Registration number:
Briarwood Janes Holdings & Co Ltd
for the Year Ended 31 December 2024
Briarwood Janes Holdings & Co Ltd
Contents
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Company Information |
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Strategic Report |
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Director's Report |
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Statement of Director's Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Briarwood Janes Holdings & Co Ltd
Company Information
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Director |
O W Janes |
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Registered office |
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Auditors |
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Briarwood Janes Holdings & Co Ltd
Strategic Report for the Year Ended 31 December 2024
The director presents his strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is acting as a holding company for a group undertaking manufacture and supply of roofing materials and other related products.
Fair review of the business
On 1 June 2023 Briarwood Janes Holdings & Co Ltd “the company” acquired the entire issued share capital of Briarwood Products Limited, a company registered in England & Wales to form a trading group. In acquiring the shares in Briarwood Products Limited, the company has also acquired control in the subsidiaries of the company, the wholly owned subsidiary, Briarwood Supplies Limited, a company registered in England & Wales and a controlling interest in Briarwood Landini SRL, a company registered in Italy.
In December 2023, the subsidiary, Briarwood Products Limited, acquired the remaining minority interest in Briarwood Landini SRL to establish the company as a wholly owned subsidiary within the group.
During the year ended 31 December 2024 the group undertook a restructuring resulting in Briarwood Supplies Limited becoming a direct subsidiary of the company. The company also acquired the investment property and freehold property of Briarwood Products Limited.
The director is satisfied with the performance of the group for the year ended 31 December 2024 in what has remained a challenging and competitive industry.
The director would anticipate reporting positive accounting figures for the year ended 31 December 2025 following the continued progress of the company's subsidiaries Briarwood Products Limited, Briarwood Landini SRL and Briarwood Supplies Limited.
The company's key financial and other performance indicators during the year were as follows:
|
Financial KPIs |
Unit |
2024 |
2023 |
|
Turnover |
£ |
38,390,625 |
18,845,524 |
|
Gross Profit |
£ |
12,486,003 |
4,976,792 |
|
Gross Profit Margin |
% |
32.52 |
26.41 |
Principal risks and uncertainties
The future growth and development of the business is dependent on the competitiveness and reputation of the group companies within the roofing and agricultural construction industry and with the general public.
Approved and authorised by the
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Briarwood Janes Holdings & Co Ltd
Director's Report for the Year Ended 31 December 2024
The director presents his report and the for the year ended 31 December 2024.
Director of the group
The director who held office during the year was as follows:
Financial instruments
Objectives and policies
The company and group strives to ensure that it meets the needs and requirements of an ever-changing industry through a range of methods including continual investment in new property, plant and equipment together with the development and welfare of staff as key contributors to the business.
Price risk, credit risk, liquidity risk and cash flow risk
The main risks arising from the company and group’s financial instruments are interest rate fluctuations and liquidity risk. It is the company and group's policy to finance its operations through a mixture of cash and borrowings and to review periodically the mix of these instruments with regard to the projected cashflow requirements of the company and an acceptable level of risk exposure.
Disclosure of information to the auditor
The director has taken steps that he 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. The director confirms that there is no relevant information that he knows of and of which he knows the auditor is unaware.
Approved and authorised by the
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Briarwood Janes Holdings & Co Ltd
Statement of Director's Responsibilities
The director acknowledges his responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Briarwood Janes Holdings & Co Ltd
Independent Auditor's Report to the Members of Briarwood Janes Holdings & Co Ltd
Opinion
We have audited the financial statements of Briarwood Janes Holdings & Co Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The director are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements. |
Briarwood Janes Holdings & Co Ltd
Independent Auditor's Report to the Members of Briarwood Janes Holdings & Co Ltd (continued)
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | 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 director's remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of the director
As explained more fully in the Statement of Director's Responsibilities [set out on page 4], the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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Our audit procedures were designed to respond to identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to: |
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Discussing with the director and management their policies and procedures regarding compliance with laws and regulations; |
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Communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit; and |
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Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. |
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Our audit procedures in relation to fraud included but were not limited to: |
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Making enquiries of the director and management on whether they had knowledge of any actual, suspected or alleged fraud; |
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Gaining an understanding of the internal controls established to mitigate risks related to fraud; |
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Discussing amongst the engagement team the risks of fraud; and |
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Addressing the risks of fraud through management override of controls by performing journal entry testing. |
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There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. |
Briarwood Janes Holdings & Co Ltd
Independent Auditor's Report to the Members of Briarwood Janes Holdings & Co Ltd (continued)
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of 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
Chartered Accountants & Statutory Auditors
24 High Street
Chipping Sodbury
BS37 6AH
Briarwood Janes Holdings & Co Ltd
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
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Other operating income |
|
|
|
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Operating profit |
|
|
|
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Loss on financial assets at fair value through profit and loss |
- |
( |
|
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Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
(624,832) |
(904,854) |
||
|
Profit before tax |
|
|
|
|
Tax on profit |
( |
|
|
|
Profit for the financial year |
|
|
|
|
Profit/(loss) attributable to: |
|||
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Owners of the company |
|
|
Briarwood Janes Holdings & Co Ltd
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Profit for the year |
|
|
|
Surplus/(deficit) on property, plant and equipment revaluation |
|
( |
|
Deficit on revaluation of other assets |
( |
- |
|
Foreign currency translation losses |
( |
( |
|
(9,131,794) |
(604,667) |
|
|
Total comprehensive income for the year |
( |
|
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
|
Briarwood Janes Holdings & Co Ltd
(Registration number: 14422475)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
( |
( |
|
|
Tangible assets |
|
|
|
|
Investment property |
|
|
|
|
|
|
||
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Current assets |
|||
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Stocks |
|
|
|
|
Debtors |
|
|
|
|
Other financial assets |
23,317 |
32,767 |
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
1,698 |
1,698 |
|
|
Share premium reserve |
16,998,302 |
16,998,302 |
|
|
Revaluation reserve |
461,689 |
9,435,621 |
|
|
Other reserves |
444,257 |
904,463 |
|
|
Retained earnings |
5,952,580 |
(6,122,014) |
|
|
Equity attributable to owners of the company |
23,858,526 |
21,218,070 |
|
|
Shareholders' funds |
23,858,526 |
21,218,070 |
Approved and authorised by the
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Briarwood Janes Holdings & Co Ltd
(Registration number: 14422475)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Tangible assets |
|
- |
|
|
Investment property |
|
- |
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
- |
|
|
Provisions for liabilities |
( |
- |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
1,698 |
1,698 |
|
|
Share premium reserve |
16,998,302 |
16,998,302 |
|
|
Revaluation reserve |
461,689 |
- |
|
|
Retained earnings |
986,886 |
2,998,683 |
|
|
Shareholders' funds |
18,448,575 |
19,998,683 |
The company made a loss after tax for the financial year of £2,011,797 (2023 - profit of £2,998,683).
Approved and authorised by the
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Briarwood Janes Holdings & Co Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Foreign currency translation reserve |
Revaluation reserve |
Other reserves |
Retained earnings |
Total |
Total equity |
|
|
At 1 January 2024 |
|
|
( |
|
|
( |
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
|
|
|
|
Other comprehensive income |
- |
- |
( |
( |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
( |
( |
- |
|
( |
( |
|
Transfers |
- |
- |
- |
- |
- |
9,435,621 |
9,435,621 |
9,435,621 |
|
Other movements on reserves |
- |
- |
- |
- |
(302,344) |
- |
(302,344) |
(302,344) |
|
At 31 December 2024 |
|
|
( |
|
|
|
|
|
|
Share capital |
Share premium |
Foreign currency translation reserve |
Revaluation reserve |
Other reserves |
Retained earnings |
Total |
Total equity |
|
|
At 1 January 2023 |
|
- |
( |
|
|
( |
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
|
|
|
|
Other comprehensive income |
- |
- |
( |
( |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
( |
( |
- |
|
|
|
|
New share capital subscribed |
- |
|
- |
- |
- |
- |
|
|
|
Purchase of own share capital |
698 |
- |
- |
- |
- |
- |
698 |
698 |
|
Transfers |
- |
- |
- |
- |
(21,679) |
324,554 |
302,875 |
302,875 |
|
Other movements on reserves |
- |
- |
- |
- |
(13,007) |
- |
(13,007) |
(13,007) |
|
At 31 December 2023 |
1,698 |
16,998,302 |
(150,815) |
9,435,621 |
1,055,278 |
(6,122,014) |
21,218,070 |
21,218,070 |
Briarwood Janes Holdings & Co Ltd
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Revaluation reserve |
Retained earnings |
|
|
At 1 January 2024 |
|
|
- |
|
|
Loss for the year |
- |
- |
- |
( |
|
Other comprehensive income |
- |
- |
|
- |
|
Total comprehensive income |
- |
- |
|
( |
|
At 31 December 2024 |
|
|
|
|
|
Total |
|
|
At 1 January 2024 |
|
|
Loss for the year |
( |
|
Other comprehensive income |
|
|
Total comprehensive income |
( |
|
At 31 December 2024 |
|
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
- |
- |
|
|
Profit for the year |
- |
- |
|
|
|
New share capital subscribed |
- |
|
- |
|
|
Purchase of own share capital |
698 |
- |
- |
698 |
|
At 31 December 2023 |
1,698 |
16,998,302 |
2,998,683 |
19,998,683 |
Briarwood Janes Holdings & Co Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Changes in fair value of investment property |
- |
|
|
|
Loss/(profit) on disposal of tangible assets |
|
( |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Increase in trade debtors |
( |
( |
|
|
Increase in trade creditors |
|
|
|
|
Cash generated from operations |
|
( |
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of intangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
|
|
|
|
Payments to finance lease creditors |
|
|
|
|
Net cash flows from financing activities |
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
|
Cash and cash equivalents at 1 January |
( |
- |
|
|
Cash and cash equivalents at 31 December |
(3,629,183) |
(6,054,959) |
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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2 |
Accounting policies (continued) |
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold Property |
2% straight line subject to valuation |
|
Plant and machinery |
20% reducing balance |
|
Fixtures and fittings |
20% straight line |
|
Motor vehicles |
25% reducing balance |
|
Corporate aircraft |
10% reducing balance |
|
Computer software |
25% straight line |
Investment property
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
|
Asset class |
Amortisation method and rate |
|
Goodwill |
5 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
|
Rental income from investment property |
|
- |
|
|
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Sub lease rental income |
|
|
|
Miscellaneous other operating income |
|
|
|
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2024 |
2023 |
|
|
(Loss)/gain on disposal of Tangible assets |
( |
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
( |
( |
|
Loss/(profit) on disposal of property, plant and equipment |
|
( |
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Foreign exchange (losses)/gains |
( |
|
|
|
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Staff costs |
The aggregate payroll costs (including director's remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
- |
|
|
|
|
The average number of persons employed by the group (including the director) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
Distribution |
|
|
|
Management |
|
|
|
|
|
|
Director's remuneration |
The director's remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
308,139 |
59,396 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
2023 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
5,000 |
1,000 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
49,644 |
29,069 |
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Tax expense/(receipt) in the income statement |
|
( |
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
12 |
Taxation (continued) |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
|
Increase from effect of different UK tax rates on some earnings |
- |
|
|
Tax increase/(decrease) from other short-term timing differences |
|
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
( |
( |
|
Effect of foreign tax rates |
|
- |
|
Total tax charge/(credit) |
|
( |
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
Revaluation of property |
- |
|
|
Revaluation of investment property |
- |
|
|
- |
|
|
2023 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
Revaluation of property |
- |
|
|
Revaluation of investment property |
- |
|
|
- |
|
Company
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Revaluation of property |
- |
|
|
Revaluation of investment property |
- |
|
|
- |
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Intangible assets |
Group
|
Goodwill |
Other intangible assets |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
( |
|
( |
|
Additions acquired separately |
- |
|
|
|
Foreign exchange movements |
- |
( |
( |
|
At 31 December 2024 |
( |
|
( |
|
Amortisation |
|||
|
At 1 January 2024 |
( |
|
( |
|
Amortisation charge |
( |
|
( |
|
At 31 December 2024 |
( |
|
( |
|
Carrying amount |
|||
|
At 31 December 2024 |
( |
|
( |
|
At 31 December 2023 |
( |
|
( |
Group intangible assets include the capitalisation of development costs undertaken by the group subsidiary company Briarwood Landini S.R.L. in developing new product ranges and production techniques. Development costs are capitalised in accordance with relevant accounting standards and principles with all other research and development costs expensed through profit & loss in the period that they are incurred.
Group intangible assets also include the Tubex brand name, intellectual property and web domain of Tubex SA, a limited company registered in Spain, by Briarwood Products Limited.
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Tangible assets |
Group
|
Land and buildings |
Fixtures and fittings |
Plant and machinery |
Office equipment |
Motor vehicles |
Other tangible assets |
Total |
|
|
Cost or valuation |
|||||||
|
At 1 January 2024 |
|
|
|
|
|
|
|
|
Revaluations |
|
- |
- |
- |
- |
- |
|
|
Additions |
|
|
|
- |
|
- |
|
|
Disposals |
- |
( |
( |
- |
( |
- |
( |
|
Foreign exchange movements |
- |
- |
( |
- |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
|
Depreciation |
|||||||
|
At 1 January 2024 |
- |
|
|
|
|
|
|
|
Charge for the year |
|
|
|
- |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
- |
( |
- |
( |
|
Impairment |
( |
- |
- |
- |
- |
- |
( |
|
At 31 December 2024 |
- |
|
|
|
|
|
|
|
Carrying amount |
|||||||
|
At 31 December 2024 |
|
|
|
- |
|
|
|
|
At 31 December 2023 |
|
|
|
- |
|
|
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
14 |
Tangible assets (continued) |
Included within the net book value of land and buildings above is £9,270,000 (2023 - £8,540,000) in respect of freehold land and buildings.
Revaluation
The fair value of the group's freehold property was revalued on
At 14 March 2025 the whole property was valued by an independent valuer, Jones Lang LaSalle Limited, and the relevant trading element and investment element were determined by the valuer and shown as appropriate in the accounts to 31 December 2024.
Had this class of asset been measured on a historical cost basis, the carrying amount would have been £
Company
|
Land and buildings |
Total |
|
|
Cost or valuation |
||
|
Revaluations |
|
|
|
Additions |
|
|
|
At 31 December 2024 |
|
|
|
Depreciation |
||
|
Charge for the year |
|
|
|
Impairment |
( |
( |
|
At 31 December 2024 |
- |
- |
|
Carrying amount |
||
|
At 31 December 2024 |
|
|
Included within the net book value of land and buildings above is £9,270,000 (2023 - £Nil) in respect of freehold land and buildings.
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Investment properties |
Group
|
2024 |
|
|
At 1 January |
|
|
At 31 December |
|
During the period, the group leased a section of the trading premises of a group company for use by other unassociated businesses. This section of the premises is classified as investment property and treated at fair value in accordance with FRS102 legislation.
At 14 March 2025 the whole property was valued by an independent valuer, Jones Lang LaSalle Limited, and the relevant trading element and investment element were determined by the valuer and shown as appropriate in the accounts to 31 December 2024.
Company
|
2024 |
|
|
Additions |
|
|
At 31 December |
|
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Additions |
|
|
At 31 December 2024 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
16 |
Investments (continued) |
On 1 June 2023 the company acquired the entire issued ordinary share capital of Briarwood Products Limited, a private limited company registered in England & Wales.
At the date of acquisition Briarwood Products Limited held shares in a wholly owned subsidiary undertaking, Briarwood Supplies Limited, a private limited company registered in England & Wales, together with a controlling interest of 75% of the issued ordinary share capital of Briarwood Landini srl, a private limited company registered in Italy.
On 28 December 2023 Briarwood Products Limited acquired the remaining 25% of the issued ordinary share capital of Briarwood Landini srl, with the company being a wholly owned subsidiary at the balance sheet date.
On 1 April 2024 the company acquired the entire issued share capital in Briarwood Supplies Limited from Briarwood products Limited as part of a group restructure. The company controls all group subsidiary companies either through direct shareholdings, or through its holding of the entire issued share capital of Briarwood Products Limited.
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
Briarwood Business Park
England |
|
|
|
|
|
Briarwood Business Park
England |
|
|
|
|
|
Via E. Curiel
Italy |
|
|
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
16 |
Investments (continued) |
|
Subsidiary undertakings |
|
Briarwood Products Limited The principal activity of Briarwood Products Limited is |
|
Briarwood Supplies Limited The principal activity of Briarwood Supplies Limited is |
|
Briarwood Landini s.r.l. The principal activity of Briarwood Landini s.r.l. is |
|
Other financial assets |
Group
|
Financial assets at cost less impairment |
Total |
|
|
Current financial assets |
||
|
Cost or valuation |
||
|
At 1 January 2024 |
23,317 |
23,317 |
|
At 31 December 2024 |
23,317 |
23,317 |
|
Impairment |
||
|
Carrying amount |
||
|
At 31 December 2024 |
|
23,317 |
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Finished goods and goods for resale |
|
|
- |
- |
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Debtors |
|
Group |
Company |
|||
|
Current |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
|
- |
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
|
- |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
|
|
|
Bank overdrafts |
( |
( |
- |
- |
|
Cash and cash equivalents in statement of cash flows |
(3,629,183) |
(6,054,959) |
5,541 |
1,136 |
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
- |
|
|
Trade creditors |
|
|
|
- |
|
|
Amounts due to related parties |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
|
- |
|
|
Other payables |
- |
|
- |
- |
|
|
Accruals |
|
|
|
|
|
|
Income tax liability |
697,560 |
68,799 |
225,416 |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
- |
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 January 2024 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2024 |
|
|
|
|
||
Company
|
Deferred tax |
Total |
|
|
Additional provisions |
|
|
|
At 31 December 2024 |
|
|
|
|
||
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
1,698 |
|
1,698 |
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
|
- |
|
Hire purchase contracts |
|
|
- |
- |
|
|
|
|
- |
|
Briarwood Janes Holdings & Co Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
25 |
Loans and borrowings (continued) |
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
|
- |
|
Bank overdrafts |
|
|
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
|
|
|
- |
|
Bank loans are secured against the freehold and investment property of the company.
Hire purchase contracts are secured against the underlying assets to which they relate.
Bank overdrafts include balances secured against the debtor books of group companies.
|
Related party transactions |
Group
Summary of transactions with subsidiaries
Transactions and balances with group companies that have been eliminated on consolidation have
not been disclosed.
Company
Summary of transactions with other related parties
At the balance sheet date other debtors included balances totalling £1,649,912 (2023 - £Nil) owed by companies controlled by the director, Mr O W Janes, and close family members.