Company registration number: 01145449
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2025
The directors present their Strategic Report for Bryan W. Nash & Sons Limited (the 'Company') with the audited financial statements for the year ended 31 May 2025.
The Company’s principal strategic focus remains the supply of high-quality ingredients to the global food & beverage industries, whilst maintaining its traditional core values of excellent service, integrity and mutual respect for all its’ stakeholders.
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.
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.
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.
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.
Turnover of £49,233,581 for the year represented a 8.4% decline over the prior year and profit after tax was £1,906,930 for 2025 versus £2,324,092 for 2024. Net current assets amounted to £10,401,181 as at 31 May 2025 compared to £10,007,361 as at 31 May 2024.
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.
In performing their duties, the Directors of Bryan W Nash & Sons Ltd are required to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders, and in doing so have regard (amongst other matters) to:
The desirability of the company maintaining a reputation for high standards of business conduct.
The need to maintain the company's business relationships with suppliers, customers, and others.
The likely consequences of any decision in the long term.
The interests of the company's employees.
The impact of the company's operations on the community and the environment.
The desirability of the company maintaining a reputation for high standards of business conduct.
The need to maintain the company's business relationships with suppliers, customers, and others.
The likely consequences of any decision in the long term.
The interests of the company's employees.
The impact of the company's operations on the community and the environment.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
The Directors also consider the Company's responsibilities to promote the success of the Company while having regard to the need to act fairly between members of the Company.
This report was approved by the board and signed on its behalf.
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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.
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the audited financial statements in accordance with applicable law and regulations.
In preparing these audited financial statements, the Directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently; and
∙make judgments and accounting estimates that are reasonable and prudent; and
∙prepare the audited financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £1,906,930 (2024 - £2,324,092).
The directors have declared a dividend of £1,518,988 (2024 - £3,037,974) in the year.
The Directors who served during the year were:
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
The Group reporting on greenhouse gas emissions, energy consumption and energy efficiency action is included in the consolidated group financial statements of Whatmore Holdings Limited, of which this company is a member during the year. Full disclosure can be found in the Whatmore Holdings Limited financial statements for the year ended 31 May 2025.
The Group reporting on greenhouse gas emissions, energy consumption and energy efficiency action is included in the consolidated group financial statements of Whatmore Holdings Limited, of which this company is a member during the year. Full disclosure can be found in the Whatmore Holdings Limited financial statements for the year ended 31 May 2025.
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.
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DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025
Subsequent to the reporting date, a decision was made to close the dormant company Ashtree Commodities Limited, which Bryan W. Nash & Sons Limited holds 10% ownership in. This does not affect the financial position as at the reporting date or in future reporting periods.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRYAN W. NASH & SONS LIMITED
We have audited the financial statements of Bryan W. Nash & Sons Limited (the 'company') for the year ended 31 May 2025, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position 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 auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRYAN W. NASH & SONS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRYAN W. NASH & SONS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙The company 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 company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures. We corroborated out 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 recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the company 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 its 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; and
−The use of management override of controls to manipulate results, or to cause the company to enter into transactions not in it's best interests.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRYAN W. NASH & SONS 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.
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 Auditor
Ashcombe House
5 The Crescent
Surrey
KT22 8DY
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STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MAY 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 26 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
Bryan W. Nash Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is disclosed on the Company Information page, which is also its principal place of business.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.
2.Accounting policies
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 management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Whatmore Holdings Limited as at 31 May 2025 and these financial statements may be obtained from Companies House.
The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
Functional and presentation currency
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
2.Accounting policies (continued)
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
2.Accounting policies (continued)
Computer software assets represent the capitalised costs incurred by the Company 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 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.
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:
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.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
2.Accounting policies (continued)
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.
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.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Basic 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.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
2.Accounting policies (continued)
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.
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).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
13.Taxation (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
23.Deferred taxation (continued)
Share capital
Share premium account
Profit and loss account
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
At the year end, the company 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.
The company 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 immediate parent undertaking is Whatmore Holdings Limited.
The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Whatmore Holdings Limited. Copies of the Whatmore Holdings Limited consolidated financial statements can be obtained from Companies House.
The ultimate controlling party is M F Nash by virtue of his shareholding in Whatmore Holdings Limited.
The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Whatmore Holdings Limited. Copies of the Whatmore Holdings Limited consolidated financial statements can be obtained from Companies House.
The ultimate controlling party is M F Nash by virtue of his shareholding in Whatmore Holdings Limited.
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