Britannia Brands Limited 31/03/2022 iXBRL
Britannia Brands Limited 31/03/2022 iXBRL
Company registration number:
02436286
Contents
Directors and other information
Strategic report
Directors report
Independent auditor's report to the members
Statement of income and retained earnings
Statement of financial position
Statement of cash flows
Notes to the financial statements
Directors and other information
Directors |
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Secretary |
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Company number |
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Registered office |
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Auditor |
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Lynwood House | ||
373/375 Station Road | ||
Harrow | ||
HA1 2AW | ||
Strategic report
Year ended 31 March 2022
The principal and only activity of the company is to act as an investment holding company. Full details of investments are provided in note 9 to the financial statements.
The Company results are disclosed on page 9 9. The Company's only key performance indicator relates to dividend income received, which amounted to £74,682,298 (31 March 2021 : £45,107,294). The key risk to the Company relates to the cash flows, profitability and ability of the investee companies to pay dividends.
Principal risks and uncertainties
The company faces the risk and uncertainty of receipts of dividends from its shareholding in ABI Holdings Ltd, which itself is dependent on receipt of dividends from its subsidiary Associated Biscuits International Ltd. Britannia Brands Limited also faces the risk of volatility in FX rates
The company, despite its various investments being affected by Covid 19, and itself being exposed to volatility of GBP, still recorded an increase in profits this year driven by the increase in dividends received from its investments.
Section 172 Statement
Section 172 (1) of the Companies Act 2006 requires that each director of a company must act in a way that they consider, in good faith, would most likely promote the success of the company for the benefit of its members as a whole.
Clients
The company does not have any clients as it is an investment company.
Employees
The company is committed to being a responsible business. Due to the nature of the company the business does not have any employees.
Development and performance
The company, like most of the businesses, has been widely affected by the volatility of the GBP and Covid 19.
Investments
The principal activities of the company is that of investment holding. The directors invest into safe and low risk investments with an intention to hold for a longer term.
As the board of directors, we are fully confident, that the Company's financial situation will strengthen. Therefore, we have a reasonable expectation, that the company has adequate resources to continue in operational for the foreseeable future.
This report was approved by the board of directors on 20 October 2022 and signed on behalf of the board by:
Director
Directors report
Year ended 31 March 2022
The directors present their report and the financial statements of the company for the year ended 31 March 2022.
Directors
The directors who served the company during the year and up to the date of signing these financial statements were as follows:
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Dividends
Particulars of recommended dividends are detailed in note 8 to the financial statements.
Future developments
The directors believe that the company is in good financial position.
Greenhouse gas emissions and energy consumption
Methodologies for energy and emissions calculations
As the company has not consumed more than 40,000 kWh of energy, it qualifies as a low energy user under the regulations and is not required to report on its emission, energy consumption or energy efficiency activities.
Financial instruments
The company has a normal level of exposure to price, liquidity and cashflow risks arising from trading activities.
Disclosure of information in the strategic report.
Directors responsibilities statement
The directors are responsible for preparing the strategic report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
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select suitable accounting policies and then apply them consistently;
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make judgments and accounting estimates that are reasonable and prudent;
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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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 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.
Statement of disclosure to auditor
Each of the persons who is a director at the date of approval of this report confirms that:
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so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Auditor
The auditors RDP Newman LLP was appointed on 1 November 2021 and are deemed to have been re-appointed in accordance with section 487 (2) of the Companies Act 2006.
This report was approved by the board of directors on
20 October 2022
and signed on behalf of the board by:
Director
Independent auditor's report to the members of
Year ended 31 March 2022
Opinion
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other Information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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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
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the strategic report and the directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Responsibilities of directors
Auditor's responsibilities for the audit of the financial statements
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 auditors 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.
For and on behalf of
Chartered Accountants and Statutory Auditor
Lynwood House
373/375 Station Road
Harrow
HA1 2AW
Statement of income and retained earnings
Year ended 31 March 2022
2022 | 2021 | |||||
Note | £ | £ | ||||
Turnover | - | - | ||||
Cost of sales | - | - | ||||
Administrative expenses |
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Operating profit/(loss) | 4 |
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Income from other fixed asset investments | 6 |
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Profit before taxation |
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Tax on profit | 7 | - | - | |||
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Profit for the financial year and total comprehensive income |
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Dividends declared and paid or payable during the year | 8 |
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Retained earnings at the start of the year |
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Retained earnings at the end of the year |
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All the activities of the company are from continuing operations.
Statement of financial position
31 March 2022
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Note | £ | £ | £ | £ | |||||
Fixed assets | |||||||||
Investments | 9 |
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Current assets | |||||||||
Debtors: | |||||||||
Amounts falling due within one year | 10 |
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Cash at bank and in hand |
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Creditors: amounts falling due | |||||||||
within one year | 11 |
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Net current assets |
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Total assets less current liabilities |
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Net assets |
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Capital and reserves | |||||||||
Called up share capital | 12 |
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Share premium account | 13 |
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Profit and loss account | 13 |
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Shareholders funds |
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These financial statements were approved by the
board of directors
and authorised for issue on
20 October 2022
, and are signed on behalf of the board by:
Director
Company registration number:
02436286
Statement of cash flows
Year ended 31 March 2022
2022 | 2021 | |||
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Cash flows from operating activities | ||||
Profit for the financial year |
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Adjustments for: | ||||
Income from other fixed asset investments |
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(Decrease)/increase in trade and other creditors |
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Changes in: | ||||
Trade and other debtors | - |
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Cash generated from operations |
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Net cash from operating activities |
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Cash flows from investing activities | ||||
Dividends received |
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Net cash from investing activities |
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Cash flows from financing activities | ||||
Proceeds from loans from group undertakings | - |
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Equity dividends paid |
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Net cash used in financing activities |
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Net increase/(decrease) in cash and cash equivalents |
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Cash and cash equivalents at beginning of year | 668,794 | 45,579 | ||
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Cash and cash equivalents at end of year |
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Notes to the financial statements
Year ended 31 March 2022
1.
General information
The company is a private company limited by shares, registered in England & Wales. The address of the registered office is 34 Ely Place, London, England, EC1N 6TD.
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Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the requirements of Companies Act 2006.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis.
The financial statements are prepared in sterling. Monetary amounts in these financial statements are rounded to the nearest £. The functional currency of the entity is USD
Going concern
Judgements and key sources of estimation uncertainty
The key uncertainty affecting the company is the fluctuation of the foreign exchange rates on the market.
Taxation
Foreign currencies
Fixed asset investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost.
Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment.
Cash and cash equivalent
4.
Operating profit
Operating profit is stated after charging/(crediting):
2022 | 2021 | ||||
£ | £ | ||||
Foreign exchange differences |
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Fees payable for the audit of the financial statements |
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Staff costs
There were no employees during the year apart from the directors.No remuneration was paid to directors during the year or the prior year
6.
Income from other fixed asset investments
2022 | 2021 | |||
£ | £ | |||
Income from other fixed asset investments | 74,682,298 | 45,107,294 | ||
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Tax on profit
No provision for corporation tax liabilities has been made in these financial statements due to tax losses brought forward.
Reconciliation of tax expense
2022 | 2021 | |||
£ | £ | |||
Profit before taxation |
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Profit multiplied by rate of tax |
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Effect of revenue exempt from tax |
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Utilisation of tax losses |
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Unrelieved tax losses | - |
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Tax on profit | - | - | ||
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8.
Dividends
Equity dividends
2022 | 2021 | |||
£ | £ | |||
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year) |
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Investments
Shares in group undertakings | Total | ||
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Cost | |||
At 1 April 2021 and 31 March 2022 |
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Impairment | |||
At 1 April 2021 and 31 March 2022 | - | - | |
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Carrying amount | |||
At 31 March 2022 |
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At 31 March 2021 |
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Debtors
Debtors falling due within one year are as follows:
2022 | 2021 | |||
£ | £ | |||
Other debtors |
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Creditors: amounts falling due within one year
2022 | 2021 | |||
£ | £ | |||
Accruals |
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12.
Called up share capital
Issued, called up and fully paid
2022 | 2021 | ||||||||
No | £ | No | £ | ||||||
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2 | 2 | 2 | 2 | |||||
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2 | 1 | 2 | 1 | |||||
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All shares have full voting rights and rank pari pasu.
13.
Reserves
The share premium and Profit & Loss reserves include all current and prior years' retained profits and losses
14.
Analysis of changes in net debt
At 1 April 2021 | Cash flows | At 31 March 2022 | ||
£ | £ | £ | ||
Cash and cash equivalents |
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22,632 |
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15.
Contingent assets and liabilities
During the previous and current year, the intermediate parent Company, Leila Lands Ltd, entered into Facilities Agreements with Deutsche Bank AG, Singapore branch for USD 200,000,000, USD100,000,000 and USD 150,000,000 for various purposes. The loans are secured by corporate guarantees from the Company and other subsidiaries of Leila Lands Ltd along with a letter of support from the ultimate holding company, The Bombay Burmah Trading Corporation Limited. There are fixed and floating charges over all property or undertaking of the company excluding any identified shares as defined in the charged documents in favour of Deutsche Bank A.G., Singapore Branch
16.
Related party transactions
The Company has taken advantage under FRS 102 S33 not to disclose transactions with group companies whose voting rights are controlled within the group.
17.
Ultimate parent undertaking
The immediate parent undertaking is Leila Lands Limited, a company registered in Mauritius. The ultimate parent undertaking is The Bombay Burmah Trading Corporation Limited and the group accounts include the results, assets and liabilities of
Britannia Brands Limited
. The group accounts can be obtained at 9 Wallace Street, Fort Mumbai, India 400 001 the registered office of the company.