The Gipsy Hill Brewing Company Ltd

The Gipsy Hill Brewing Company Ltd

THE GIPSY HILL BREWING COMPANY LTD. - Company Information

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2021-01-012021-12-312021-12-31false08753051The Gipsy Hill Brewing Company 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The Gipsy Hill Brewing Company Ltd

Registered Number
08753051
(England and Wales)

Unaudited Financial Statements for the Year ended
31 December 2021

The Gipsy Hill Brewing Company Ltd
Company Information
for the year from 1 January 2021 to 31 December 2021

Directors

S R Easton
T J C Eggar
C M Filmer
A F Hook
B R Mackie
S T McMeekin
C R Shaw

Registered Address

Unit 11 Hamilton Road Industrial Estate
Hamilton Road
London
SE27 9SF

Registered Number

08753051 (England and Wales)
The Gipsy Hill Brewing Company Ltd
Statement of Financial Position
31 December 2021

Notes

2021

2020

£

£

£

£

Fixed assets
Intangible assets919,42334,443
Tangible assets102,276,8141,882,805
Investments11200200
2,296,4371,917,448
Current assets
Stocks16512,416438,169
Debtors171,164,077713,378
Cash at bank and on hand207,3872,026,986
1,883,8803,178,533
Creditors amounts falling due within one year18(6,500,434)(470,550)
Net current assets (liabilities)(4,616,554)2,707,983
Total assets less current liabilities(2,320,117)4,625,431
Creditors amounts falling due after one year19(148,819)(5,388,349)
Net assets(2,468,936)(762,918)
Capital and reserves
Called up share capital1312
Share premium1,099,7751,099,775
Other reserves265,760265,760
Profit and loss account(3,834,484)(2,128,465)
Shareholders' funds(2,468,936)(762,918)
  • The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
  • The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
  • The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
  • These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The directors have chosen to not file a copy of the company’s profit and loss account.
The financial statements were approved and authorised for issue by the Board of Directors on 2 September 2022, and are signed on its behalf by:
S T McMeekin
Director
Registered Company No. 08753051
The Gipsy Hill Brewing Company Ltd
Notes to the Financial Statements
for the year ended 31 December 2021

1.Statutory information
The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
2.Compliance with applicable reporting framework
The financial statements have been prepared in compliance with FRS 102 Section 1A as it applies to the financial statements for the period and there were no material departures from the reporting standard.
3.Principal activities
The principal activity of the company in the period under review was that of running a brewery.
4.Smallest group in which results are consolidated
The financial statements contain information about The Gipsy Hill Brewing Company Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. The ultimate controlling party is C R Shaw.
5.Basis of measurement used in financial statements
These financial statements have been prepared under the historical cost convention.
6.Accounting policies
Functional and presentation currency policy
The financial statements are presented in sterling and this is the functional currency of the company.
Turnover policy
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The statement of financial position is credited with the value of invoiced sales, as deferred income, which is then amortised to revenue over the period of the contract. At the statement of financial position date, the carrying value of deferred income reflects the total value of invoiced sales which has not yet been recognised as revenue.
Property, plant and equipment policy
Tangible assets are stated at cost (or deemed cost), less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Straight line (years)
Land and buildings5
Plant and machinery10
Fixtures and fittings10
Office Equipment3
Intangible assets policy
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Included in intangible assets are the following asset classes with the following depreciation rates: Trademarks - 4 years straight line Web development - 4 years straight line Brand Designs - 4 years straight line Licences - 2 years straight line
Stocks policy
Inventories are valued at the lower of cost and estimated selling price (less any associated costs to enable such sales to complete).
Revenue recognition policy
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
Taxation policy
Taxation for the year comprises current tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. Current taxation assets and liabilities are not discounted. Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. Tax credits shown on the income statement represent tax credits receivable from HMRC as a result of successful claims under HMRC's SME R&D tax relief scheme.
Research and development policy
Revenue expenditure on research and development is written off in the year in which it is incurred. The company qualifies to make claims under the SME R&D tax relief scheme. Benefits arising from successful claims under the SME R&D tax relief scheme are reflected 'below the line' as a reduction in the Corporation Tax charge or, if loss making, as a Corporation Tax credit. Benefits receivable from R&D claims are recognised in the reporting period in which the qualifying expenditure is incurred.
Foreign currency translation and operations policy
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each reporting 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 the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Government grants and other government assistance policy
Coronavirus Job Retention Scheme (CJRS) grant income is recognised in the period to which the underlying furloughed staff costs relate to. Grant income has also been recognised in respect of Business Interruption Relief granted on loans during the pandemic.
Leases policy
Rentals paid under operating leases are charged to income statement on a straight line basis over the period of the lease. Assets held under finance leases which are leases where substantially all the risks and rewards of ownership of the asset have passed to the company, and hire purchase contracts are capitalised in the statement of financial position. They are depreciated over the shorter of their useful lives or the term of the lease.
Investments policy
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value where the difference between cost and fair value is material. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the income statement.
Employee benefits policy
Contributions to defined contribution plans are expensed in the period to which they relate.
Valuation of financial instruments policy
The Company has chosen to adopt the Sections 11and 12 of FRS 102 in respect of financial instruments. The Company only enters into basic financial instruments 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 non puttable ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently,at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out right short term loan not at market rate, the financial asset or liability is measured, initially,at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position 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. Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk to changes in value.
Going concern
The financial statements have been prepared on a going concern basis. The company incurred losses during the year, however, included in the profit and loss account is a total bond discount expense of £225,669 in connection with multiple convertible loan notes that were issued by the company in the prior year and accounted for at amortised cost using the effective interest method. The convertible loan notes converted early, shortly after the year-end in February 2022, and so it has been necessary to accelerate the unwinding of the bond discounts in connection with the loan notes in these financial statements, which has given rise to a high interest expense. The conversion of the loan notes will see a balance of £5,911,910 transferred from current liabilities to equity, which will significantly improve the company's net asset position going forward. The directors are of the opinion that the company has sufficient current assets at 31 December 2021 to continue trading for the foreseeable future and it is for these reasons the directors are of the opinion that the financial statements should be prepared on a going concern basis.
7.Critical estimates and judgements
In the prior year the company issued multiple convertible loan notes for total proceeds of £4,653,164 which attracted interest at 8% per annum. In line with the accounting treatment for convertible debt instruments under Financial Reporting Standard 102, the respective liability and equity components of the loan notes were calculated and the liability components were then accounted for at amortised cost using the effective interest method. Judgements had to be made with regards to when the convertible loan would potentially convert in order to account for the liability at amortised cost using the effective interest method. Subsequent to the reporting year end the convertible loan notes converted earlier than original calculations had assumed. This has lead to an accelerated unwinding of the bond discount (present in the amortised cost calculations) during the financial year, and an unusually high expense in the profit and loss account as a result. In the next financial statements, a credit will be taken to the profit and loss account upon conversion of the loan notes which will neutralise the unwinding of the bond discount present in these financial statements. No other significant estimates or judgements have been applied to the figures or disclosures in these financial statements.
8.Employee information

20212020
Average number of employees during the year4024
9.Intangible assets

Other

Total

££
Cost or valuation
At 01 January 2142,08042,080
At 31 December 2142,08042,080
Amortisation and impairment
At 01 January 217,6377,637
Charge for year15,02015,020
At 31 December 2122,65722,657
Net book value
At 31 December 2119,42319,423
At 31 December 2034,44334,443
10.Property, plant and equipment

Land & buildings

Plant & machinery

Fixtures & fittings

Office Equipment

Total

£££££
Cost or valuation
At 01 January 215,4502,358,20662,23217,9882,443,876
Additions91,880484,31743,72716,420636,344
Disposals-(41,405)--(41,405)
Transfers-(2,737)2,737--
At 31 December 2197,3302,798,381108,69634,4083,038,815
Depreciation and impairment
At 01 January 21-539,32412,8678,880561,071
Charge for year12,745186,67210,9889,096219,501
On disposals-(18,573)--(18,573)
Other adjustments-2--2
At 31 December 2112,745707,42523,85517,976762,001
Net book value
At 31 December 2184,5852,090,95684,84116,4322,276,814
At 31 December 205,4501,818,88249,3659,1081,882,805
Included in Plant and Machinery are Tanks, which are depreciated over 20 years Included in Plant & Machinery are assets with a net book value of £158,330 (2020: £170,390) on which the company has continuing hire purchase agreements in place
11.Fixed asset investments

Investments in group undertakings and participating interests

Total

££
Cost or valuation
At 01 January 21200200
At 31 December 21200200
Net book value
At 31 December 21200200
At 31 December 20200200
12.Description of financial commitments other than capital commitments
Leasing Agreements Minimum lease payments under non-cancellable operating leases fall due as follows: Within 1 year - £386,210 (2020: £203,276) 2-5 years - £1,013,044 (2020: £335,139) over 5 years - £198,368
13.Description of nature of transactions and balances with related parties
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other companies within the group. At the statement of financial position date, the company owed the directors £1,250,396 (2020: £1,160,553). The loans are disclosed as convertible loans on the statement of financial position and attract interest at a rate of 8% per annum.
14.Description of event after reporting date
On 2 February 2022, shortly after the reporting period end date, all of the company’s convertible loan notes were settled upon the issue of new A Ordinary shares to the note holders. A total of 90,337 shares were issued at an average share price of £76.51.
15.Further information regarding the company's financial position
Asset Advantage Limited holds a fixed and floating charge over the assets of the company in respect of a finance agreement with the company.
16.Stocks

2021

2020

££
Raw materials and consumables342,485438,169
Work in progress53,515-
Finished goods116,416-
Total512,416438,169
17.Debtors

2021

2020

££
Trade debtors / trade receivables330,801120,744
Amounts owed by group undertakings251,371241,444
Other debtors347,780340,332
Prepayments and accrued income234,12510,858
Total1,164,077713,378
Included in Trade debtors is an amount of £3,794 (2020: £Nil) due from a group undertaking
18.Creditors within one year

2021

2020

££
Trade creditors / trade payables240,962172,301
Bank borrowings and overdrafts10,0005,833
Convertible loans5,855,778-
Taxation and social security175,164184,712
Other creditors81,03152,379
Accrued liabilities and deferred income137,49955,325
Total6,500,434470,550
19.Creditors after one year

2021

2020

££
Bank borrowings and overdrafts34,16744,167
Convertible loans-5,204,342
Other creditors114,652139,840
Total148,8195,388,349
The company’s total bank borrowings due within one year and after one year are guaranteed by the UK government under the Bounce Back Loan scheme.