|
(1) General Information
|
| The company is a private company limited by shares and is registered in England and Wales, registration number is 03999347. The address of the registered office is 99 Fore Street, Saltash, Cornwall, PL12 6AE. |
|
|
|
(2) Significant Accounting Policies
|
|
Accounting Convention
|
|
These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable to the UK and Republic of Ireland" ("FRS 102") and the requirements of the companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention (modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value). The principal accounting policies adopted are set out below.
Going concern
The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. |
|
|
Turnover
|
|
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of the revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion, when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. |
|
|
Foreign currency
|
|
| Transactions in foreign currencies other than its functional currency are recorded at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year-end date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement within financial income or expense, as appropriate. Non-monetary assets that are measured in terms of historical cost in foreign currency are translated using the exchange rate at the date of the transaction. |
|
|
Intangible fixed assets and amortisation - goodwill
|
|
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. |
|
|
Tangible Fixed Assets and Depreciation
|
|
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases, with the exception of freehold land and buildings which have no depreciation applied: | | Asset class and depreciation rate | | Land and Buildings | | | Plant and Machinery | 20% reducing balance | | Short Leasehold Properties | | | Investment Properties | | | Long Leasehold Properties | | | Commercial Vehicles | | | Fixtures and Fittings | 20% reducing balance | | Equipment | 33% reducing balance | | Motor Cars | 25% reducing balance |
|
|
Investment Properties
|
|
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
Investments in subsidiaries, jointly controlled entities or associates.
Investments in subsidiaries, jointly controlled entities or associates are accounted for at cost less provision for impairment. |
|
|
Impairment of Fixed Assets
|
|
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where is it not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of the fair value less costs to sell and value in use. 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 for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case, the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
|
|
Financial Instruments
|
|
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown with borrowings in current liabilities. |
|
|
|
Classification of Financial Liabilities
|
|
| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
|
|
|
Basic Financial Liabilities
|
|
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
|
|
Leases and Hire Purchase Contracts
|
|
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability. |
|
|
Taxation
|
|
| The tax expense represents the sum of the tax currently payable and deferred tax. |
|
|
|
Current Tax
|
|
| The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. |
|
|
|
Deferred Tax
|
|
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority. |
|
|
Employee benefits
|
|
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
|
|
Government Grants
|
|
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability. |
|
|
Equity Instruments
|
|
| Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
|
|
|
|
(3) Employees
|
| During the year, the average number of employees including director was 1 (2024 : 1). |
|
|
|
|
(4) Tangible fixed assets
|
| Land and Buildings | Plant and Machinery | Fixtures and Fittings | Equipment | Motor Vehicles | Totals | | £ | £ | £ | £ | £ | £ | | Cost | | | | | | | | As at 01 October 2024 | 2,384,302 | 122,353 | 100,000 | 8,037 | 147,812 | 2,762,504 | | Additions | - | - | - | - | 44,386 | 44,386 | | Disposals | - | (122,353) | (100,000) | (8,037) | (192,198) | (422,588) | | Revaluations | 390,698 | - | - | - | - | 390,698 | | As at 30 September 2025 | 2,775,000 | - | - | - | - | 2,775,000 | | Depreciation | | | | | | | | As at 01 October 2024 | - | 42,558 | 36,000 | 7,046 | 68,417 | 154,021 | | For the year | - | 15,960 | 12,800 | 327 | 17,987 | 47,074 | | Write off on disposals | - | (58,518) | (48,800) | (7,373) | (86,404) | (201,095) | | As at 30 September 2025 | - | - | - | - | - | - | | Net book value | | | | | | | | As at 30 September 2025 | 2,775,000 | - | - | - | - | 2,775,000 | | As at 30 September 2024 | 2,384,302 | 79,795 | 64,000 | 991 | 79,395 | 2,608,483 |
The valuation of land and buildings was carried out by Rebecca Cook of Vickery Holman, a qualified professional valuer, in accordance with RICS Valuation Global Standards, published by The Royal Institution of Chartered Surveyors. The fair value of the land and buildings was determined using the market approach and comparable method.
Had the land and buildings been measured at historical cost, the amounts would be a cost of £2,384,302 (2024 : £2,384,302) less accumulated depreciation of £Nil (2024 : £Nil) providing a carrying value of £2,384,302 (2024 ; £2,384,302).
At 30 September 2025 tangible assets included assets at cost of £Nil and assets at valuation of £2,775,000 (2024 : assets at cost of £2,762,504 and assets at valuation of £Nil). |
|
|
|
(5) Investments
|
| Subsidiary Undertakings | | £ | | Cost | | | As at 01 October 2024 | 1 | | Additions | - | | Disposals | (1) | | As at 30 September 2025 | - | | Impairment | | | As at 30 September 2025 | - | | Net book value | | | As at 30 September 2025 | - | | As at 30 September 2024 | 1 |
Investments in subsidiary undertakings relate to the 100% direct ownership of the Ordinary shares of Q Brands Plus Limited, a company whose registered office is Indy House, Lighterage Hill, Newham, Truro, Cornwall, England TR1 2XR. The principal activity of that company is wholesale clothing and footwear. The company ceased to be a subsidiary of Nanmanest Limited on 30 September 2025. |
|
|
|
(6) Debtors
|
|
Amounts falling due within one year
|
|
| | | 2025 | | 2024 | | £ | | £ | | | Trade debtors | - | | 52 | | Other debtors | 16,713 | | 35,927 | | Prepayments and accrued income | 1,344 | | 290 | | 18,056 | | 36,268 |
|
|
|
|
(7) Creditors: Amounts falling due within one year
|
| Included in other creditors is £2,626 (2024 : £100,944) relating to amounts owed to an associated group company. | | | 2025 | | 2024 | | £ | | £ | | | Trade creditors | 167,267 | | 167,369 | | Bank loans and overdrafts | 6,667 | | 10,000 | | Finance leases | - | | 10,986 | | Other taxes and social security | 695 | | 216 | | Other creditors | 434,844 | | 712,398 | | Accruals and deferred income | 161,068 | | 3,481 | | 770,541 | | 904,450 |
|
|
|
(8) Creditors: Amounts falling due after more than one year
|
| | | 2025 | | 2024 | | £ | | £ | | | Bank loans and overdrafts | 1,700,000 | | 50,667 | | | | | | | | | | 1,700,000 | | 50,667 |
|
|
|
(9) Provision for liabilities
|
| The provision for deferred tax at 30 September 2025 relates to that arising on the revaluation of the company's property as shown in note 4. The provision at 30 September 2024 related to accelerated capital allowances. | | | 2025 | | 2024 | | £ | | £ | | | | | | | Deferred taxation | 97,675 | | 28,000 | | 97,675 | | 28,000 |
|
|
|
|
|
(10) Share capital and reserves
|
| | Alloted, called up and fully paid: | 2025 | | 2024 | | £ | | £ | | | 2 (2024 : 2) Ordinary of £ 0.50 each | 1 | | 1 | | 1 | | 1 | | | The balance on the Revaluation Reserve at 30 September 2025 was £293,023 which comprised the revaluation gain of £390,698 (2024 : £Nil) on the company's freehold property less a provision for deferred tax of £97,675 (2024 : £nil) | | | Retained earnings | | | 2025 | | | | £ | | At 1 October 2024 | | | 1,908,175 | | Loss of the year | | | (173,504) | | Dividends paid | | | (1,700,001) | | At 30 September 2025 | | | 34,670 | |
|
Retained earnings
|
|
| Called up and fully paid: | | Retained earnings | | | 2025 | | | | £ | | | At 1 October 2024 | | | 1,908,175 | | Loss of the year | | | (173,504) | | Dividends paid | | | (1,700,001) | | At 30 September 2025 | | | 34,670 | |
|
|
|
|
(11) Commitments, guarantees and contingencies
|
|
Secured Liabilities
|
|
Hire purchase contracts shown in note 7 as finance leases, are secured against the asset to which they relate.
White Oak UK No 5 Limited and Ldf Finance no. 3 Limited held a legal mortgage and fixed and floating charges over the company's freehold, leasehold, other immovable property and its intellectual property. In addition, a negative pledge has also been given. These charges were satisfied on 3 April 2025 and replaced by a charge held by Mr M Fitzgerald over Nansloe Manor, Nansloe Lodge and associated land. This charge includes a negative pledge. |
|
|
|
|
(12) Related party transactions
|
| On 30 September 2025 the company made a distribution in specie to QBP Holdings Limited, its holding company, amounting to £1,700,001 (2024 : £nil). |
|
|
|
(13) Ultimate controlling party
|
| The ultimate controlling party is Mr Peter Masters and Mrs Kim Masters by virtue of their ownership of 100% of the issued share capital of QBP Holdings Limited, for which the registered office and principal place of business is Indy House, Lighterage Hill, Newham, Truro, Cornwall, England TR1 2XR. |
|
|
|
(14) Events after the end of the reporting period
|
| The company changed its name from Elm Tree Estates Limited to Nanmanest Limited on 17 November 2025. |
|