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REGISTERED NUMBER: 15086504 (England and Wales)







GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

FOR

BERNHARD & CO. HOLDINGS LIMITED

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025










Page

Company Information 1

Group Strategic Report 2

Report of the Director 4

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 17


BERNHARD & CO. HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 JUNE 2025







DIRECTOR: J J Bernhard





REGISTERED OFFICE: 2 Church Walk
Rugby
Warwickshire
CV21 3AZ





REGISTERED NUMBER: 15086504 (England and Wales)





AUDITORS: Prime
Chartered Accountants
Statutory Auditor
161 Newhall Street
Birmingham
B3 1SW

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025


The director presents his strategic report of the company and the group for the year ended 30 June 2025.

Sustaining Global Leadership in a Shifting Landscape
In the year under review, Bernhard & Co Holdings Limited group has not only upheld its global leadership in sports turf technologies but has also successfully navigated a period of significant global transition. We have reaffirmed our commitment to delivering world-class grinding machines and turf care solutions to prestigious golf courses and sports facilities across the globe. While supply chain and staffing pressures have shown signs of easing, new challenges including US tariff threats, ongoing geopolitical instability, and foreign exchange volatility have emerged. Through it all, we have remained strategically agile, resolute in our focus, and dedicated to empowering our customers to achieve exceptional cutting precision with simplicity, efficiency, and accuracy.

Navigating New Market Complexities
Our products' international presence remains a core strength and a key focus. The easing of supply chain disruptions and workforce shortages has allowed us to make significant progress in reducing lead times and improving service levels. However, this recovery is now set against a backdrop of wider economic uncertainty and the potential for new trade barriers. The threat of additional US tariffs necessitates careful strategic planning for our key market, while the broader risk of global instability requires heightened vigilance. By proactively managing these complexities, we continue to make a substantial impact on raising the standards of golf courses and sports facilities worldwide.

Sustainability and Conservation as a Constant
Amidst a fluctuating economic climate, our dedication to sustainability and conservation remains a non-negotiable pillar of our operations. We continue to support and develop research and educational programmes, promoting environmentally responsible and sustainable practices within the turf industry. This commitment ensures the longevity and preservation of sports facilities worldwide, providing value that transcends short-term economic cycles.

Innovation as a Shield Against Volatility
Innovation remains central to our strategy, serving as our primary tool for mitigating external risks. Our strengthened team has worked diligently to advance our product portfolio, ensuring we stay at the forefront of technological advancements. This focus allows us to meet our customers' evolving needs and continue to provide comprehensive, high-value solutions, including advisory and installation services for surface air movement and moisture control systems, even in an uncertain global environment.

Principal Risks and Uncertainties
The principal risks and uncertainties facing the group are as follows:
- Foreign Exchange (Forex) Volatility and Trade Wars: Fluctuations in foreign exchange rates, potentially exacerbated by escalating trade wars, pose a significant risk to profitability. The group continues to mitigate this risk through a disciplined approach to forward exchange contracts and strategic financial planning.
- Geopolitical and Macroeconomic Instability: Global conflict, political unrest, and wider economic fragility continue to threaten stable shipping routes, energy prices, and overall production costs. This requires constant monitoring and agile supply chain management.
- US Tariff Threats: The potential for new and increased tariffs on goods imported into the United States presents a direct risk to cost structures and pricing in our most significant market. We are actively evaluating strategies, including potential supply chain adjustments and cost optimisation programmes, to mitigate this impact.
- Supply Chain Resilience: While issues have eased, the global supply chain remains susceptible to shocks. We continue to focus on diversifying our supplier base and proactively sourcing critical components to build resilience against future disruptions.








BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025

Key Performance Indicators (KPIs)
The Board monitors the group's progress using the following KPIs:
- Turnover: We aim to continually grow revenue by leveraging our reputation for quality, navigating tariff-related challenges, and expanding our customer base in both new and existing markets.
- Gross Profit Margin: Protecting our margin is a key priority in the face of inflationary pressures and potential tariff costs. We will continue to seek improvements by optimising efficiencies, managing costs effectively, and implementing strategic pricing measures.
- Lead Times: We have made excellent progress in reducing lead times as supply chain and labour issues have eased. Our focus remains on sustaining these improvements and building a more robust and responsive production operation to guard against future volatility.

Looking ahead with Cautious Optimism
As we move forward, Bernhard & Co Holdings Limited group remains committed to prioritising customer satisfaction, innovation, and sustainability. We will navigate the evolving challenges of trade policy, forex impacts, and economic uncertainty with strategic foresight. Our dedication to excellence and agility will guide our efforts, ensuring we continue to deliver unparalleled value and service to our customers and stakeholders across the globe.

Gratitude and Resolve for the Future
In closing, we express our heartfelt gratitude to our dedicated team, loyal customers, and stakeholders for their incredible support and resilience. The lessons of recent years have made us a stronger, more agile group. We look forward to a future where our collective resolve ensures continued growth, success, and shared prosperity. Together, we are poised for another year of strategic progress and achievement.

ON BEHALF OF THE BOARD:





J J Bernhard - Director


24 November 2025

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 30 JUNE 2025


The director presents his report with the financial statements of the company and the group for the year ended 30 June 2025.

DIVIDENDS
No dividends will be distributed for the year ended 30 June 2025.

DIRECTORS
J J Bernhard has held office during the whole of the period from 1 July 2024 to the date of this report.

Other changes in directors holding office are as follows:

S G Bernhard ceased to be a director after 30 June 2025 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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 company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the 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 group's auditors are aware of that information.

AUDITORS
The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





J J Bernhard - Director


24 November 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BERNHARD & CO. HOLDINGS LIMITED


Opinion
We have audited the financial statements of Bernhard & Co. Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 30 June 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 Auditors' 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 and 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 director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BERNHARD & CO. HOLDINGS LIMITED


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director 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 Report of the Director.

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 director
As explained more fully in the Statement of Director's Responsibilities set out on page four, 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 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 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 intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BERNHARD & CO. HOLDINGS LIMITED


We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC and other relevant parties.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.




Morgan Davies FCA (Senior Statutory Auditor)
for and on behalf of Prime
Chartered Accountants
Statutory Auditor
161 Newhall Street
Birmingham
B3 1SW

5 December 2025

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025

Year ended Period
30.6.25 21.8.23 to 30.6.24
Notes £    £    £    £   

TURNOVER 15,940,408 11,399,391

Cost of sales 9,503,224 6,974,983
GROSS PROFIT 6,437,184 4,424,408

Distribution costs 1,952,158 1,630,129
Administrative expenses 2,395,672 1,617,875
4,347,830 3,248,004
2,089,354 1,176,404

Other operating income 15,034 1,559
OPERATING PROFIT 4 2,104,388 1,177,963

Profit on sale of investment 5 - 58,428
2,104,388 1,236,391


Interest payable and similar expenses 6 101,782 103,454
Other finance costs 21 2,000 9,000
103,782 112,454
PROFIT BEFORE TAXATION 2,000,606 1,123,937

Tax on profit 7 445,434 386,974
PROFIT FOR THE FINANCIAL YEAR 1,555,172 736,963
Profit attributable to:
Owners of the parent 1,555,172 736,963

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025

Period
21.8.23
Year ended to
30.6.25 30.6.24
Notes £    £   

PROFIT FOR THE YEAR 1,555,172 736,963


OTHER COMPREHENSIVE INCOME
Actuarial gain/loss on pension liability (52,000 ) 64,000
Movement on deferred tax relating
to pension asset/liability 13,000 (18,000 )
Income tax relating to components of
other comprehensive income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(39,000

)

46,000
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,516,172

782,963

Total comprehensive income attributable to:
Owners of the parent 1,516,172 782,963

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED BALANCE SHEET
30 JUNE 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 (2,230,807 ) (2,824,542 )
Tangible assets 10 2,032,785 2,437,343
Investments 11 - -
(198,022 ) (387,199 )

CURRENT ASSETS
Stocks 12 2,923,471 3,289,134
Debtors 13 2,871,317 1,884,674
Cash at bank and in hand 835,558 2,484
6,630,346 5,176,292
CREDITORS
Amounts falling due within one year 14 2,416,689 2,178,938
NET CURRENT ASSETS 4,213,657 2,997,354
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,015,635

2,610,155

CREDITORS
Amounts falling due after more than one
year

15

(918,572

)

(954,347

)

PROVISIONS FOR LIABILITIES 19 (178,277 ) (217,194 )

PENSION LIABILITY 22 (39,000 ) (75,000 )
NET ASSETS 2,879,786 1,363,614

CAPITAL AND RESERVES
Called up share capital 20 580,651 580,651
Retained earnings 21 2,299,135 782,963
SHAREHOLDERS' FUNDS 2,879,786 1,363,614

The financial statements were approved by the director and authorised for issue on 24 November 2025 and were signed by:





J J Bernhard - Director


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

COMPANY BALANCE SHEET
30 JUNE 2025

2025 2024
Notes £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 1,000,000 1,000,000
1,000,000 1,000,000
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,000,000

1,000,000

CAPITAL AND RESERVES
Called up share capital 20 580,651 580,651
Retained earnings 21 419,349 419,349
SHAREHOLDERS' FUNDS 1,000,000 1,000,000

Company's profit for the financial year - 419,349

The financial statements were approved by the director and authorised for issue on 24 November 2025 and were signed by:





J J Bernhard - Director


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 580,651 - 580,651
Total comprehensive income - 782,963 782,963
Balance at 30 June 2024 580,651 782,963 1,363,614

Changes in equity
Total comprehensive income - 1,516,172 1,516,172
Balance at 30 June 2025 580,651 2,299,135 2,879,786

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 580,651 - 580,651
Total comprehensive income - 419,349 419,349
Balance at 30 June 2024 580,651 419,349 1,000,000

Changes in equity
Balance at 30 June 2025 580,651 419,349 1,000,000

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025

Period
21.8.23
Year ended to
30.6.25 30.6.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,116,597 1,062,229
Interest paid (101,782 ) (103,454 )
Pension contributions paid (90,000 ) (37,824 )
Tax paid (319,468 ) (233,646 )
Net cash from operating activities 1,605,347 687,305

Cash flows from investing activities
Purchase of intangible fixed assets (539,805 ) (248,632 )
Purchase of tangible fixed assets (88,289 ) (147,707 )
Sale of tangible fixed assets 4,062 2,620
Cash and cash equivalents on acquisition - (390,367 )
Net cash from investing activities (624,032 ) (784,086 )

Cash flows from financing activities
Loan repayments in year (42,965 ) (6,011 )
Net cash from financing activities (42,965 ) (6,011 )

Increase/(decrease) in cash and cash equivalents 938,350 (102,792 )
Cash and cash equivalents at
beginning of year

2

(102,792

)

-

Cash and cash equivalents at end of
year

2

835,558

(102,792

)

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

Period
21.8.23
Year ended to
30.6.25 30.6.24
£    £   
Profit before taxation 2,000,606 1,123,937
Depreciation charges 71,053 (60,799 )
Profit on disposal of fixed assets (11,198 ) (61,048 )
Movement in warranty provision 45,488 (3,440 )
Finance costs 103,782 112,454
2,209,731 1,111,104
Decrease in stocks 365,663 130,432
Increase in trade and other debtors (986,643 ) (633,801 )
Increase in trade and other creditors 527,846 454,494
Cash generated from operations 2,116,597 1,062,229

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2025
30.6.25 1.7.24
£    £   
Cash and cash equivalents 835,558 2,484
Bank overdrafts - (105,276 )
835,558 (102,792 )
Period ended 30 June 2024
30.6.24 21.8.23
£    £   
Cash and cash equivalents 2,484 -
Bank overdrafts (105,276 ) -
(102,792 ) -


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025


3. ANALYSIS OF CHANGES IN NET DEBT

Non-cash
At 1.7.24 Cash flow changes At 30.6.25
£    £    £    £   
Net cash
Cash at bank
and in hand 2,484 833,074 - 835,558
Bank overdrafts (105,276 ) 105,276 - -
(102,792 ) 938,350 - 835,558
Debt
Debts falling due
within 1 year (46,939 ) 42,965 (35,775 ) (39,749 )
Debts falling due
after 1 year (954,347 ) - 35,775 (918,572 )
(1,001,286 ) 42,965 - (958,321 )
Total (1,104,078 ) 981,315 - (122,763 )

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025


1. STATUTORY INFORMATION

Bernhard & Co. Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
The company continues to be profitable and the directors have a reasonable expectation that the company will continue in operational existence for at least 12 months form the date of approval of the financial statements. Therefore the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation
The group consolidated financial statements include the financial statements of the company and its subsidiary undertaking made up to 30 June 2025. The results of subsidiary acquired is consolidated for the periods from the date on which control passed.

Business combinations are accounted for under the acquisition method. Where necessary, adjustments are made to the financial statements of subsidiary to bring the accounting policies used in line with those used by the group. All inter-group transactions, balances, income and expenses are eliminated on consolidation.

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

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

In preparing these financial statements, the directors have made the following judgements:

During the year, the company capitalised development costs. These development costs relate to product innovation, and the criteria for capitalisation under FRS 102 Section 18 have been met. The directors have reviewed the carrying amount of capitalised development costs as of the reporting date and confirm that no impairment has been identified.

A stock provision was recognised during the year to cover slow-moving and obsolete stock. The provision was determined based on an assessment of the recoverable amount of inventories in light of current market conditions and historical sales data. The directors have reviewed the carrying amount of inventory at the reporting date and confirm that the provision is adequate to cover expected losses on inventory.

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


2. ACCOUNTING POLICIES - continued

The company recognised a net defined benefit pension liability on the balance sheet. The obligation was calculated based on an actuarial valuation, applying the projected unit credit method in compliance with FRS 102 Section 28. The directors have reviewed the assumptions used in the actuarial valuation, which were determined to be appropriate for the company's circumstances.

The company has recognised a warranty provision in respect of products sold with warranty coverage. The provision is based on the company's past experience with warranty claims, expected future claims, and recent trends in claim frequency and cost. The directors have reviewed the warranty provision at the reporting date and believe it is sufficient to cover future warranty obligations based on current information.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of three years.

Development costs are being amortised evenly over their estimated useful life of seven years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 1% on cost
Plant and machinery - 33.33% on cost
Fixtures and fittings - 33.33% on cost
Motor vehicles - 33.33% on cost and 25% on cost
Other assets - Straight line over 30 years

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
General research expenditure is written off in the year in which it is incurred.

Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. It is amortised over seven years.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
For defined contribution schemes the amount charged in the profit and loss account in respect of pension costs is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

For Schemes regarded as defined benefit schemes, the amounts charged in the profit and loss account are the contributions payable in respect of the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

The Schemes regarded as defined benefit schemes are funded, with the assets of the scheme held separately from those of the company, in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term to the scheme liabilities. The actuarial valuations are obtained annually.

3. EMPLOYEES AND DIRECTORS
Period
21.8.23
Year ended to
30.6.25 30.6.24
£    £   
Wages and salaries 2,534,692 1,995,578
Social security costs 175,394 124,404
Other pension costs 118,095 88,469
2,828,181 2,208,451

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
Period
21.8.23
Year ended to
30.6.25 30.6.24

Employees 61 58

Period
21.8.23
Year ended to
30.6.25 30.6.24
£    £   
Directors' remuneration 25,190 10,522

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period
21.8.23
Year ended to
30.6.25 30.6.24
£    £   
Depreciation - owned assets 124,983 72,649
Profit on disposal of fixed assets (11,198 ) (2,620 )
Goodwill amortisation (385,130 ) (320,942 )
Patents and licences amortisation 63,299 -
Development costs amortisation 267,901 187,495
Auditors' remuneration 29,000 18,138
Foreign exchange differences 115,320 (16,721 )

5. EXCEPTIONAL ITEMS
Period
21.8.23
Year ended to
30.6.25 30.6.24
£    £   
Profit on sale of investment - 58,428

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
21.8.23
Year ended to
30.6.25 30.6.24
£    £   
Bank interest 101,501 103,454
Corporation tax interest 281 -
101,782 103,454

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
Period
21.8.23
Year ended to
30.6.25 30.6.24
£    £   
Current tax:
UK corporation tax 523,281 252,577
Tax under provision (6,442 ) 100,283
Total current tax 516,839 352,860

Deferred tax (71,405 ) 34,114
Tax on profit 445,434 386,974

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period
21.8.23
Year ended to
30.6.25 30.6.24
£    £   
Profit before tax 2,000,606 1,123,937
Profit multiplied by the standard rate of corporation tax in the UK of
25 % (2024 - 25 %)

500,152

280,984

Effects of:
Expenses not deductible for tax purposes 114,566 85,364
Capital allowances in excess of depreciation - (11,306 )
Depreciation in excess of capital allowances 7,646 -
Adjustments to tax charge in respect of previous periods (6,442 ) 100,283
Profit on disposal of assets (2,800 ) (15,262 )
Effect of eliminated profits on consolidation - 57,268
Goodwill amortisation (96,283 ) (80,235 )
Tax apportionment - (64,236 )
Deferred tax (71,405 ) 34,114
Total tax charge 445,434 386,974

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£    £    £   
Actuarial gain/loss on pension liability (52,000 ) - (52,000 )
Movement on deferred tax relating
to pension asset/liability 13,000 - 13,000
(39,000 ) - (39,000 )

21.8.23 to 30.6.24
Gross Tax Net
£    £    £   
Actuarial gain/loss on pension liability 64,000 - 64,000
Movement on deferred tax relating
to pension asset/liability (18,000 ) - (18,000 )
46,000 - 46,000

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. INTANGIBLE FIXED ASSETS

Group
Patents
and Development
Goodwill licences costs Totals
£    £    £    £   
COST
At 1 July 2024 (3,851,302 ) - 1,525,364 (2,325,938 )
Additions - 189,915 349,890 539,805
At 30 June 2025 (3,851,302 ) 189,915 1,875,254 (1,786,133 )
AMORTISATION
At 1 July 2024 (320,942 ) - 819,546 498,604
Amortisation for year (385,130 ) 63,299 267,901 (53,930 )
At 30 June 2025 (706,072 ) 63,299 1,087,447 444,674
NET BOOK VALUE
At 30 June 2025 (3,145,230 ) 126,616 787,807 (2,230,807 )
At 30 June 2024 (3,530,360 ) - 705,818 (2,824,542 )

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


10. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
COST
At 1 July 2024 2,009,618 53,707 321,998
Additions - 5,255 83,034
Disposals - - -
At 30 June 2025 2,009,618 58,962 405,032
DEPRECIATION
At 1 July 2024 104,829 20,293 206,735
Charge for year 20,536 13,931 79,017
Eliminated on disposal - - -
At 30 June 2025 125,365 34,224 285,752
NET BOOK VALUE
At 30 June 2025 1,884,253 24,738 119,280
At 30 June 2024 1,904,789 33,414 115,263

Motor Other
vehicles assets Totals
£    £    £   
COST
At 1 July 2024 62,802 559,016 3,007,141
Additions - - 88,289
Disposals (55,737 ) (559,016 ) (614,753 )
At 30 June 2025 7,065 - 2,480,677
DEPRECIATION
At 1 July 2024 51,602 186,339 569,798
Charge for year 3,735 7,764 124,983
Eliminated on disposal (52,786 ) (194,103 ) (246,889 )
At 30 June 2025 2,551 - 447,892
NET BOOK VALUE
At 30 June 2025 4,514 - 2,032,785
At 30 June 2024 11,200 372,677 2,437,343

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


11. FIXED ASSET INVESTMENTS

Company
Share in
group
undertakings
£   
COST
At 1 July 2024
and 30 June 2025 1,000,000
NET BOOK VALUE
At 30 June 2025 1,000,000
At 30 June 2024 1,000,000


Bernhard & Co. Holdings Limited acquired Bernhard & Co. Limited and its subsidiary Atterton & Ellis Limited on 13 September 2023.

Bernhard & Co. Limited disposed of Atterton & Ellis Limited on 8 January 2024.

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Bernhard & Co. Limited
Registered office: England and Wales
Nature of business: Manufacture and sale of agricultural machinery, equipment and supplies
%
Class of shares: holding
A ordinary £0.0001 100
B ordinary £0.0001 100

12. STOCKS

Group
2025 2024
£    £   
Stocks 2,923,471 3,289,134

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2025 2024
£    £   
Trade debtors 2,387,458 1,517,799
Other debtors 228,414 2,017
Directors' current accounts - 53,422
VAT 93,454 98,562
Prepayments 161,991 212,874
2,871,317 1,884,674

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2025 2024
£    £   
Bank loans and overdrafts (see note 16) 39,749 152,215
Trade creditors 1,294,811 1,311,831
Tax 523,281 325,629
Social security and other taxes 46,471 47,908
Wages control 14,541 9,948
Other creditors 16,422 837
Directors' current accounts 13,812 -
Accruals and deferred income 467,602 330,570
2,416,689 2,178,938

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2025 2024
£    £   
Bank loans (see note 16) 918,572 954,347

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


16. LOANS

An analysis of the maturity of loans is given below:

Group
2025 2024
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts - 105,276
Bank loans 39,749 46,939
39,749 152,215
Amounts falling due between two and five years:
Bank loans - 2-5 years 144,845 201,676
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more than 5 years 773,727 752,671

The interest rate on the HSBC mortgage is 3% over the Bank of England Base Rate.

The interest rate on the bounce back loan is 2.5%.

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2025 2024
£    £   
Within one year 45,187 37,566
Between one and five years 41,294 57,473
86,481 95,039

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2025 2024
£    £   
Bank overdraft - 105,276
Bank loans 958,321 1,001,286
958,321 1,106,562

The long term loan is secured by a fixed and floating charge over 11 Homefield Road, Haverhill.

The debenture is secured by fixed and floating charges over the undertaking and all property and assets present and future including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant and machinery. The charge was created on 18 December 1997.

19. PROVISIONS FOR LIABILITIES

Group
2025 2024
£    £   
Deferred tax
Accelerated capital allowances 31,679 125,084
Other timing differences (9,750 ) (18,750 )
21,929 106,334

Other provisions 156,348 110,860

Aggregate amounts 178,277 217,194

Group
Deferred Warranty
tax provision
£    £   
Balance at 1 July 2024 106,334 110,860
Provided during year - 45,488
Credit to Income Statement during year (84,405 ) -
Balance at 30 June 2025 21,929 156,348

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
5,806,510,000 B ordinary 0.000 1 580,651 580,651

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


21. RESERVES

Group
Retained
earnings
£   

At 1 July 2024 782,963
Profit for the year 1,555,172
Deferred tax on pension 13,000
Gain/loss on pension (52,000 )
At 30 June 2025 2,299,135

Company
Retained
earnings
£   

At 1 July 2024 419,349
Profit for the year -
At 30 June 2025 419,349


22. EMPLOYEE BENEFIT OBLIGATIONS

The amounts recognised in the balance sheet are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Present value of funded obligations (1,084,000 ) (1,054,000 )
Fair value of plan assets 1,045,000 979,000
(39,000 ) (75,000 )
Present value of unfunded obligations - -
Deficit (39,000 ) (75,000 )
Net liability (39,000 ) (75,000 )

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Current service cost - -
Net interest from net defined benefit
asset/liability

2,000

9,000
Past service cost - -
2,000 9,000

Actual return on plan assets 51,000 43,000

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Opening defined benefit obligation 1,054,000 1,045,000
Interest cost 53,000 52,000
Benefits paid (54,000 ) (51,000 )
Remeasurements:
Actuarial (gains)/losses from
changes in financial
assumptions (82,000 ) (16,000 )
Actuarial (gains)/losses from
changes in financial
experience 113,000 24,000
1,084,000 1,054,000

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Opening fair value of scheme assets 979,000 825,000
Contributions by employer 90,000 90,000
Interest income 51,000 43,000
Benefits paid (54,000 ) (51,000 )
Return on plan assets (excluding interest
income)

(21,000

)

72,000
1,045,000 979,000

BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Actuarial gains/(losses) from changes in
financial assumptions

82,000

16,000
Actuarial (gains)/losses from
changes in financial
experience (113,000 ) (24,000 )
Return on plan assets (excluding interest
income)

(21,000

)

72,000
(52,000 ) 64,000

The major categories of scheme assets as a percentage of total scheme assets are as follows:

Defined benefit
pension plans
2025 2024
Equities - 60%
Hedge Fund - 5%
Cash 4% 4%
Bonds 96% 29%
Property - 2%
100% 100%

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2025 2024
Discount rate 5.65% 5.15%
Future pension increases 3.00% 3.00%
Revaluation in deferment 2.35% 2.80%



Mortality
100% S4PA
CMI 2024
1.25%


100% S4PA
CMI 2024
1.25%


Life expectancy at age 65 (years) 2025 2024
Male currently aged 45 22.8 22.5
Male currently aged 65 21.6 21.3
Female currently aged 45 25.3 25.2
Female currently aged 65 23.8 23.8


BERNHARD & CO. HOLDINGS LIMITED (REGISTERED NUMBER: 15086504)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2025


23. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the year ended 30 June 2025 and the period ended 30 June 2024:

2025 2024
£    £   
S G Bernhard
Balance outstanding at start of year 53,422 -
Amounts advanced 136,705 53,422
Amounts repaid (203,939 ) -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year (13,812 ) 53,422

The loan is interest free and unsecured.

24. RELATED PARTY DISCLOSURES

Other related parties are entities outside the group of which the directors have control.

Other related parties

2025 2024
£ £
Purchases 187,874 174,056
Sales 380,172 159,625
Amounts written off 375,000 216,112
Amount due from related parties 227,644 -

Total compensation paid to key management personnel in the year was £265,892 (2024: £314,455).

25. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is S G Bernhard.

26. SHARE-BASED PAYMENT TRANSACTIONS

The company operates a group share option scheme which is open to certain employees of the group.

Under this scheme the options are exercisable for £0.0002 per share. The options enable 1 B Ordinary £0.0001 share to be issued for every option exercised. There are no vesting conditions and no date of expiration on the options. Options are forfeited if the employee leaves the group before the options are exercised.