|
Registered number: SC234207
HERITAGE PORTFOLIO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
HERITAGE PORTFOLIO LIMITED
COMPANY INFORMATION
|
|
|
|
|
Angelo Piccirillo (resigned 19 March 2026)
|
|
|
|
|
|
Amolak Dhariwal (appointed 1 January 2025)
|
|
|
|
|
|
|
|
|
Sodexo Corporate Services (No.2) Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KPMG LLP, Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HERITAGE PORTFOLIO LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Directors' Responsibilities Statement
|
|
Independent Auditor's Report to the members of Heritage Portfolio Limited
|
|
Statement of Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
HERITAGE PORTFOLIO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
The directors present their strategic report on the Company for the year ended 31 August 2025.
The Company's principal activity is the provision of catering services within the niche heritage hospitality and retail marketplace.
Turnover for the year increased by 32% to £16,476,000 reflecting higher levels of trading activity across a number of the company’s cultural destination venues and following the transfer & operation of additional contracts within the group. The increase in turnover, together with continued focus on operational efficiency, contributed to an improvement in gross profit margin to 24% vs. 19% in the previous year. This has resulted in a slightly reduced operating loss for the year at £887,000 compared to £906,000 in the previous year.
The Company had net liabilities as at 31 August 2025 of £6,324,000 compared to net liabilities of £5,819,000 as at 31 August 2024. The increase in net liabilities is a result of the movement within intercompany trading balances.
The directors continue to focus on improving profitability through disciplined cost management, operational performance improvements and selective growth within the company’s core markets.
Key performance indicators
|
The Company’s strategy is one of measured growth, coupled with a continued focus on improving profitability. The directors monitor performance against this strategy using the following key performance indicators:
∙Growth in turnover
∙Gross profit margin
Turnover for the year increased to £16,476,000, representing growth of 32% compared to £12,505,000 in the prior year. This increase was driven by improved footfall and trading performance at several cultural destination venues, and the transfer & operation of additional contracts within the group.
Gross profit for the year amounted to £3,876,000 (2024: £2,419,000), resulting in a gross profit margin of 24% compared to 19% in the prior year. The improvement reflects more disciplined cost management, operational efficiencies and a favourable product mix.
|
|
HERITAGE PORTFOLIO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
Principal risks and uncertainties
|
The Company is exposed to several principal risks and uncertainties, which are monitored and managed through its established risk management framework. The most significant risks that may adversely affect the Company’s financial performance, operations, and reputation are summarised below:
∙Food Services and Workplace Safety – The health and safety of colleagues, clients, and customers is a core value of the Company. Strategic direction, performance measurement, and training are overseen by the Quality Safety Health & Environment (“QSHE”) Board. The Company has embedded a ‘Zero Harm Mindset’ culture, which is continuously monitored and enhanced through targeted actions across all operations.
∙Geopolitical and Macroeconomic Risks – Instability in macroeconomic, geopolitical, and UK political environments may expose the Company to fluctuations in the cost and supply of food, labour, and other goods. Many contracts include clauses that allow for price adjustments or menu changes. During periods of inflation, proactive planning for inflation recovery with clients, tariff management, cost optimisation inclusive of labour management and securing supply at competitive prices are critical to maintaining margins.
∙Technology and Information Security – The Company is subject to external cyber threats, such as phishing and malware attacks, which have the potential to disrupt key systems, infrastructure, or compromise confidential data. Such incidents could impact the Company’s ability to deliver services. The Information & Security Committee provides oversight and direction for policies and controls designed to mitigate these risks and ensures that recovery plans are in place to minimise disruption in the event of a breach.
∙Competition and Retention – The Company operates in a highly competitive marketplace where there is a risk that the Company could lose business to its competitors. The Company manages this risk by having a diversified portfolio of business, supported by innovation and service excellence. It focuses on building strong relationships with clients and customers to deliver high levels of retention and win new contracts.
∙Regulatory Compliance – The Company is subject to a broad range of laws and regulations, including those relating to labour, corporate governance, health, safety, and the environment. Robust internal governance ensures compliance and effective management of regulatory changes. Anticipated changes in labour laws are closely monitored following recent government changes. The ‘Speak Up’ programme provides employees and partners with a confidential mechanism to report activities or behaviours that contravene the Company’s Code of Conduct or are unlawful.
∙Climate-Related Risks – The Company is exposed to various climate-related risks, including both physical and transition risks. The most significant climate risks affecting the Company are detailed within the Climate related Financial Disclosure section.
∙Service Delivery and Contractual Compliance – The Company engages with a diverse portfolio of clients across multiple sectors. Non-compliance with contractual terms, including deficiencies in service delivery, may result in loss of business, reputational damage, and potential claims against the Company. To mitigate these risks, the Company operates a clearly defined suite of services and maintains a robust control framework that monitors service performance against contractual requirements.
∙People – As a people-centric organisation, the Company recognises that the growth, engagement, and retention of its workforce are central to achieving strategic objectives and sustainable growth. Insufficient attention to employee engagement, retention, and development may result in reduced service quality, diminished client satisfaction and retention, and the loss of talented employees to competitors. The Company addresses these risks through comprehensive HR programmes, including training, performance management, strategic workforce planning, employee value proposition initiatives, and engagement surveys.
|
|
HERITAGE PORTFOLIO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
This report was approved by the board on 27 May 2026 and signed on its behalf.
|
|
HERITAGE PORTFOLIO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
The directors present their report and the financial statements for the year ended 31 August 2025.
The loss for the year, after taxation, amounted to £877,000 (2024 - loss £710,000).
The directors who served during the year were:
|
|
Amolak Dhariwal (appointed1 January 2025)
|
Angelo Piccirillo (resigned 19 March 2026)
|
|
|
The financial statements have been prepared on a going concern basis, which the directors consider appropriate for the following reasons:
The Company is part of the Sodexo UK and Ireland group of companies (the “UK&I Group”), which in turn forms part of the wider Sodexo Group, headed by Sodexo S.A., a company incorporated in France. The UK&I Group’s principal activities include the provision of facilities management and catering services across various sectors such as government, healthcare, corporate services, sports and leisure and education. Accordingly, the Company’s cash flows are influenced by the continuity, volume, and pricing of these operations.
The Company meets its day-to-day working capital requirements through operational cash flows and intercompany loan arrangements within the UK&I Group. The UK&I Group has demonstrated resilience in the face of economic challenges. This has been achieved through disciplined cash and balance sheet management,
strong contract retention, a diversified client base across both public and private sectors, and robust inflation management processes. Furthermore, the UK&I Group continues to pursue organic growth opportunities, with several new contracts in the pipeline. Nonetheless, it remains vigilant and prepared for potential macroeconomic changes through sound commercial management and prudent cost control.
In determining the appropriateness of the going concern basis, the directors have reviewed cash flow and profit forecasts for the UK&I Group covering a period of at least 12 months from the date of approval of these financial statements. These forecasts incorporate a severe but plausible downside scenario, which assumes a deterioration in gross margin due to operational challenges, a reduction in revenue from non-renewal of key contracts, and under-recovery of inflation. In addition, this scenario does not factor in any mitigating actions that management could implement. Even under these conditions, the forecasts indicate that the UK&I Group would remain resilient.
There are no detailed forecasts prepared for Heritage Portfolio Limited as the company forms an intrinsic part of the overall UK&I Group. In the year to 31 August 2025, the company is loss making and in the event that it continues to incur losses, will meet its liabilities as they fall due through funding from it’s intermediate parent company, Sodexo Limited.
Sodexo Limited has indicated its intention to continue to make available such funds as are needed by the company, and that it does not intend to seek repayment of the amounts currently due to the group, which at 31 August 2025 amounted to £8,492,000 during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
|
|
HERITAGE PORTFOLIO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
Going concern (continued)
|
Based on this assessment, the directors are confident that the Company will have sufficient resources to meet its obligations as they fall due for at least 12 months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on a going concern basis.
The Company made no political donations or incurred any political expenditure during the year (2024: £Nil)
The Company will continue to prioritise investment in client service and operational delivery across its existing contracts. During the coming year, focus will remain on strengthening operational performance, supporting colleagues, and delivering consistent service quality for clients and customers.
Disclosure of information to auditor
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The auditor, KPMG LLP, Statutory Auditor, will be proposed for reappointment in accordance with section 487 of the Companies Act 2006.
This report was approved by the board on 27 May 2026 and signed on its behalf.
|
|
HERITAGE PORTFOLIO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2025
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
|
|
HERITAGE PORTFOLIO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HERITAGE PORTFOLIO LIMITED
Opinion
We have audited the financial statements of Heritage Portfolio Limited (“the Company”) for the year ended 31 August 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and related notes, including the accounting policies in note 2.
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 August 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
∙we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
∙we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.
|
|
HERITAGE PORTFOLIO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HERITAGE PORTFOLIO LIMITED (CONTINUED)
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included :
∙Enquiring of directors, and inspection of policy documentation as to the Company’s high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud.
∙Reading Board minutes.
∙Considering remuneration incentive scheme and performance targets for management, directors and sales staff.
∙Using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, and taking into account possible pressures to meet profit targets and our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because the revenue transactions are simple in nature.
We did not identify any additional fraud risks. We performed procedures including identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to unusual accounts.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience through discussion with the directors (as required by auditing standards), and from inspection of the Company’s regulatory and legal correspondence and discussed with the directors the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
|
|
HERITAGE PORTFOLIO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HERITAGE PORTFOLIO LIMITED (CONTINUED)
Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery, employment law. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of and inspection of the regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed out audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
Strategic report and directors’ report
The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.
Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
∙we have not identified material misstatements in the strategic report and the directors’ report;
∙in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
∙in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from the branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
|
|
HERITAGE PORTFOLIO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HERITAGE PORTFOLIO LIMITED (CONTINUED)
Directors’ responsibilities
As explained more fully in their statement set out on page 6, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the Financial Reporting Council’s website at
www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Martyn Barker (Senior Statutory Auditor)
for and on behalf of
KPMG LLP, Statutory Auditor
Chartered Accountants
1 St Peter's Square
Manchester
M2 3AE
28 May 2026
|
|
HERITAGE PORTFOLIO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the financial year
|
|
|
|
There was no other comprehensive income for 2025 (2024: £NIL).
|
The notes on pages 14 to 29 form part of these financial statements.
|
All amounts relate to continuing operations.
|
|
|
HERITAGE PORTFOLIO LIMITED
REGISTERED NUMBER: SC234207
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 May 2026.
The notes on pages 14 to 29 form part of these financial statements.
|
|
HERITAGE PORTFOLIO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 14 to 29 form part of these financial statements.
|
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Heritage Portfolio Limited ("the Company") is a private company limited by shares registered in England and Wales. The Company's registration number is SC234207 and its registered office is 49 North Fort Street, Leith, Edinburgh, EH6 4HJ.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland ("FRS 102") and the Companies Act 2006.
The presentation currency of these financial statements is Sterling. All amounts in the financial statements have been rounded to the nearest £1.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company’s ultimate parent undertaking, Sodexo S.A. includes the Company in its consolidated financial statements. The consolidated financial statements of Sodexo S.A. are prepared in accordance with International Financial Reporting Standards and are available to the public and may be obtained from the address in note 23. In these financial statements, the Company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:
∙Reconciliation of the number of shares outstanding from the beginning to end of the period;
∙Cash Flow Statement and related notes; and
∙Key Management Personnel compensation.
As the consolidated financial statements of Sodexo S.A. include the disclosures equivalent to those required by FRS 102, the Company has also taken the exemptions available in respect of the following disclosures:
∙Certain 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 the fair value accounting rules of Paragraph 36(4) of Schedule 1.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.
Judgements made by the directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 3.
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis, which the directors consider appropriate for the following reasons:
The Company is part of the Sodexo UK and Ireland group of companies (the “UK&I Group”), which in turn forms part of the wider Sodexo Group, headed by Sodexo S.A., a company incorporated in France. The UK&I Group’s principal activities include the provision of facilities management and catering services across various sectors such as government, healthcare, corporate services, sports and leisure and education. Accordingly, the Company’s cash flows are influenced by the continuity, volume, and pricing of these operations.
The Company meets its day-to-day working capital requirements through operational cash flows and intercompany loan arrangements within the UK&I Group. The UK&I Group has demonstrated resilience in the face of economic challenges. This has been achieved through disciplined cash and balance sheet management, strong contract retention, a diversified client base across both public and private sectors, and robust inflation management processes. Furthermore, the UK&I Group continues to pursue organic growth opportunities, with several new contracts in the pipeline. Nonetheless, it remains vigilant and prepared for potential macroeconomic changes through sound commercial management and prudent cost control.
In determining the appropriateness of the going concern basis, the directors have reviewed cash flow and profit forecasts for the UK&I Group covering a period of at least 12 months from the date of approval of these financial statements. These forecasts incorporate a severe but plausible downside scenario, which assumes a deterioration in gross margin due to operational challenges, a reduction in revenue from non-renewal of key contracts, and under-recovery of inflation. In addition, this scenario does not factor in any mitigating actions that management could implement. Even under these conditions, the forecasts indicate that the UK&I Group would remain resilient.
There are no detailed forecasts prepared for Heritage Portfolio Limited as the company forms an intrinsic part of the overall UK&I Group. In the year to 31 August 2025, the company is loss making and in the event that it continues to incur losses, will meet its liabilities as they fall due through funding from it’s intermediate parent company, Sodexo Limited.
Sodexo Limited has indicated its intention to continue to make available such funds as are needed by the company, and that it does not intend to seek repayment of the amounts currently due to the group, which at 31 August 2025 amounted to £8,492,000 during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Based on this assessment, the directors are confident that the Company will have sufficient resources to meet its obligations as they fall due for at least 12 months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on a going concern basis.
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The Company provides a range of food and catering services to corporate clients. Clients are typically billed either weekly or monthly in respect of catering services provided to them by the Company in the corresponding period. Revenue is recognised in line with billing, in the same period
which the catering services are provided.
Invoicing made in advance of services being delivered is included in the Statement of Financial Position as deferred income until the period of service is provided, and included as accrued income
where services are provided in advance of invoicing.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rentals paid under operating leases are charged to Statement of Comprehensive Income on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in Statement of Comprehensive Income using the effective interest method.
|
|
|
Other income / other expenses
|
Other income and other expenses are recognised in the profit and loss account as incurred. Other income and Other expenses includes management recharges with other group companies in relation to the cost of labour for events which are recognised on an arm’s length basis.
There are trademark fees relating to the use of intellectual property by the operational entities. These are recharged on an arms length basis from Sodexo S.A and included within Admin Expenses as they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
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.
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.
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is provided to write-off the cost or valuation less the estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives as follows:
Plant and machinery 3-12 years
Fixtures and fittings 3-12 years
No depreciation is provided on freehold land. All short-term leasehold properties are amortised over the unexpired term of the lease.
Assets held under construction are not depreciated
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Investments in subsidiaries
These are separate financial statements of the Company. Investments in subsidiaries are carried at cost less impairment
Investments in equity instruments that are not publicly traded and whose fair value cannot otherwise be measured reliably shall be measured at cost less impairment.
Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instrument.
Trade and other debtors / creditors
Trade and other debtors are recognised initially at transaction price plus attributable transaction costs. Trade and other creditors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors.
Interest-bearing borrowings classified as basic financial instruments
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
Investments in subsidiaries
These are separate financial statements of the Company. Investments in subsidiaries are carried at cost less impairment.
Cash and cash equivalents
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.
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Financial assets (including trade and other debtors)
A financial asset not carried at fair value in the Statement of Comprehensive Income is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in the Statement of Comprehensive Income. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed in the Statement of Comprehensive Income.
Non-financial assets
The carrying amounts of the Company’s non-financial assets, [other than stocks and deferred tax assets], are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in the Statement of Comprehensive Income
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
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 Statement of Comprehensive Income.
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
Provisions for liabilities
|
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
The preparation of financial statements requires management to make estimates and judgments which affect the amounts reported for assets, liabilities and contingent liabilities as of the date of preparation of the financial statements, and for revenues and expenses for the period.
Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
The estimates which has the most material impact on the financial performance and position of the Company is in relation to the impairment of non-current assets, given the headroom seen in the annual impairment assessment, this is not a significant estimate.
See section 2.13 of the accounting policies for further detail of the Company's policy for the review of impairment.
Determining the carrying value of investments in subsidiaries, where indicators of impairment are observed, requires estimation of the value in use of the investment. The value in use calculations require an estimation of future cash flows expected to be generated by subsidiaries and of suitable discount rates in order to determine the present value of those cash flows.
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
Turnover is wholly attributable to the provision of catering services within the niche heritage hospitality and retail marketplace.. Revenue is recognised as goods and services are delivered. All turnover relates to operations within the United Kingdom.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision of catering services
|
|
|
|
|
|
|
|
|
|
|
|
|
The operating loss is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of tangible fixed assets
|
|
|
|
|
Amortisation of intangible assets
|
|
|
|
|
Defined contribution pension cost
|
|
|
|
|
|
|
|
During the year, the Company obtained the following services from the Company's auditor and its associates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditor for the audit of the Company's financial statements
|
|
|
|
|
No fees were payable to the Company's auditor in respect of non-audit services for the year ended 31 August 2025 (2024: £Nil).
|
|
|
|
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management and administration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The directors of this Company are also directors of other companies within the Sodexo S.A. Group and accordingly the cost of their remuneration has been fully incurred by another entity within the Group. £68,000 (2024: £23,000) of the total emoluments and defined contribution cost has been allocated to this Company on the basis of the services as directors of each group Company. The services provided by the directors to this company are incidental to their services for the wider group.
|
|
|
|
|
|
|
|
Interest receivable from group undertakings
|
|
|
|
|
|
|
|
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable to group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on loss for the year
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
Adjustments in respect of previous years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation on loss on ordinary activities
|
|
|
|
|
Factors affecting tax charge for the year
|
|
|
The total tax credit (2024: Credit) is lower (2024: lower) than the standard (2024: standard) rate of corporation tax of 25% (2024 - 25%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax
|
|
|
|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
|
Total tax credit for the year
|
|
|
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
10.Taxation (continued)
|
|
Factors that may affect future tax charges
|
The Company is a member of the Sodexo S.A. Group which is expected to be a multinational enterprise (MNE) within the scope of Pillar Two. The Group has carried out preliminary work and does not anticipate any significant impact from this measure in the UK. As at 31 August 2025, no deferred tax has been recognised in application of the amendment to IAS 12 concerning the mandatory exemption from recognition of deferred tax in the financial statements for Pillar Two income tax.
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Assets under construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers between classes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hopetoun House, South Queensferry, West Lothian, EH30 9SL
|
|
|
|
|
All subsidiaries were incorporated in the United Kingdom.
|
|
|
Raw materials and consumables
|
|
|
|
|
|
|
|
|
|
Stock recognised in cost of sales during the year as an expense was £3,499,000 (2024: £3,071,000). No stock was written off during the period.
|
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Debtors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
Corporation tax recoverable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are repayable on demand, unsecured and interest free.
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are repayable on demand and unsecured. It also includes amounts related to cash pooling facility, repayable on demand and interest bearing at variable rates.
|
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
The deferred tax asset is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
Short-term timing differences
|
|
|
|
|
|
|
|
|
|
The dilapidation provision represents amounts needed to restore properties to their original condition where the lease requires. Dilapidation provisions are expected to be utilised over the remaining period of the associated lease.
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
392,042 (2024 - 20,000) Ordinary shares of £1.00 each
|
|
|
During the period, the Company issued 372,042 ordinary shares to Sodexo Live UK Limited at par value to fund the transfer of contracts relating to Sports & Leisure segment.
|
|
HERITAGE PORTFOLIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Profit and loss account
This reserve represents the cumulative profits and losses of the Company.
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £135,000 (2024: £102,000).
|
|
The Company had no commitments under non-cancellable operating leases at the reporting date.
|
|
|
Related party transactions
|
The Company is exempt under the terms of FRS 102 from disclosing transactions with entities that are wholly-owned members of the Group headed by Sodexo S.A.
The Company's immediate parent undertaking is Sodexo Live UK Limited. The ownership of the Company was transferred from Lindley Catering Limited to Sodexo Live UK Limited on 1 September 2024.
The Company's ultimate parent company and controlling party is Sodexo S.A, a company incorporated in France. This is the smallest group of undertakings for which consolidated financial statements are prepared. Copies of the consolidated financial statements can be obtained from The Secretary, Sodexo S.A., 225 Quai de la Bataille de Stalingad, 92866 Issy-Les-Moulineaux, France.
|