ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

unaudited 2018

PETERSHAM (UK) LIMITED - Company Information

Caseware UK (AP4) 2020.0.247 2020.0.247 2019-12-312019-12-31397274false100RestaurantsThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.2019-01-01false56true 10030036 2019-01-01 2019-12-31 10030036 2018-01-01 2018-12-31 10030036 2019-12-31 10030036 2018-12-31 10030036 2018-01-01 10030036 1 2019-01-01 2019-12-31 10030036 1 2018-01-01 2018-12-31 10030036 3 2019-01-01 2019-12-31 10030036 3 2018-01-01 2018-12-31 10030036 4 2019-01-01 2019-12-31 10030036 4 2018-01-01 2018-12-31 10030036 5 2019-01-01 2019-12-31 10030036 5 2018-01-01 2018-12-31 10030036 1 2019-01-01 2019-12-31 10030036 d:Exceptional 2019-01-01 2019-12-31 10030036 d:Exceptional 2018-01-01 2018-12-31 10030036 e:CompanySecretary1 2019-01-01 2019-12-31 10030036 e:Director1 2019-01-01 2019-12-31 10030036 e:Director2 2019-01-01 2019-12-31 10030036 e:Director3 2019-01-01 2019-12-31 10030036 e:RegisteredOffice 2019-01-01 2019-12-31 10030036 d:Buildings 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Registered number: 10030036

PETERSHAM (UK) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

PETERSHAM (UK) LIMITED

COMPANY INFORMATION

Directors	F Boglione
	L Boglione
	R Lanza


Company secretary	Breams Secretaries Limited


Registered number	10030036


Registered office	27-28 King Street
	London
	England
	WC2E 8JD


Independent auditor	WMT
	Chartered Accountants and Statutory Auditors
	Verulam Point
	Station Way
	St Albans
	Hertfordshire
	AL1 5HE

PETERSHAM (UK) LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditor's Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10 - 11
Statement of Changes in Equity	12
Statement of Cash Flows	13 - 14
Analysis of Net Debt	15
Notes to the Financial Statements	16 - 31

PETERSHAM (UK) LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2019

Introduction

The Directors present their report and financial statements for the year ended 31 December 2019.

Business review

The Company’s principal activity continues to be the running of the site at Covent Garden that includes two restaurants, a delicatessen, and a retail shop. As shown on the Company’s Statement of Comprehensive Income the Company generated turnover of £7,611,534 compared to £6,984,922 for the prior year.
The Loss for the year was £1,738,992 compared with a loss of £5,382,648 in the previous year. The company has net assets at 31 December 2019 of £3,417,899 compared to £2,156,825 at 31 December 2018.
During the year, the Company continued the constant review of costs and restructuring of departments to fall in line with turn-over as well as enhancing the management and training functions within the departments with view to increase sales and build a solid team.

Principal risks and uncertainties

The assessment of risks faced by the company and the development of strategies for dealing with these risks is achieved on an ongoing basis. The risk management process seeks to enable the early identification, evaluation and effective management of key risks, these are addressed through adherence to good business practices by directors and senior management.

The principal risk to the business remains upholding the correct circumstances for the site to generate the revenue required to move into positive trading. Accordingly, directors and senior management constantly review key measures of customer service, quality of experience, margins, staff costs as well as PR and marketing initiatives and respective generated brand visibility for consistent business growth.
Covid-19 has posed a risk to the company and made the business suffer losses in 2020. We are making a claim with the insurance company, utilizing to the best potential the governments furlough scheme and managing our cash-flow extremely carefully to make sure that we survive the closure and have the funds for reopening in spring/summer 2021.

Financial key performance indicators

The executive management team reviews detailed weekly and monthly information covering a range of financial and non-financial performance indicators. In the year 1 January 2019 to 31 December 2019 like for like sales growth was 9.0%. Gross profit as a percentage of total sales is monitored on a weekly basis, and the Company achieved a margin of 62.4% (31 December 2018: 58.2%).

Page 1

PETERSHAM (UK) LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2019

Other key performance indicators

At the balance sheet date, the company’s liabilities exceeded its current assets by £2,754,053, however, net equity shows a positive balance of £3,417,899. The directors believe that it is appropriate for the financial statements to be prepared on a going concern basis because the company’s existing sources of funding which include a personal loan of £714,053 as well as an intercompany loan of £800,499 from a director will continue to remain in place for the foreseeable future.

This report was approved by the board and signed on its behalf.

L Boglione

Director

Date: 12 March 2021

Page 2

PETERSHAM (UK) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2019

The directors present their report and the financial statements for the year ended 31 December 2019.

Directors' responsibilities statement

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 for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £1,738,992 (2018 - loss £5,382,648).

Directors

The directors who served during the year were:

F Boglione

L Boglione

R Lanza

Future developments

The directors expect to continue the same management policies for the foreseeable future.

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.

Page 3

PETERSHAM (UK) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2019

Post balance sheet events

Please see note 26 to these financial statements regarding significant events affecting the Company since the year end.

Auditor

The auditor, WMT, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

L Boglione

Director

Date: 12 March 2021

Page 4

PETERSHAM (UK) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PETERSHAM (UK) LIMITED

Opinion

We have audited the financial statements of Petersham (UK) Limited (the 'Company') for the year ended 31 December 2019, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2019 and of its loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2.2 in the financial statements, which indicates that conditions have been identified that may cast significant doubt on the Company's ability to continue as a going concern. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Whilst the directors are confident that the shareholders and other companies under common control will continue to provide the necessary funds to the Company through their financing facilities, there can be no certainty in these matters. Our opinion is not modified in respect of this matter.

Page 5

PETERSHAM (UK) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PETERSHAM (UK) LIMITED (CONTINUED)

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us 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 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.

Page 6

PETERSHAM (UK) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PETERSHAM (UK) LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for 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 the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

Other matters

The financial statements for the year ended 31 December 2018 were not audited and therefore the corresponding figures included in these accounts are unaudited.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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.

Page 7

PETERSHAM (UK) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PETERSHAM (UK) LIMITED (CONTINUED)

G Wintle (Senior Statutory Auditor)

for and on behalf of

WMT

Chartered Accountants and Statutory Auditors

Verulam Point

Station Way

St Albans

Hertfordshire

AL1 5HE

12 March 2021

Page 8

PETERSHAM (UK) LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2019

	2019	unaudited 2018
Note	£	£


Turnover	4	7,611,534	6,984,922
Cost of sales		(2,860,921)	(2,920,106)
Gross profit		4,750,613	4,064,816
Administrative expenses		(8,777,750)	(9,332,975)
Exceptional administrative expenses		2,206,537	-
Other operating income	5	(1,626)	21,501
Operating loss		(1,822,226)	(5,246,658)
Interest receivable and similar income	9	-	4,187
Interest payable and expenses	10	(13,363)	(43,580)
Loss before tax		(1,835,589)	(5,286,051)
Tax on loss	11	96,597	(96,597)
Loss for the financial year		(1,738,992)	(5,382,648)

Other comprehensive income for the year

Total comprehensive income for the year	(1,738,992)	(5,382,648)

The notes on pages 16 to 31 form part of these financial statements.

Page 9

PETERSHAM (UK) LIMITED

REGISTERED NUMBER: 10030036

BALANCE SHEET

AS AT 31 DECEMBER 2019

		2019		unaudited 2018
Note		£		£

Fixed assets
Tangible assets	13		6,191,163		7,054,844
			6,191,163		7,054,844
Current assets
Stocks	14	474,796		519,874
Debtors	15	865,776		777,406
Cash at bank and in hand	16	180,052		405,372
		1,520,624		1,702,652
Creditors: amounts falling due within one year	17	(4,274,677)		(6,504,074)
Net current liabilities			(2,754,053)		(4,801,422)
Total assets less current liabilities			3,437,110		2,253,422
Creditors: amounts falling due after more than one year	18		(19,211)		-
Provisions for liabilities
Deferred tax	21	-		(96,597)
			-		(96,597)
Net assets			3,417,899		2,156,825

Capital and reserves
Called up share capital	22	233	118
Share premium account		15,700,210	12,700,259
Profit and loss account		(12,282,544)	(10,543,552)
		3,417,899	2,156,825

Page 10

PETERSHAM (UK) LIMITED

REGISTERED NUMBER: 10030036

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2019

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

L Boglione

Director

Date: 12 March 2021

The notes on pages 16 to 31 form part of these financial statements.

Page 11

PETERSHAM (UK) LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2019

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2018 (unaudited)	100	9,699,951	(5,160,904)	4,539,147
Comprehensive income for the year
Loss for the year	-	-	(5,382,648)	(5,382,648)
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	(5,382,648)	(5,382,648)
Shares issued during the year	18	3,000,308	-	3,000,326
Total transactions with owners	18	3,000,308	-	3,000,326

At 1 January 2019 (unaudited)	118	12,700,259	(10,543,552)	2,156,825
Comprehensive income for the year
Loss for the year	-	-	(1,738,992)	(1,738,992)
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	(1,738,992)	(1,738,992)
Shares issued during the year	115	2,999,951	-	3,000,066
Total transactions with owners	115	2,999,951	-	3,000,066
At 31 December 2019	233	15,700,210	(12,282,544)	3,417,899

The notes on pages 16 to 31 form part of these financial statements.

Page 12

PETERSHAM (UK) LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2019

			2019	2018
			£	£

Cash flows from operating activities
Loss for the financial year	(1,738,992)	(5,382,648)
Adjustments for:
Depreciation of tangible assets	1,012,014	738,364
Interest paid	13,363	43,580
Interest received	-	(4,187)
Taxation charge	(96,597)	96,597
Decrease/(increase) in stocks	45,079	(165,874)
(Increase)/decrease in debtors	(84,319)	1,310,345
(Increase)/decrease in amounts owed by groups	(4,050)	11,039
(Decrease)/increase in creditors	(1,577,585)	1,509,958
Increase in amounts owed to groups	714,053	-
Increase in amounts owed to participating ints	434,588	76,190
Net cash generated from operating activities	(1,282,446)	(1,766,636)

Cash flows from investing activities
Purchase of tangible fixed assets	(148,333)	(1,730,011)
Interest received	-	4,187
HP interest paid	(398)	(93)
Net cash from investing activities	(148,731)	(1,725,917)
Cash flows from financing activities
Issue of ordinary shares	3,000,066	3,000,326
Other new loans	-	300,000
Repayment of other loans	(1,800,000)	-
Repayment of/new finance leases	18,776	7,401
Interest paid	(12,965)	(43,487)
Net cash used in financing activities	1,205,877	3,264,240
Net (decrease) in cash and cash equivalents	(225,300)	(228,313)
Cash and cash equivalents at beginning of year	405,352	633,666
Cash and cash equivalents at the end of year	180,052	405,353

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	180,052	405,372
Bank overdrafts	-	(19)

Page 13

PETERSHAM (UK) LIMITED

STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2019

		2019	2018
		£	£

	180,052	405,353

The notes on pages 16 to 31 form part of these financial statements.

Page 14

PETERSHAM (UK) LIMITED

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2019


At 1 January 2019 (unaudited)	Cash flows	New finance leases	At 31 December 2019
£	£	£	£

Cash at bank and in hand	405,372	(225,320)	-	180,052
Bank overdrafts	(19)	19	-	-
Debt due within 1 year	(1,800,000)	1,800,000	-	-
Finance leases	(7,401)	-	(18,776)	(26,177)
	(1,402,048)	1,574,699	(18,776)	153,875

The notes on pages 16 to 31 form part of these financial statements.

Page 15

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

1.	General information

Petersham (UK) Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is given on the company information page. The nature of the Company's operations and it's principal activities are disclosed in the strategic report.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

The Company is ultimately reliant on its financers, including Directors and shareholders. The Directors are confident that this support will continue for the foreseeable future and enable the Company to meet its working capital requirements, and on this basis deem it appropriate to prepare the financial statements on a going concern basis. Please also see note 26 to these financial statements regarding significant events affecting the Company since the balance sheet date.
Although the Directors have taken all necessary measures to satisfy themselves that the Company will continue to be able to operate throughout the current coronavirus pandemic and beyond, due to the industry in which the Company operates there are factors which are beyond the control of the Directors. These may include, for example, further lockdowns and prolonged restrictions on the ability of the Company to trade profitably. Therefore there is an inherent material uncertainty related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

Page 16

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 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'.

Page 17

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company 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 Company 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 Company 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.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

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.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 18

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

2.8

Pensions

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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.9

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 balance sheet 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 Balance Sheet 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 balance sheet date.

2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.11

Tangible fixed assets

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.

Page 19

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

2.11

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property	-	15 years
Motor vehicles	-	4 years
Fixtures and fittings	-	3 to 5 years
Computer equipment	-	3 years

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.

2.12

Stocks

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 outbasis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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.

2.13

Debtors

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.

2.14

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.

In the 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 Company's cash management.

2.15

Creditors

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.

Page 20

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

2.16

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

he preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. The nature of estimation means the actual outcomes could differ from those estimates. There are no material judgments made in the preparation of the accounts.

Sales	7,611,534	6,984,922
	7,611,534	6,984,922

Analysis of turnover by country of destination:

					2019	unaudited 2018
					£	£

United Kingdom	7,611,534	6,984,922
	7,611,534	6,984,922

Page 21

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

5.	Other operating income
		2019	unaudited 2018
		£	£

Other operating income	(1,626)	21,501
	(1,626)	21,501

6.	Auditor's remuneration
		2019	unaudited 2018
		£	£

Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements

20,152

Wages and salaries	2,800,380	4,059,321
Social security costs	233,283	-
Cost of defined contribution scheme	35,674	-
	3,069,337	4,059,321

The average monthly number of employees, including the directors, during the year was as follows:

	2019	unaudited 2018
	No.	No.

Employees	100	56

Page 22

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

8.	Directors' remuneration
		2019	unaudited 2018
		£	£

Directors' emoluments	144,000	163,321
	144,000	163,321

9.	Interest receivable
		2019	unaudited 2018
		£	£

	Other interest receivable	-	4,187
		-	4,187

10.	Interest payable and similar expenses
		2019	unaudited 2018
		£	£

Bank interest payable	12,965	43,487
Finance leases and hire purchase contracts	398	93
	13,363	43,580

Page 23

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019



Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	(96,597)	96,597
Total deferred tax	(96,597)	96,597


	Taxation on (loss)/profit on ordinary activities	(96,597)	96,597

Loss on ordinary activities before tax

(1,835,589)

(5,286,051)

Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	-	32,563
Capital allowances for year in excess of depreciation	-	(14,001)
Changes in provisions leading to an increase (decrease) in the tax charge	(96,597)	78,035
Total tax charge for the year	(96,597)	96,597

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

12.	Exceptional items
		2019	2018
		£	£

	Rent free period adjustment	(2,206,537)	-
		(2,206,537)	-

13.	Tangible fixed assets

	Long-term leasehold property	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2019	5,361,143	-	2,229,174	482,078	8,072,395
Additions	91,527	23,475	22,870	10,460	148,332
Transfers between classes	(15,100)	15,100	-	-	-
At 31 December 2019	5,437,570	38,575	2,252,044	492,538	8,220,727
Depreciation
At 1 January 2019	451,384	-	332,996	233,171	1,017,551
Charge for the year on owned assets	397,274	-	454,375	156,025	1,007,674
Charge for the year on financed assets	-	4,339	-	-	4,339
Transfers between classes	6,606	(6,606)	-	-	-
At 31 December 2019	855,264	(2,267)	787,371	389,196	2,029,564
Net book value
At 31 December 2019	4,582,306	40,842	1,464,673	103,342	6,191,163
At 31 December 2018	4,909,759	-	1,896,178	248,907	7,054,844

Page 25

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

13.Tangible fixed assets (continued)

The net book value of land and buildings may be further analysed as follows:
	2019	unaudited 2018
	£	£

Long leasehold	4,582,307	4,909,759
	4,582,307	4,909,759

14.	Stocks
		2019	unaudited 2018
		£	£

Finished goods and goods for resale	474,796	519,874
	474,796	519,874

15.

Debtors

					2019	unaudited 2018
					£	£

Due after more than one year
Other debtors	331,000	202,640
	331,000	202,640
Due within one year
Trade debtors	3,341	148,190
Amounts owed by group undertakings	38,689	34,639
Other debtors	210,176	29,468
Prepayments and accrued income	282,570	362,469
	865,776	777,406

Page 26

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

16.	Cash and cash equivalents
		2019	unaudited 2018
		£	£

Cash at bank and in hand	180,052	405,372
Less: bank overdrafts	-	(19)
	180,052	405,353

17.	Creditors: Amounts falling due within one year
		2019	unaudited 2018
		£	£

Bank overdrafts	-	19
Other loans	-	1,800,000
Trade creditors	1,008,121	1,330,051
Amounts owed to directors	714,053	-
Amounts owed to other participating interests	800,499	365,911
Other taxation and social security	365,411	479,185
Obligations under finance lease and hire purchase contracts	6,967	7,401
Other creditors	566,941	1,734,507
Accruals and deferred income	812,685	787,000
	4,274,677	6,504,074

The following liabilities were secured:
	2019	2018
	£	£


Obligations under finance lease and hire purchase contracts	6,967	7,401
	6,967	7,401

Details of security provided:

The HP liability is secured upon the asset to which it pertains.

Page 27

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

18.	Creditors: Amounts falling due after more than one year
		2019	unaudited 2018
		£	£

Net obligations under finance leases and hire purchase contracts	19,211	-
	19,211	-

The following liabilities were secured:
	2019	2018
	£	£


Net obligations under finance leases and hire purchase contracts	19,211	-
	19,211	-

Details of security provided:

The HP creditor is secured upon the asset to which it pertains.

Within one year	6,966	3,190
Between 1-5 years	19,210	4,210
	26,176	7,400

Page 28

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

20.	Financial instruments
		2019	2018
		£	£

Financial assets
Debt instruments measured at amortised cost:	-	-
Financial assets measured at fair value through profit or loss	252,206	212,298

	252,206	212,298

Financial liabilities
Measured at amortised cost:	-	-
Bank loans and overdrafts	-	(1,800,019)
Trade and other creditors	(3,902,301)	(4,217,469)
Finance leases and hire purchase agreements	(26,177)	(7,401)
	(3,928,478)	(6,024,889)

	Financial assets that are debt instruments measured at amortised cost consist of trade and other debtors.
	Financial liabilities measured at amortised cost consist of trade creditors, bank loans, other creditors and obligations under finance lease and hire purchase contracts.

21.	Deferred taxation

		2019
		£

	At beginning of year (unaudited)	(96,597)
	Charged to profit or loss	96,597
	At end of year	-

Page 29

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

21.Deferred taxation (continued)

The deferred taxation balance is made up as follows:
	2019	unaudited 2018
	£	£

	Accelerated capital allowances	-	(96,597)
		-	(96,597)

22.	Share capital
		2019	unaudited 2018
		£	£

Allotted, called up and fully paid

23,300 (2018 - 11,800) Ordinary shares of £0.01 each	233	118

During the year the company issued 11,500 Ordinary shares of £0.01 at an issue price of £260.87 in order to raise further share capital.

23.	Pension commitments

The Company operates a defined contributions 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 £35,674 (2018: £nil). Contributions totalling £15,350 (2018: £7,099) were payable to the fund at the balance sheet date

Not later than 1 year	646,071	1,246,738
Later than 1 year and not later than 5 years	2,584,282	3,717,731
Later than 5 years	9,707,075	13,857,143
	12,937,428	18,821,612

Page 30

PETERSHAM (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

25.

Related party transactions

Petersham (UK) Limited has Directors and Shareholders in common with PN IP Holdings Limited and Petersham Nurseries Limited, making them related parties.
At the balance sheet date, the amount outstanding from PN IP Holdings Limited was £38,689 (2018: 34,639). The amount owing to Petersham Nurseries Limited was £800,499 (2018: £365,911).
At the balance sheet date £714,053 (2018: £nil) is owed to a director, this is repayable on demand and no interest is charged.

26.	Post balance sheet events

Since the balance sheet date, the COVID-19 (coronavirus) pandemic has had an increasingly significant effect on individuals, businesses and organisations worldwide, including Petersham UK Limited. The outbreak came into widespread public knowledge in 2020. In accordance with the Financial Reporting Standard applicable in the UK and the Republic of Ireland and as confirmed by the Financial Reporting Council, the emergence of coronavirus is a non-adjusting post balance sheet event for any entity with a year end of 31 December 2019 or earlier, so this is applicable to Petersham UK Limited. Therefore, assets and liabilities should not be adjusted for any potential impact of the pandemic unless the impact is so significant that the Company is no longer a going concern.
The Directors have considered the effect on the value of the assets and liabilities of the Company since the balance sheet date, as well as actual and expected future income and expenditure, cash flow requirements and the Company’s ability to continue as a going concern. They have taken steps to protect the workforce and the business, including its cash flow, so as to be able to maintain liquidity given that the effects of the current crisis are likely to last for several months. The management team have been able to mitigate the risks by furloughing employees, applying for Job Retention Scheme and securing additional finance. Following the gradual relaxation of the lockdown rules, the Company has been able to resume trade to dine in customers by adapting to adhere to all necessary distancing measures and COVID-19 safety protocols.
The Directors have taken all necessary measures to satisfy themselves that the Company will continue to be able to operate throughout the current restricted trading conditions and beyond. Therefore, the Company is considered to be a going concern and no adjustments have been made to the figures in these financial statements in respect of events since the balance sheet date.

27.	Controlling party

There is no ultimate controlling party in this current or comparative year.

Page 31