weeks was:

2024
2023
Number
Number
Production
216
183
Administration
58
55
Total
274
238
R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
6
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
11,827,969
5,018,073
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
666,351
329,009
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
185,000
154,167
Company pension contributions to defined contribution schemes
1,320
1,101
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
704,719
512,610
Interest on finance leases and hire purchase contracts
122,216
34,173
Other interest
70,767
-
0
897,702
546,783
9
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(1,515,202)
152,534
R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
9
Taxation
(Continued)
- 20 -

The actual (credit)/charge for the 52 weeks can be reconciled to the expected credit for the 52 weeks based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(355,653)
(1,230,238)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(88,913)
(289,106)
Tax effect of expenses that are not deductible in determining taxable profit
195
153
Effect of change in corporation tax rate
-
0
9,152
Permanent capital allowances in excess of depreciation
95,518
-
0
Accelerated capital allowances
-
0
(102,857)
Adjustment resultant from restatements
-
0
535,192
Prior year overprovision for deferred tax
(1,522,002)
-
0
Taxation (credit)/charge for the period
(1,515,202)
152,534
10
Tangible fixed assets
Freehold property
Assets under construction
Plant and machinery
Motor vehicles
Total
£
£
£
£
£
Cost
At 30 December 2023
8,384,230
1,076,747
14,561,170
96,663
24,118,810
Additions
61,191
-
0
536,345
38,995
636,531
Disposals
(12,440)
(61,139)
(46,418)
(21,674)
(141,671)
Revaluation
28,944
-
0
161,650
-
0
190,594
Transfers
-
0
(1,015,608)
1,015,608
-
0
-
0
At 27 December 2024
8,461,925
-
0
16,228,355
113,984
24,804,264
Depreciation and impairment
At 30 December 2023
2,457,571
-
0
9,797,229
53,737
12,308,537
Depreciation charged in the 52 weeks
262,199
-
0
821,175
10,061
1,093,435
Eliminated in respect of disposals
(1,704)
-
0
(39,717)
(21,674)
(63,095)
At 27 December 2024
2,718,066
-
0
10,578,687
42,124
13,338,877
Carrying amount
At 27 December 2024
5,743,859
-
0
5,649,668
71,860
11,465,387
At 29 December 2023
5,926,659
1,076,747
4,763,941
42,926
11,810,273
R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
10
Tangible fixed assets
(Continued)
- 21 -

Included in cost or valuation of land and buildings is freehold land of £817,635 (2023: £817,635) which is not

depreciated.

 

Included in plant and machinery are assets with carrying amounts of £2,895,000 under hire purchase.

 

11
Stocks
2024
2023
£
£
Raw materials and consumables
1,429,729
701,116
Work in progress
2,040,217
72,697
3,469,946
773,813
12
Debtors
2024
2023
Amounts falling due within one year
£
£
Trade debtors
8,037,280
7,968,437
Amounts owed by group undertakings
4,181,969
4,181,969
Other debtors
1,596,552
1,728,218
Prepayments and accrued income
140,136
217,133
13,955,937
14,095,757
2024
2023
Amounts falling due after more than one year
£
£
Deferred tax asset (note 17)
161,821
-
0
Total debtors
14,117,758
14,095,757
R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 22 -
13
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans and overdrafts
15
590,900
1,240,909
Obligations under finance leases
16
421,753
481,127
Other borrowings
15
1,654,143
258,603
Trade creditors
5,304,823
5,379,016
Amounts owed to group undertakings
3,221,404
326,477
Taxation and social security
323,431
420,108
Other creditors
5,962,201
6,690,412
Accruals and deferred income
2,113,178
1,960,315
19,591,833
16,756,967

Included within other creditors is £4,872,855 (2023: £5,980,638) which relates to an invoice discounting facility and secured on the trade debtors balance.

 

Hire purchase creditors are secured directly over the assets to which they relate.

14
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
15
826,516
1,693,254
Obligations under finance leases
16
276,155
552,656
Other borrowings
15
73,838
60,000
1,176,509
2,305,910
15
Loans and overdrafts
2024
2023
£
£
Bank loans
1,417,416
2,284,163
Bank overdrafts
-
0
650,000
Other loans
1,727,981
318,603
3,145,397
3,252,766
Payable within one year
2,245,043
1,499,512
Payable after one year
900,354
1,753,254

The bank overdraft is secured by a floating charge over the assets of the company.

 

The bank loans are secured by a floating charge over all assets of the company.

R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 23 -
16
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
421,753
481,127
In two to five years
276,154
552,656
697,907
1,033,783

 

17
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Balances:
£
£
£
£
Accelerated capital allowances
-
1,353,381
(866,429)
-
Tax losses
-
-
1,023,667
-
Retirement benefit obligations
-
-
4,583
-
-
1,353,381
161,821
-
2024
Movements in the 52 weeks:
£
Liability at 30 December 2023
1,353,381
Credit to profit or loss
(1,515,202)
Asset at 27 December 2024
(161,821)
18
Retirement benefit schemes
Defined contribution schemes

A defined contribution scheme is operated for all qualifying employees. These costs are charged to the profit or loss account. The assets of the scheme are held separately from those of the company in an independently administered fund.

 

At the end of the period an amount of £18,333 (2023: £43,815) was payable to the defined contribution scheme.

 

R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 24 -
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
750,000
750,000
750,000
750,000
B Ordinary of £1 each
250,000
250,000
250,000
250,000
1,000,000
1,000,000
1,000,000
1,000,000
20
Revaluation reserve
2024
2023
£
£
At the beginning of the 52 weeks
2,381,943
2,758,452
Prior year adjustment
(1,125,938)
-
0
As restated
1,256,005
2,758,452
Revaluation surplus arising in the 52 weeks
-
0
(1,502,447)
At the end of the 52 weeks
1,256,005
1,256,005
21
Profit and loss reserves
2024
2023
as restated
£
£
At the beginning of the 52 weeks
7,447,284
6,552,645
Prior year adjustment
(2,277,411)
-
0
As restated
5,169,873
6,552,645
Adjusted balance
5,169,873
6,552,645
Profit/(loss) for the 52 weeks
1,159,549
(1,382,772)
At the end of the 52 weeks
6,329,422
5,169,873

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

Revaluation reserve - represents the revaluation of plant and machinery, net of depreciation of the revalued assets.

22
Operating lease commitments
R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
22
Operating lease commitments
(Continued)
- 25 -

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within 1 year
70,689
142,023
Years 2-5
-
0
70,689
70,689
212,712
23
Related party transactions
Transactions with related parties

During the 52 weeks the company entered into the following transactions with related parties:

Name of related party
Nature of relationship
ESG Trading
Common ownership
J G Orr Limited
Common ownership
MJ & J Mclaren Farms Limited
Common ownership
Peacehill Farming Limited
Common ownership
Rankeilour Farms Limited
Common ownership
Description of
Income
Payments
transaction
2024
2023
2024
2023
£
£
£
£
ESG Trading
Sales and purchases
5,220,977
-
0
15,268,764
-
0
J G Orr Limited
Purchases and financing
-
0
-
0
41,025
-
0
MJ & J Mclaren Farms Limited
Purchases and financing
-
0
-
0
37,852
-
0
Peacehill Farming Limited
Purchases and financing
-
0
-
0
13,760
-
0
Rankeilour Farms Limited
Purchases and financing
-
0
-
0
8,143
-
0
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2024
2023
2024
2023
£
£
£
£
ESG Trading
1,888,463
-
0
4,405,670
-
0
J G Orr Limited
-
0
-
0
591,025
-
0
MJ & J Mclaren Farms Limited
-
0
-
0
537,852
-
0
Peacehill Farming Limited
-
0
-
0
213,760
-
0
Rankeilour Farms Limited
-
0
-
0
133,143
-
0
R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
- 26 -
24
Ultimate controlling party

The company is a subsidiary undertaking of R & K Drysdale (Holdings) Limited.

The ultimate controlling party is Pease Bay Farms Limited.

 

The largest and smallest group in which the results of the company are consolidated for the 52 weeks ended 27 December 2024 is that headed by Pease Bay Farms Limited, a company incorporated in Scotland. No other group financial statements include the results of the company. The consolidated financial statements of the group are available to the public and may be obtained from Companies House, 4th Floor, Edinburgh Quay 2, 139 Fountainbridge, Edinburgh, EH3 9FF.

25
Prior period adjustment

On 9 February 2024, Pease Bay Farms Limited acquired the entire share capital of Clear 123 Limited, which, until the acquisition date, was the ultimate parent company of R & K Drysdale Limited. As a result of this acquisition, the directors reviewed the accounting records associated with the transaction and restated the comparative figures in accordance with the company’s accounting policies and the requirements of FRS 102.

 

This revision aligns with FRS 102 by focusing on the key accounting treatment aspects, such as the acquisition of share capital and the restatement of comparatives, which is a common requirement under this standard.

Changes to the balance sheet
As previously reported
Adjustment
As restated at 29 Dec 2023
£
£
£
Fixed assets
Tangible assets
13,931,169
(2,120,896)
11,810,273
Current assets
Stocks
1,224,013
(450,200)
773,813
Debtors due within one year
14,961,551
(865,794)
14,095,757
Creditors due within one year
Other creditors
(14,321,220)
(35,000)
(14,356,220)
Creditors due after one year
Finance leases
(621,197)
68,541
(552,656)
Net assets
10,829,227
(3,403,349)
7,425,878
Capital and reserves
Revaluation reserve
2,381,943
(1,125,938)
1,256,005
Profit and loss reserves
7,447,284
(2,277,411)
5,169,873
Total equity
10,829,227
(3,403,349)
7,425,878
R&K DRYSDALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 52 WEEKS ENDED 27 DECEMBER 2024
25
Prior period adjustment
(Continued)
- 27 -
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 29 December 2023
£
£
£
Cost of sales
(27,967,762)
(450,200)
(28,417,962)
Administrative expenses
(7,957,116)
(1,895,752)
(9,852,868)
Interest payable and similar expenses
(615,324)
68,541
(546,783)
Profit/(loss) for the financial period
894,639
(2,277,411)
(1,382,772)
Reconciliation of changes in equity
1 January
29 December
2023
2023
£
£
Adjustments to prior 52 weeks
Tangible assets
-
(2,120,895)
Current assets
-
(1,315,995)
Current liablities
-
(35,000)
Lease liabiities
-
68,541
Total adjustments
-
(3,403,349)
Equity as previously reported
10,311,097
10,829,227
Equity as adjusted
10,311,097
7,425,878
Analysis of the effect upon equity
Revaluation reserve
-
(1,125,938)
Profit and loss reserves
-
(2,277,411)
-
(3,403,349)
Reconciliation of changes in profit/(loss) for the previous financial period
2023
£
Adjustments to prior 52 weeks
Cost of sales
(450,200)
Administrative expenses
(1,895,752)
Finance costs
68,541
Total adjustments
(2,277,411)
Profit as previously reported
894,639
Loss as adjusted
(1,382,772)
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