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BAYFORD & CO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 JUNE 2024
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 20 to 55 form part of these financial statements.
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- 17 -
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BAYFORD & CO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 29 JUNE 2024
Cash flows from operating activities
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(Loss)/profit for the financial year
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Amortisation of intangible assets
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Impairments of intangible fixed assets
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Depreciation of tangible assets
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(Profit)/loss on disposal of tangible assets
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Impairment of fixed asset investments
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Profit on disposal of fixed asset investments
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Revaluation on fixed asset investments
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Revaluation on investment property
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Share of operating profit in associates
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Net cash generated from operating activities
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- 18 -
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BAYFORD & CO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 29 JUNE 2024
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Proceeds on sale of tangible fixed assets
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Purchase of investment properties
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Proceeds on sale of investment properties
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Purchase of listed investments
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Purchase of other investments
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Purchase of share in associates
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Purchase of short-term listed investments
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Proceeds on sale of fixed asset investments
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Purchase of subsidiary net of cash
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Payment of deferred consideration
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Foreign exchange gains and losses
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 20 to 55 form part of these financial statements.
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See note 28 for further details of the restatement.
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- 19 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
Bayford & Co Ltd (the "Company") is a Company limited by shares and incorporated in England and Wales and domiciled in the UK. The registered number is 04928440.
The principal activities of the Group are provision of gas and electricity supply, hospitality services, property investment/development services and to act as an investment holding company.
2.Accounting policies
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Basis of preparation of financial statements
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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 Parent Company is included in the consolidated financial statements and is considered to be a qualifying entity under FRS102 paragraphs 1.8 to 1.12. The following exemptions available under FRS 102 in respect of certain disclosures for the Parent Company financial statements have been applied:
∙No separate Parent Company Cash Flow Statement with related notes is included;
∙Key management personnel compensation has not been included a second time; and
∙The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within fair value accounting rules of Paragraph 36(4) of Schedule 1.
The following principal accounting policies have been applied:
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.
Within the reporting period the Group acquired additional shares in Gulf Gas and Power BV which reclassified this investments from an associate to a subsidiary. As such Gulf Gas and Power BV results have been included within the consolidated accounts using the acquisition method.
- 20 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
The Company has net assets at 29 June 2024 of £36.3m (2023: £50.7m) and cash balances of £5.7m (2023: £15.5m). The Group has net assets at 29 June 2024 of £51.3m (2023: £77.8m) and cash balances of £31.9m (2023: £56.3m). The Group has remained compliant with all banking covenants during the year. Given the Group had significant net assets and cash balances at the end of year, and this remains the case today the Directors consider the Group and Company are well placed to manage any potential risks.
As a result of the strong balance sheet and positive trading the Group and the Company is considered to have sufficient funds to meet its liabilities as they fall due. Having considered reasonable possible changes in trading performance over the next twelve months, the Directors have concluded that the Group will have adequate resources to continue in operational existence for the foreseeable future. For these reasons the Directors continue to adopt a going concern status in preparation of these financial statements
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £.
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.
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'.
- 21 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
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 measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Income from the letting and maintenance of investment property is recognised in the Statement of Comprehensive Income on a straight-line basis over the lease term.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
- 22 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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.
- 23 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
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Current and deferred taxation
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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.
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.
- 24 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
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.
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.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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.
The estimated useful lives range as follows:
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Over the life of the agreement
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- 25 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
Tangible fixed 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.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Certain historic antiques and art included within fixtures and fittings are not depreciated on the basis that they are considered non-depreciating assets.
Depreciation is provided on the remaining assets 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.
Investment property is carried at fair value determined annually by internal and external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
- 26 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
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 listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.
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Associates and joint ventures
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An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, 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.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
- 27 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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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.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
- 28 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
- 29 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
- 30 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Critical judgments
The critical judgments that the Directors have made in the process of applying the Group's and Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial's statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the Directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability and where applicable, the ability of the asset to be operated as planned.
(ii) Forward purchases of energy
The Group has entered into contracts for the purchase of energy for future periods. The directors have determined that the classification of such contracts represents commodity purchases for use within the business accounted for at cost at date of delivery and not as derivative instruments accounted for at fair value.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below.
(i) Determining appropriate deferred revenue
Estimation uncertainty is inherent in determining the level of deferred income arising from prepaid customer balances known as 'stock on meter' at the period end. The Group’s and Company's energy customer portfolio is made up of approximately two-thirds using ‘smart' meters and one third who use ‘traditional’ meters.
For smart meters the determination of closing stock on meter is non-judgmental as customer balance information is readily obtainable. For traditional meters, customer balance information is not readily obtainable and therefore estimation is required to determine stock on meter. To do this, assumptions are used based on customer behaviour, historic usage trends and average customer balance information from the smart meter portfolio. As increasing numbers of customers move across to smart meters which provide more accurate information then the level of estimation uncertainty reduces.
(ii) Impairment of non-current assets
Where there are considered to be impairment indicators present as prescribed by FRS102, non-current assets are subject to impairment review by management. This impairment review is considered to be a key source of estimation uncertainty as a result of the assumptions involved in determining the relevant asset's value in use or fair value less costs to sell as appropriate. Such assumptions include projections of the future cash flows of an asset, determination of an appropriate discount rate and estimates of the fair value of non current assets. Management determine these assumptions based on the latest information available at the time of assessment.
(iii) Impairment of related party receivables
Impairment of related party receivables represent the Group’s and Company's best estimate of recoverable amounts based on the circumstances of the relevant counterparty at the Statement of Financial Position date. The Group and Company are required to exercise judgment in making assumptions and estimates when calculating such impairment losses. Circumstances considered include Prevailing market conditions, the level of security held over such Receivables and repayment patterns.
- 31 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
3.Judgments in applying accounting policies (continued)
The accuracy of any impairments is therefore impacted by changes to these factors.
(iv) Investment property valuation
Investment properties are subject to valuation on an annual basis by an appropriately qualified valuer. These valuations inherently involve estimation uncertainty, but the board believe the surveyors responsible are appropriately qualified and experienced.
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible fixed assets
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Impairment of intangible fixed assets
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Profit on disposal of tangible assets
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- 32 -
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
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During the year, the Group obtained the following services from the Company's auditor and its associates:
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Fees payable to the Group's and subsidiaries auditors and their associates for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Group's and subsidiaries auditors in respect of:
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All taxation advisory services not included above
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|
|
|
All non-audit services not included above
|
|
|
|
|
|
|
|
Staff costs were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the Directors, during the year was as follows:
|
- 33 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
|
|
|
|
|
Group contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The highest paid Director received remuneration of £764,956 (2023 - £669,113).
|
|
|
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £64,000 (2023 - £NIL).
|
|
|
There were 4 Directors in the Group's defined contribution pension scheme during the year (2023: 3).
|
|
|
|
|
|
|
|
Other interest receivable
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loan interest payable
|
|
|
|
|
|
|
|
- 34 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
Adjustments in respect of prior periods
|
|
|
|
|
Effects of changes in tax rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation on profit on ordinary activities
|
|
|
- 35 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
11.Taxation (continued)
|
|
Factors affecting tax charge for the year
|
|
|
The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 20.5%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit on ordinary activities before tax
|
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%)
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
Adjustments to deferred tax in respect of prior periods
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
|
|
|
|
|
|
Changes in tax rates leading to a decrease in tax charge
|
|
|
|
|
Deferred tax not recognised
|
|
|
|
|
Deferred tax on ineligible assets
|
|
|
|
|
|
|
|
|
|
Income from shares in associates
|
|
|
|
|
|
|
|
|
|
Other differences leading to an increase in the tax charge
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
- 36 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On acquisition of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On acquisition of subsidiaries
|
|
|
|
|
|
Foreign exchange movement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Strategic Partnership asset is in respect of a Strategic Partnership acquired as part of a business combination and its related customer book.
The Goodwill balance arose on the acquisition of E (Gas & Electricity) Limited and Gulf Gas and Power BV. The Gulf Gas and Power BV goodwill at year end was fully impaired to £Nil.
|
- 37 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 38 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
13.Tangible fixed assets (continued)
- 39 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
Investments in associates
|
|
Other fixed asset investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer to non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 40 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
Investments in subsidiary companies
|
Investments in associates
|
|
Other fixed asset investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer to non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 41 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
Subsidiary and associated undertakings
|
|
|
The following were subsidiary and associated undertakings of the Company:
|
|
|
|
|
|
|
|
|
Bayford & Co (Developments) Limited
|
Bowcliffe Hall, Bramham, Wetherby, LS23 6LP
|
|
|
|
|
Jaytee (Northallerton) Limited
|
Bowcliffe Hall, Bramham, Wetherby, LS23 6LP
|
|
|
|
|
|
Bowcliffe Hall, Bramham, Wetherby, LS23 6LP
|
|
|
|
|
E (Gas and Electricity) Limited*
|
Bowcliffe Hall, Bramham, Wetherby, LS23 6LP
|
|
|
|
|
Bayford Energy Holdco Limited
|
Bowcliffe Hall, Bramham, Wetherby, LS23 6LP
|
|
|
|
|
Bayford Energy Bidco Limited*
|
Bowcliffe Hall, Bramham, Wetherby, LS23 6LP
|
|
|
|
|
|
Bowcliffe Hall, Bramham, Wetherby, LS23 6LP
|
|
|
|
|
|
Vughterweg 47B, 5211 CK's Hertogenbosche, Netherlands
|
|
|
|
|
Fulcrum Utility Services Limited
|
Ugland House, PO BOX 309, Grand Cayman Ky1-1104, Cayman Islands
|
|
|
|
|
Jaytee F&B Ltd, Jaytee (Northallerton) Ltd, Bayford Energy Bidco Limited and Bayford Energy Holdco Limited were exempt from the requirements relating to the audit of individual financial statements by virtue of section 479A of the Companies Act 2006.
Subsidiaries marked with a * are indirect subsidiaries of the Company.
Bayford & Co acquired an additional 18% shareholding in Gulf Gas and Power BV during the year, bringing combined total to 51.77%. Through the Company's holdings within this investment they are deemed to have control. This resulted in this investment being reclassified as an investment in subsidiary. Thus, a transfer of £58,552 was reclassified from investments in associates to investments in subsidiaries.
Additionally, Bayford & Co loaned £32,875 to Jaytee F&B Limited during the year. This is classified within investments in subsidiaries.
Bayford & Co also acquired a further 6% shareholding in Fulcrum Utility Services Limited during the year. This is classified within investments in associates.
Bayford & Co further acquired a further 1.9% and disposed of 0.15% shareholding in YU Group Plc during the year. This has been classified within listed investments.
Finally, Bayford & Co acquired further shares in Jumptech Limited during the year, the Company's overall shareholding remained the same. This is classified within other fixed asset investments.
|
- 42 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
Freehold investment property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 15 June 2023, the investment property was revalued by Jones Lang LaSalle Limited.
|
|
Freehold investment property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 15 June 2023, the investment property was revalued by Jones Lang LaSalle Limited.
- 43 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
Raw materials and consumables
|
|
|
|
|
|
|
Work in progress (goods to be sold)
|
|
|
|
|
|
|
Finished goods and goods for resale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The difference between purchase price or production cost of stocks and their replacement cost is not material.
|
|
|
Due after more than one year
|
|
|
|
|
|
|
Amounts owed by connected parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
Amounts owed by connected parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A balance of £9,814,740 (2023: £5,228,351) included within amounts owed by connected parties is secured over the assets within the connected company, with interest charged at 20%.
Also included within amounts owed by connected parties are balances of £358,225 (2023: £6,110,911) which is unsecured with interest charged between 5% and 10%, £Nil (2023: £200,000) which is unsecured with interest charged at 2.25% and £315,930 (2023: £327,214) which is unsecured and interest free.
Included within other debtors is £9,165,135 (2023: £Nil) relating to contract acquisition costs.
|
- 44 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
Current asset investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See note 28 for further details of the restatement.
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See note 28 for further details of the restatement.
|
- 45 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans and other short-term loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
Amounts owed to connected parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within bank loans is £400,000 (2023: £6,175,000) which is repayable in quarterly installments and is secured against the assets and investment property of the Group. Interest is charged on this loan at 2.15% above the lending bank's base rate.
Also included within bank loans and other short-term loans is £2,119,501 (2023: £Nil) which is unsecured. Interest is charged on this loan at 1 month Euribor + 10%.
A balance of £930,159 (2023: £Nil) included within amounts owed to connected parties is unsecured and interest free. Post year end the full amount was paid to the connected party.
Amounts included within deferred consideration are interest free and unsecured.
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The bank loan is secured against investment property held by the Group.
|
- 46 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within one year
|
|
|
|
|
|
|
Bank loans and other short-term loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 1-2 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 2-5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within bank loans is £9,000,000 (2023: £6,175,000) which is repayable in quarterly installments and is secured against the assets and investment property of the Group. Interest is charged on this loan at 2.15% above the lending bank's base rate.
Also included within bank loans and other short-term loans is £2,119,501 (2023: £Nil) which is unsecured. Interest is charged on this loan at 1 month Euribor + 10%.
|
- 47 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
Arising on business combinations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term timing differences - trading
|
|
|
|
|
|
|
|
|
|
|
|
- 48 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
10 (2023 - 10) Ordinary shares of £0.10 each
|
|
|
|
|
|
10 (2023 - 10) B Ordinary shares of £0.10 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Rights
Voting
Ordinary and B Ordinary shares carry the same voting rights.
Dividends
All classes of share rank pari passu in respect of the right to dividends.
Return of capital
Ordinary and B Ordinary shares rank pari passu in respect of any repayment of capital.
|
Share premium account
The reserve represents considerations received for issued share capital in excess of the nominal value, less transaction costs.
Revaluation reserve
The revaluation reserve represents cumulative gains recognised on the revaluation of fixed assets.
Capital redemption reserve
The capital redemption reserve represents the nominal value of shares which have been repurchased by the Parent Company and remain in issue.
Foreign exchange reserve
The foreign exchange reserve represents historical exchange movement on opening balances in the Consolidated Statement of Financial Position.
Profit & loss account
The profit & loss represents cumulative profit and losses, less dividends paid.
- 49 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As restated At 30 June 2023
|
|
|
On acquisition of subsidiary
|
|
|
|
|
|
|
|
|
|
|
- 50 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
On 26 January 2024, Bayford & Co Limited acquired a further 18% of Gulf Gas and Power BV (GGP BV) taking their holdings of GGP BV to 52%.
|
|
Acquisition of Gulf Gas and Power BV
|
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after more than one year
|
|
|
|
|
Total identifiable net liabilities
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
|
|
|
|
Directly attributable costs
|
|
|
|
Total purchase consideration
|
|
- 51 -
|
|
BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
27.Business combinations (continued)
|
|
Cash inflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash inflow on acquisition
|
|
|
|
The results of Gulf Gas and Power BV since acquisition are as follows:
|
|
|
|
|
|
Current period since acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period since acquisition
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Group cash and cash equivalents and Group current asset investment balances have been reallocated in the prior year comparatives to better reflect their nature. Group short term investments have increased by £15,000,000 and Group cash at bank and in hand has decreased by the same amount. There is no impact on profit for the financial year or net assets, as this is a reclassification only.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £488,289 (2023 - £227,351). There was £44,952 outstanding contributions (2023: £134,668) at end of the financial year.
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
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Commitments under operating leases
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At 29 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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31.Other financial commitments
The Company has provided a £3,220,000 (2023: £4,720,000) guarantee on behalf of one subsidiary over certain energy supply contracts. The guarantee covers the obligations, representations, warranties, duties and liabilities arising from these underlying contracts.
Bayford & Co Limited provided a Parent Company guarantee on behalf of a subsidiary in favour of Axpo Solutions AG for £10.0m (2023: £10.0m). This guarantee covers liabilities arising from supply contracts with Axpo Solutions AG.
At the year end the Group had off balance sheet future electricity and gas trade commitments with its suppliers for a value of £318,221,267 (2023: £24,774,720).
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
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Related party transactions
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The Group has taken advantage of the exemption conferred by FRS 102 not to disclose transactions with its wholly owned subsidiaries.
Other related party transactions and balances are summarised in the table below:
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Entities with control, joint control or significant influence over the entity
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Entities over which the entity has control, joint control or significant influence
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Entities with control, joint control or significant influence over the entity
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Entities over which the entity has control, joint control or significant influence
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Included within amounts receivable from entities over which the entity has control, joint venture or significant influence of £15,048,688 is a provision of £2,246,400.
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BAYFORD & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 JUNE 2024
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Post balance sheet events
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The Directors have identified the following post balance sheet events which occurred after 30 June 2024 and prior to the date these financial statements were authorised for issue. These events do not provide evidence of conditions existing at the reporting date and therefore no adjustments have been made to the amounts recognised in these financial statements. None of these events impact the Group's/Company’s going concern assessment.
In November 2024, three sites were transferred from Bayford Developments Limited (a subsidiary) to Bayford & Co Limited at a net book value of £3,550,000. Two of these sites were subsequently sold in January 2025 for £4,300,000.
On 30 April 2025, the Company acquired additional shares in Raw Charging Group (currently an associate) for a total consideration of £2,136,926.
On 10 October 2025, the Company increased its revolving credit facility provided to Fulcrum from £9,500,000 to £12,500,000.
On 4 November 2025, the Company entered into an agreement to sell its entire shareholding in Gulf Gas and Power BV to Eneco Zakelijk B.V. for €1, together with repayment of the loan account owed to Bayford & Co Limited of €11,000,000.
Bayford & Co Limited is controlled by JCD Turner by virtue of his shareholding.
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