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Company registration number: 09949620
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 31 MAY 2025
| WHATMORE HOLDINGS LIMITED
WHATMORE HOLDINGS LIMITED |  |
COMPANY INFORMATION
Directors | M. F. Nash
| C. J. Nash (appointed 5 November 2024) (appointed 5 November 2024)
Registered number | 09949620
Registered office | Whatmore House
| 136 South Street
| Dorking
| Surrey
| RH4 2EU
Independent auditor | Menzies LLP
| Chartered Accountants & Statutory Auditor
| Ashcombe House
| 5 The Crescent
| Leatherhead
| Surrey
| KT22 8DY
WHATMORE HOLDINGS LIMITED |  |
CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditor's report | 5 - 8
Consolidated statement of comprehensive income | 9
Consolidated statement of financial position | 10
Company statement of financial position | 11
Consolidated statement of changes in equity | 12
Company statement of changes in equity | 13
Consolidated statement of cash flows | 14
Consolidated analysis of net debt | 15
Notes to the financial statements | 16 - 32
WHATMORE HOLDINGS LIMITED |  |
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 MAY 2025
Introduction
The directors present their Group strategic report for Whatmore Holdings Limited (the Company) and its subsidiaries (the Group) with the audited financial statements for the year ended 31 May 2025.
Business review
Whatmore Holdings Ltd is the holding company of the trading business Bryan W Nash & Sons Ltd whose principal strategic focus remains the supply of high-quality ingredients to the global food & beverage industries. The year was characterised by falling grain prices and rising beverage prices, which created mixed pressures on margins and volumes. Thanks to our strong, long-standing relationships with trusted suppliers and customers, we’ve been able to navigate these challenges effectively. The business has continued to address these market challenges with ongoing investment in people, IT & sustainability.
Principal risks and uncertainties
Key areas of business risk include supply chain management and service delivery, product quality and compliance to BRC standards, working capital management and currency exposure risk. Management is focused on nurturing strong relationships with current customers and suppliers, while also developing new customers and markets to foster growth. Continual investment in resources across all business functions has ensured that service levels remain high. The business retains a prudent and measured approach to working capital management and currency hedging to mitigate any FX risks. The Group manages credit risk through robust credit control procedures & regular customer reviews. Concentration risk is limited due to a diversified customer base.
Financial key performance indicators
The consolidated accounts have been prepared to include Ashtree Commodities Ltd (non-trading) and Bryan Nash & Sons Ltd and its subsidiary companies Nash Beverages Ingredients Ltd. Group turnover of £ 49,233,581 for the year represented a 8.4% decrease over the prior year and operating profit after tax was £ 2,109,345 for 2025 versus £ 3,378,407 for 2024. As at 31 May 2025 net current assets amounted to £ 17,431,836 in year compared to £ 15,741,885 as at 31 May 2024.
Future Developments
The Directors are optimistic about the future of the business and are committed to investing in people, systems, sustainability, processes to enhance customer service levels and uphold corporate compliance in an increasingly complex market environment.
Section 172 Companies Act 2006
In performing their duties, the Directors of Whatmore Holdings Limited, are required to act in a way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its shareholders, and in so doing have regard (amongst other matters) to: Maintaining a robust code of conduct & ensuring that all employees understand and adhere to established business practices, including measures to prevent corruption, fraud, and other activities that could harm the group's reputation. Group policies and procedures are documented in the staff handbook which is required reading for all employees. Quarterly senior management meetings take place to ensure that business updates are shared across all functions. Page 1
WHATMORE HOLDINGS LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025 Maintaining the group's business relationships with suppliers, customers, and others. In supplier and customer relationships, the group prioritises transparency, best trade practice and ethical conduct. It actively seeks to build long-term, mutually beneficial partnerships. The commercial team regularly meets with customers and suppliers either through in-person visits or via online conferencing platforms to foster and maintain strong business relationships. Considering the likely consequences of any decision in the long term. Before making a major investment decision, the Board thoroughly assesses the potential long-term consequences, considering not only immediate financial gains but also the sustainability and resilience of the investment over time. Considering the interests of the group's employees. The group actively engages with employees through regular communication channels, implements policies that support employee well-being and encourages professional development. Regular performance reviews are conducted during which matters of staff development and training are determined. Quarterly senior management meetings are conducted at which commercial and group policy matters are communicated for onward cascading to all staff. Additionally, there are opportunities for one-on-one sessions with the HR Manager to address any individual employee concerns. Considering the impact of the group's operations on the community and the environment. Whatmore Holdings Ltd looks to secure employees and service providers from within the immediate local community wherever feasible to do so. The business complies with the packaging regulations as per the Extended Producer Responsibility (EPR) legislation, which is carefully monitored by the Quality department. The directors also consider the group's responsibilities to promote the success of the group while having regard to the need to act fairly between members of the group. When making decisions that may affect different classes of shareholders, the Board considers their different interests and strives to achieve fairness, possibly through consultation of all shareholder groups. Board minutes are maintained accordingly. This report was approved by the board and signed on its behalf.
M. F. Nash Director
Date: 13 November 2025
Page 2
WHATMORE HOLDINGS LIMITED |  |
DIRECTORS' REPORT FOR THE YEAR ENDED 31 MAY 2025 The directors present their report and the audited financial statements for the year ended 31 May 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated audited financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare audited financial statements for each financial year. Under that law the directors have elected to prepare the audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the audited financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these audited financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ∙prepare the audited financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the audited financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The group's principal activity during the year continued to be that of commodity trading.
Results and dividends
The profit for the year, after taxation and minority interests, amounted to £1,807,435 (2024 - £3,156,139). The directors have declared a dividend of £489,096 (2024 - £1,305,796) in the year.
Directors
The directors who served during the year were:
M. F. Nash
C. J. Nash (appointed 5 November 2024) (appointed 5 November 2024)
Streamlines Energy and Carbon Reporting (SECR)
The Directors have assessed electricity consumption reports provided by British Gas relating to Whatmore House, 136 South Street, Dorking, Surrey, England, RH4 2EU for the reporting period. These show a consumption of 22,774 kWh (2024: 14,706 kWh). The Directors considered all significant energy sources and have concluded that the group is exempt from reporting under the current regulations. Page 3
WHATMORE HOLDINGS LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025
Matters covered in the Group strategic report
The company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Strategic report information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors’ report have been omitted as they are included in the Strategic Report on page 1. These matters relate to future developments.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Auditor
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
M. F. Nash Director
Date: 13 November 2025
Page 4
WHATMORE HOLDINGS LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHATMORE HOLDINGS LIMITED
Opinion
We have audited the financial statements of Whatmore Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 May 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 of the parent Company's affairs as at 31 May 2025 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Director 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 Director 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. Page 5
WHATMORE HOLDINGS LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHATMORE HOLDINGS LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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: ∙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' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, the Director 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 Director 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 Director are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Director either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 6
WHATMORE HOLDINGS LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHATMORE HOLDINGS LIMITED (CONTINUED)
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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant: −The Companies Act 2006; −Financial Reporting Standard 102; −UK Employment Legislation; −General Data Protection Regulations; −British Retail Consortium Global Standards; −UK Tax Legislation; and −UK Health and Safety legislation. ∙We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. ∙We understood how the parent Company and the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the Group secretary. We corroborated our inquiries through our review of board minutes. ∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. ∙We assessed the susceptibility of the Group financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the Group engagement team and component auditors/engagement team included: −Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; −Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; −Challenging assumptions and judgements made by management in it's significant accounting estimates; and −Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. ∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas; −Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount; −Timing of revenue recognition. −The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in it's best interests. Page 7
WHATMORE HOLDINGS LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHATMORE HOLDINGS LIMITED (CONTINUED) Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Caroline Milton FCA (Senior statutory auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor Ashcombe House 5 The Crescent Leatherhead Surrey KT22 8DY 18 November 2025 Page 8
WHATMORE HOLDINGS LIMITED |  |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MAY 2025
|  | As restated
| 2025 | 2024
Note | £ | £
Turnover | 4 | 49,233,581 | 53,724,579
Cost of sales |  | (44,161,342) | (46,872,965)
Gross profit |  | 5,072,239 | 6,851,614
Administrative expenses |  | (2,707,103) | (2,678,598)
Gains/(losses) from changes in fair value of forward contracts | 20 | 124,285 | 211,042
Operating profit | 5 | 2,489,421 | 4,384,058
Gain on revaluation of current asset investments | 18 | 56,593 | 110,430
Interest receivable and similar income | 9 | 225,171 | 166,683
Interest payable and similar expenses | 10 | (16,034) | -
Profit before taxation |  | 2,755,151 | 4,661,171
Tax on profit | 11 | (645,806) | (1,282,764)
Profit for the financial year |  | 2,109,345 | 3,378,407
Total comprehensive income for the year |  | 2,109,345 | 3,378,407
Profit for the year attributable to: |  |  |
Non-controlling interests |  | 301,910 | 222,268
Owners of the parent Company |  | 1,807,435 | 3,156,139
|  | 2,109,345 | 3,378,407
Total comprehensive income for the year attributable to: |  |  |
Non-controlling interest |  | 301,910 | 222,268
Owners of the parent Company |  | 1,807,435 | 3,156,139
|  | 2,109,345 | 3,378,407
There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.
The notes on pages 16 to 32 form part of these financial statements.
Page 9
WHATMORE HOLDINGS LIMITED REGISTERED NUMBER:09949620 |  |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 449,474 |  | 866,223
Tangible assets | 14 |  | 31,922 |  | 33,085
|  |  | 481,396 |  | 899,308
Current assets |  |  |  |  |
Stocks | 16 | 2,299,039 |  | 1,794,538 |
Debtors | 17 | 10,289,380 |  | 6,372,057 |
Current asset investments | 18 | 7,947,413 |  | 859,326 |
Cash at bank and in hand |  | 5,943,429 |  | 13,566,459 |
|  | 26,479,261 |  | 22,592,380 |
Creditors: amounts falling due within one year | 19 | (9,047,425) |  | (6,850,495) |
Net current assets |  |  | 17,431,836 |  | 15,741,885
Total assets less current liabilities |  |  | 17,913,232 |  | 16,641,193
Provisions for liabilities |  |  |  |  |
Deferred taxation | 21 | (46,718) |  | (123,423) |
|  |  | (46,718) |  | (123,423)
Net assets |  |  | 17,866,514 |  | 16,517,770
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 10,225,000 |  | 10,225,000
Profit and loss account | 23 |  | 7,545,174 |  | 6,226,835
Non-controlling interests |  |  | 96,340 |  | 65,935
Total equity |  |  | 17,866,514 |  | 16,517,770
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
M. F. Nash
Director
Date: 13 November 2025
The notes on pages 16 to 32 form part of these financial statements. Page 10
WHATMORE HOLDINGS LIMITED REGISTERED NUMBER:09949620 |  |
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 15 |  | 10,000,865 |  | 10,225,000
|  |  | 10,000,865 |  | 10,225,000
Current assets |  |  |  |  |
Debtors | 17 | 128,583 |  | 1,255 |
Current asset investments | 18 | 7,947,413 |  | - |
Cash at bank and in hand |  | 279,037 |  | 6,487,742 |
|  | 8,355,033 |  | 6,488,997 |
Creditors: amounts falling due within one year | 19 | (1,728,280) |  | (1,260,213) |
Net current assets |  |  | 6,626,753 |  | 5,228,784
Total assets less current liabilities |  |  | 16,627,618 |  | 15,453,784
Net assets |  |  | 16,627,618 |  | 15,453,784
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 10,225,000 |  | 10,225,000
Profit and loss account brought forward |  | 5,228,784 |  | 2,419,701 |
Profit for the year |  | 1,662,930 |  | 4,114,879 |
Other changes in the profit and loss account |  | (489,096) |  | (1,305,796) |
Profit and loss account carried forward |  |  | 6,402,618 |  | 5,228,784
Total equity |  |  | 16,627,618 |  | 15,453,784
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
M. F. Nash
Director
Date: 13 November 2025
The notes on pages 16 to 32 form part of these financial statements. Page 11
WHATMORE HOLDINGS LIMITED |  |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2025
| Called up share capital | Profit and loss account | Equity attributable to owners of parent Company | Non-controlling interests | Total equity
| £ | £ | £ | £ | £
At 1 June 2023 | 10,225,000 | 4,376,492 | 14,601,492 | 53,891 | 14,655,383
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | 3,156,139 | 3,156,139 | 222,268 | 3,378,407
Total comprehensive income for the year | - | 3,156,139 | 3,156,139 | 222,268 | 3,378,407
Contributions by and distributions to owners |  |  |  |  |
Dividends declared and paid | - | (1,305,796) | (1,305,796) | (210,224) | (1,516,020)
Total transactions with owners | - | (1,305,796) | (1,305,796) | (210,224) | (1,516,020)
At 1 June 2024 | 10,225,000 | 6,226,835 | 16,451,835 | 65,935 | 16,517,770
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | 1,807,435 | 1,807,435 | 301,910 | 2,109,345
Total comprehensive income for the year | - | 1,807,435 | 1,807,435 | 301,910 | 2,109,345
Contributions by and distributions to owners |  |  |  |  |
Dividends declared and paid | - | (489,096) | (489,096) | (271,505) | (760,601)
Total transactions with owners | - | (489,096) | (489,096) | (271,505) | (760,601)
At 31 May 2025 | 10,225,000 | 7,545,174 | 17,770,174 | 96,340 | 17,866,514
| The notes on pages 16 to 32 form part of these financial statements.
Page 12
WHATMORE HOLDINGS LIMITED |  |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 June 2023 | 10,225,000 | 2,419,701 | 12,644,701
Comprehensive income for the year |  |  |
Profit for the year | - | 4,114,879 | 4,114,879
Total comprehensive income for the year | - | 4,114,879 | 4,114,879
Contributions by and distributions to owners |  |  |
Dividends declared and paid | - | (1,305,796) | (1,305,796)
Total transactions with owners | - | (1,305,796) | (1,305,796)
At 1 June 2024 | 10,225,000 | 5,228,784 | 15,453,784
Comprehensive income for the year |  |  |
Profit for the year | - | 1,662,930 | 1,662,930
Total comprehensive income for the year | - | 1,662,930 | 1,662,930
Contributions by and distributions to owners |  |  |
Dividends declared and paid | - | (489,096) | (489,096)
Total transactions with owners | - | (489,096) | (489,096)
At 31 May 2025 | 10,225,000 | 6,402,618 | 16,627,618
| The notes on pages 16 to 32 form part of these financial statements.
Page 13
WHATMORE HOLDINGS LIMITED |  |
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MAY 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 2,109,345 | 3,378,407
Adjustments for: |  |
Amortisation of intangible assets | 444,782 | 389,479
Depreciation of tangible assets | 17,655 | 14,959
Interest paid | 16,034 | -
Interest received | (225,171) | (166,683)
Taxation charge | 709,724 | 1,252,533
(Increase)/decrease in stocks | (504,501) | 71,656
(Increase)/decrease in debtors | (3,083,771) | 2,281,315
Increase in creditors | 2,570,080 | 58,960
Net fair value (gains) recognised in P&L | (56,593) | (110,430)
Corporation tax (paid) | (1,993,131) | (1,007,852)
Net cash generated from operating activities | 4,453 | 6,162,344
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (28,033) | (137,127)
Purchase of tangible fixed assets | (16,492) | (20,112)
Purchase of unlisted and other investments | (7,835,000) | -
Sale of unlisted and other investments | 803,506 | -
Interest received | 225,171 | 166,683
Net cash from investing activities | (6,850,848) | 9,444
Cash flows from financing activities |  |
Dividends paid | (489,096) | (1,305,796)
Non-controlling interest dividends paid | (271,505) | (210,224)
Interest paid | (16,034) | -
Net cash used in financing activities | (776,635) | (1,516,020)
Net (decrease)/increase in cash and cash equivalents | (7,623,030) | 4,655,768
Cash and cash equivalents at beginning of year | 13,566,459 | 8,910,691
Cash and cash equivalents at the end of year | 5,943,429 | 13,566,459
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 5,943,429 | 13,566,459
| 5,943,429 | 13,566,459
Page 14
WHATMORE HOLDINGS LIMITED |  |
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 MAY 2025
| At 1 June 2024 | Cash flows | At 31 May 2025
| £ | £ | £
Cash at bank and in hand | 13,566,459 | (7,623,030) | 5,943,429
| 13,566,459 | (7,623,030) | 5,943,429
The notes on pages 16 to 32 form part of these financial statements.
Page 15
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
1. | General information
Whatmore Holdings Limited is a private Group limited by shares and incorporated in England and Wales. The address of the registered office and principal place of business is disclosed on the Company information page. The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentation currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Page 16
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation (continued)
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.4 | Revenue
Revenue is derived from the sale of wheat and other wholesale products. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is recognised on contractual agreements based on the International Commercial Terms and is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.7 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. 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 Company and the Group operate and generate income. Page 17
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.7 | Current and deferred taxation (continued)
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.8 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life which is deemed 10 years. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Computer software assets represent the capitalised costs incurred by the Group in implementing its finance system. Computer software is amortised over a period of 3 years as this is the directors' best estimate of the period for which the software will be utilised before a replacement or upgrade is required. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. All amortisation expenses are presented within administrative expenses in the financial statements. Page 18
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.9 | Tangible assets
Tangible assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | 25% | per annum straight line method
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.10 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in unlisted company shares are held within current assets.
| 2.11 | 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. At each reporting date, stocks are assessed for impairment. If stock is 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.
| 2.12 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 19
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.13 | Financial instruments
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
| 2.14 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Determining the fair value of FX contracts is an area of significant judgement. The directors review the FX contracts and make a judgement based on the valuation provided by the bank of the profit/loss on each contract at the year end. Determining the provision for slow moving or obsolete stock is an area of significant judgement. The directors review the slow moving stock items and make a judgement on a case by case basis. A stock provision of £14,437 has been made for the year ending 31 May 2025 (2024 - £Nil). Page 20
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of goods | 49,233,581 | 53,724,579
|  | 49,233,581 | 53,724,579
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 38,267,954 | 39,539,714
| Rest of Europe | 9,160,016 | 13,127,313
| Rest of the world | 1,805,611 | 1,057,552
|  | 49,233,581 | 53,724,579
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amortisation | 444,782 | 389,479
| Depreciation | 17,655 | 14,959
| Exchange differences | 437,809 | 618,006
| Loss/(gain) from changes in fair value of forward contracts | (124,285) | (211,042)
| Other operating lease rentals | 41,733 | 40,944
Page 21
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
6. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor and its associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Group's auditor and its associates for the audit of the Company annual financial statements | 6,000 | 5,750
| Fees payable to the Group's auditor and its associates for the audit of the Subsidiaries annual financial statements | 18,100 | 17,500
| All other fees in relation to the Company | 4,500 | 5,370
| All other fees in relation to the Subsidiaries | 6,340 | 9,425
7. | Employees
| Staff costs, including the directors' remuneration, was as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 940,666 | 894,369 | 16,000 | 16,000
| Social security costs | 101,341 | 101,843 | 150 | -
| Cost of defined contribution scheme | 185,354 | 86,458 | - | -
|  | 1,227,361 | 1,082,670 | 16,150 | 16,000
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration | 12 | 13
|  | Sales | 5 | 3
|  |  | 17 | 16
Page 22
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 29,661 | 27,450
| Group contributions to defined contribution pension schemes | 132,665 | 39,996
|  | 162,326 | 67,446
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
9. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest receivable | 225,171 | 166,683
|  | 225,171 | 166,683
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest payable | 16,034 | -
|  | 16,034 | -
Page 23
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 786,429 | 1,204,127
| Adjustments in respect of previous periods | (63,918) | 30,231
|  | 722,511 | 1,234,358
| Total current tax | 722,511 | 1,234,358
| Deferred tax |  |
| Origination and reversal of timing differences | (76,705) | 48,406
| Total deferred tax | (76,705) | 48,406
| Tax on profit | 645,806 | 1,282,764
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit before tax | 2,755,151 | 4,661,171
| Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%) | 688,788 | 1,165,293
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 83,582 | 83,832
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | (8,546) | 2,727
| Adjustments to tax charge in respect of prior periods | (63,918) | 30,912
| Non-taxable income | - | (27,608)
| Chargeable gains | (54,100) | 27,608
| Total tax charge for the year | 645,806 | 1,282,764
Page 24
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
12. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends | 489,096 | 1,305,796
|  | 489,096 | 1,305,796
13. | Intangible assets
| Group
|  | Computer software | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 June 2024 | 305,606 | 3,353,285 | 3,658,891
| Additions - internal | 28,033 | - | 28,033
| At 31 May 2025 | 333,639 | 3,353,285 | 3,686,924
| Amortisation |  |  |
| At 1 June 2024 | 54,150 | 2,738,518 | 2,792,668
| Charge for the year | 109,453 | 335,329 | 444,782
| At 31 May 2025 | 163,603 | 3,073,847 | 3,237,450
| Net book value |  |  |
| At 31 May 2025 | 170,036 | 279,438 | 449,474
| At 31 May 2024 | 251,456 | 614,767 | 866,223
| The Company has no intangible assets.
Page 25
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
14. | Tangible assets
| Group
|  | Office equipment
|  | £
| Cost |
| At 1 June 2024 | 85,962
| Additions | 16,492
| At 31 May 2025 | 102,454
| Depreciation |
| At 1 June 2024 | 52,877
| Charge for the year | 17,655
| At 31 May 2025 | 70,532
| Net book value |
| At 31 May 2025 | 31,922
| At 31 May 2024 | 33,085
| The Company has no tangible assets.
Page 26
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
15. | Investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 June 2024 | 10,225,000
| At 31 May 2025 | 10,225,000
| Impairment |
| Charge for the year | 224,135
| At 31 May 2025 | 224,135
| Net book value |
| At 31 May 2025 | 10,000,865
| At 31 May 2024 | 10,225,000
| The Group has no investments.
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Bryan W. Nash & Sons Limited | Ordinary | 99%
| Nash Beverage Ingredients Limited * | Ordinary | 75%
| Ashtree Commodities Limited | Ordinary | 100%
| *Indirect subsidiaries All group companies are included within the consolidated financial statements and have the same registered office address as Whatmore Holdings Limited, which can be found on the company information page. The Company has fully guaranteed all liabilities of Nash Beverage Ingredients Limited (Company number: 13166482) and Ashtree Commodities Limited (Company number: 06856610). The subsidiaries are therefore exempt from audit obligations in accordance with section 479A of the Companies Act.
Page 27
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
16. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 2,299,039 | 1,794,538
|  | 2,299,039 | 1,794,538
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
| The provision charged to the profit and loss in the year was £14,437 (2024 - £Nil). The Company has no stock.
17. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 9,277,230 | 6,289,565 | - | -
| Other debtors | 128,583 | 32,477 | 128,583 | 1,255
| Prepayments and accrued income | 883,567 | 50,015 | - | -
|  | 10,289,380 | 6,372,057 | 128,583 | 1,255
18. | Current asset investments
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Unlisted investments | 7,947,413 | 859,326 | 7,947,413 | -
|  | 7,947,413 | 859,326 | 7,947,413 | -
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Unlisted investments |  |  |  |
| Opening fair value | 859,326 | 748,896 | - | -
| Purchases | 7,835,000 | - | 7,835,000 | -
| Disposal | (803,506) | - | - | -
| Gains on remeasurement to fair value | 56,593 | 110,430 | 112,413 | -
| Market value | 7,947,413 | 859,326 | 7,947,413 | -
Page 28
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 6,093,344 | 4,484,296 | - | -
| Amounts owed to group undertakings | - | - | 1,456,259 | 876,967
| Corporation tax | 542,158 | 901,331 | - | 371,626
| Other taxation and social security | 1,218,960 | 574,301 | 1,151 | -
| Other creditors | 659,565 | 302,657 | 258,000 | -
| Accruals and deferred income | 416,239 | 346,466 | 12,870 | 11,620
| Foreign exchange financial liability | 117,159 | 241,444 | - | -
|  | 9,047,425 | 6,850,495 | 1,728,280 | 1,260,213
| NatWest PLC has a mortgage debenture dated 12 November 1996, which includes a specific equitable charge over all freehold and leasehold properties and/or the proceeds of their sale, as well as fixed and floating charges over its undertaking and all present and future property and assets. Amounts owed to group undertakings are interest free and repayable on demand
20. | Financial instruments measured at fair value
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Financial liabilities |  |
| Financial instruments measured at fair value through profit or loss | (117,159) | (241,444)
| The movement in fair value in respect of financial instruments gain of £124,285 (2024 - £211,042) has been recognised in fair value movement.
| The Company has no financial liabilities held at fair value.
21. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (123,423)
| Charged to profit or loss | 76,705
| At end of year | (46,718)
Page 29
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 21.Deferred taxation (continued)
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Fixed asset timing differences | (48,530) | (71,135)
| Short term timing differences | 1,812 | 1,812
| Capital gains | - | (54,100)
|  | (46,718) | (123,423)
| The Company has no deferred tax.
22. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 5,214,750 (2024 - 5,214,750) Ordinary A shares shares of £1 each | 5,214,750 | 5,214,750
|  | 4,052,750 (2024 - 4,052,750) Ordinary B shares shares of £1 each | 4,052,750 | 4,052,750
|  | 460,000 (2024 - 460,000) Ordinary C shares shares of £1 each | 460,000 | 460,000
|  | 460,000 (2024 - 460,000) Ordinary D shares shares of £1 each | 460,000 | 460,000
|  | 12,500 (2024 - 12,500) Ordinary E shares shares of £1 each | 12,500 | 12,500
|  | 12,500 (2024 - 12,500) Ordinary F shares shares of £1 each | 12,500 | 12,500
|  | 12,500 (2024 - 12,500) Ordinary G shares shares of £1 each | 12,500 | 12,500
|  |  | 10,225,000 | 10,225,000
| Each ordinary share carries voting rights and there are no restrictions on the distribution of dividends. The shares rank pari passu.
Page 30
WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
23. | Reserves
Called up share capital The share capital account represents the par value of the shares allotted in the company. Non controlling interest This reserve records retained earnings and accumulated losses for the non controlling interest at the year end. Profit and loss account The profit and loss account contains the balance of retained earnings to carry forward. It is fully distributable and shown as part of shareholders' reserves on the balance sheet.
24. | Prior year adjustment
During the year it was identified that a reclassification of foreign exchange between losses from changes in fair value forward contracts and administrative expenditure was required in the year ended 31 May 2024 to more fairly reflect the nature of these expenses. This reclassification totalled £618,006. There is no profit or tax effect to these adjustments.
25. | Contingent liabilities
At the year end, the subsidiary company, Bryan W. Nash & Sons Limited, had an outstanding letter of credit with a maximum potential liability of $1,123,200 as at 31 May 2025 and of this, $565,608 was drawn down at the year end. This instrument has been issued through NatWest bank in favour of a supplier to guarantee payments for the purchase of goods.
26. | Pension commitments
The Group operates a defined contributions pension scheme. Contributions totaling £5,587 (2024 - £4,933) were payable to the fund at the reporting date and are included in creditors. The Company had £Nil (2024 - £Nil) pension contributions outstanding at the year end.
27. | Commitments under operating leases
| At 31 May 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 52,270 | 21,912
| Later than 1 year and not later than 5 years | 139,067 | 9,142
|  | 191,337 | 31,054
| The Company had no commitments under non-cancellable operating leases.
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WHATMORE HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
28. | Related party transactions
The Company is exempt from disclosing related party transactions undertaken with other wholly owned members of the group that have been concluded under normal market conditions. During the year, a subsidiary within the Group entered into transactions with a director of another subsidiary within the Group. As at the year end, the net amount payable from the director totalled £Nil (2024: £31,220). This balance is included within other debtors, is unsecured, and is repayable on demand. During the year there were transactions with Nash Beverage Ingredients Limited, which the Group own 75% of the shareholding. Total business development services costs amounted to £2,569,271 (2024: £1,949,528) whilst management and other recharges amounted to £1,056,406 (2024: £894,177). At the year end, a Company within the Group owed another subsidiary within the Group £1,027,168 (2024: £642,498) which is eliminated on consolidation and so not included within these financial statements. A director of a company within the Group owed Bryan W. Nash & Sons Limited £Nil (2024: £31,220) which was included in other debtors.
29. | Controlling party
The ultimate controlling party is M F Nash by virtue of his shareholding.
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