Britannia Brands Limited 31/03/2021 iXBRL


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Company registration number: 02436286
Britannia Brands Limited
Financial statements
Year ended
31 March 2021
Britannia Brands Limited
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
Britannia Brands Limited
Directors and other information
Directors Mr Stephen Richard Page
Mr Jayant Gadgil
Mr Rajiv Batra
Mr Anil Kumar Hirjee (Deceased)
Mr J. Pandit (Appointed 7 June 2021)
Secretary Stephen Richard Page
Company number 02436286
Registered office 34 Ely Place
London
England
EC1N 6TD
Auditor Atkins & Partners
Chartered Accountants
4th Floor, Suite 2B
Congress House
Lyon Road
Harrow
HA1 2EN
Britannia Brands Limited
Strategic report
Year ended 31 March 2021
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 8. The Company's only key performance indicator relates to dividend income received, which amounted to £45,107,294 (31 March 2020 : £28,193,545). The key risk to the Company relates to the cash flows and ability of the investee companies to pay dividends.
Future prospects remain positive with the trading performance of the investee companies remaining healthy.
Principal risks and uncertainties
The company faces the risk and uncertainty of receipts of dividends from the subsidiary undertakings.
The directors anticipate that the business environment will remain stable despite the impact of Covid 19. They believe that the company is in sound financial position and will remain so in the foreseeable future.
This report was approved by the board of directors on 11 June 2021 and signed on behalf of the board by:
Mr Jayant Gadgil
Director
Britannia Brands Limited
Directors report
Year ended 31 March 2021
The directors present their report and the financial statements of the company for the year ended 31 March 2021.
Directors
The directors who served the company during the year were as follows:
Mr Stephen Richard Page
Mr Jayant Gadgil
Mr Rajiv Batra
Mr Anil Kumar Hirjee (Deceased)
Mr J. Pandit (Appointed 7 June 2021)
During the year under review, Mr. Anil Kumar Hirjee, Director passed away on 27 September 2020. The Board placed on record its sincere appreciation of the contributions made by him as a Member of the Board
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.
Financial instruments
The company has a normal level of exposure to price, liquidity and cashflow risks arising from trading activities.
Events after the end of the reporting period
Particulars of events after the reporting period are detailed in note 14 to the financial statements.
Disclosure of information in the strategic report.
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties.
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:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
- 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 2 0 06. 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.
Disclosure of information to auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- 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 auditor Atkins & Partners is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on 11 June 2021 and signed on behalf of the board by:
Mr Jayant Gadgil
Director
Date: 11 June 2021
Britannia Brands Limited
Independent auditor's report to the members of
Britannia Brands Limited
Year ended 31 March 2021
Opinion
We have audited the financial statements of Britannia Brands Limited for the year ended 31 March 2021 which comprise the statement of income and retained earnings, statement of financial position, statement of cash flows and notes to the financial statements, 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). 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. In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 March 2021 and of its profit 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 UK, including the FRC’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.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
- the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
- the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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.
Opinions 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 has 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 where 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 the 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. we also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Atul Thanawala (Senior Statutory Auditor)
For and on behalf of
Atkins & Partners
Chartered Accountants and Statutory Auditor
4th Floor, Suite 2B
Congress House
Lyon Road
Harrow
HA1 2EN
11 June 2021
Britannia Brands Limited
Statement of income and retained earnings
Year ended 31 March 2021
2021 2020
Note £ £
Turnover - -
Administrative expenses ( 563,755) ( 78,151)
_______ _______
Operating loss 4 ( 563,755) ( 78,151)
Income from other fixed asset investments 6 45,107,294 28,193,545
_______ _______
Profit before taxation 44,543,539 28,115,394
Tax on profit 7 - -
_______ _______
Profit for the financial year and total comprehensive income 44,543,539 28,115,394
_______ _______
Dividends declared and paid or payable during the year 8 ( 44,582,642) ( 28,119,284)
Retained earnings at the start of the year 5,753,048 5,756,938
_______ _______
Retained earnings at the end of the year 5,713,945 5,753,048
_______ _______
All the activities of the company are from continuing operations.
Britannia Brands Limited
Statement of financial position
31 March 2021
2021 2020
Note £ £ £ £
Fixed assets
Investments 9 7,018,060 7,018,060
_______ _______
7,018,060 7,018,060
Current assets
Debtors:
Amounts falling due within one year 10 27,590 1,678,621
Cash at bank and in hand 668,794 45,579
_______ _______
696,384 1,724,200
Creditors: amounts falling due
within one year 11 ( 16,001) ( 1,004,714)
_______ _______
Net current assets 680,383 719,486
_______ _______
Total assets less current liabilities 7,698,443 7,737,546
_______ _______
Net assets 7,698,443 7,737,546
_______ _______
Capital and reserves
Called up share capital 12 3 3
Share premium account 13 1,984,495 1,984,495
Profit and loss account 13 5,713,945 5,753,048
_______ _______
Shareholders funds 7,698,443 7,737,546
_______ _______
These financial statements were approved by the board of directors and authorised for issue on 11 June 2021 , and are signed on behalf of the board by:
Mr Jayant Gadgil
Director
Company registration number: 02436286
Britannia Brands Limited
Statement of cash flows
Year ended 31 March 2021
2021 2020
£ £
Cash flows from operating activities
Profit for the financial year 44,543,539 28,115,394
Adjustments for:
Income from other fixed asset investments ( 45,107,294) ( 28,193,545)
Changes in:
Trade and other debtors 1,651,031 6,121
_______ _______
Cash generated from operations 1,087,276 ( 72,030)
_______ _______
Net cash from/(used in) operating activities 1,087,276 ( 72,030)
_______ _______
Cash flows from investing activities
Dividends received 45,107,294 28,193,545
_______ _______
Net cash from investing activities 45,107,294 28,193,545
_______ _______
Cash flows from financing activities
Proceeds from loans from group undertakings ( 988,713) -
Equity dividends paid ( 44,582,642) ( 28,119,284)
_______ _______
Net cash used in financing activities ( 45,571,355) ( 28,119,284)
_______ _______
Net increase/(decrease) in cash and cash equivalents 623,215 2,231
Cash and cash equivalents at beginning of year 45,579 43,348
_______ _______
Cash and cash equivalents at end of year 668,794 45,579
_______ _______
Britannia Brands Limited
Notes to the financial statements
Year ended 31 March 2021
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.
2. 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'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Consolidation
The company is entitled to the exemption under Section 400 of the Companies Act 2006 from the obligation to prepare group accounts.These financial statements present information about the company as an individual undertaking and not about its group
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss.
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. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Cash and cash equivalent
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings or current liabilities
Related parties
For the purposes of these financial statements, a party is considered to be related to the Company if: (i) the party has the ability, directly or indirectly, through one or more intermediaries, to control the Company or exercise significant influence over the company in making financial and operating policy decisions, or has joint control over the Company; (ii) the Company and the party are subject to common control; (iii) the party is an associate of the Company or a joint venture in which the Company is a venturer; (iv) the party is a member of key management personnel of the Company or the Company's parent, or a close family member of such an individual, or is an entity under the control, joint control or significant influence of such individuals; (v) the party is a close family member of a party referred to in (i) or is an entity under the control, joint control or significant influence of such individuals; or (vi) the party is a post-employment benefit plan which is for the benefit of employees of the Company or of any entity that is a related party of the Company. (vii) the party, or any member of a group of which it is part, provides key management personnel services to the company or its parent. Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.
4. Operating profit
Operating profit is stated after charging/(crediting):
2021 2020
£ £
Foreign exchange differences 555,597 71,709
Fees payable for the audit of the financial statements 3,500 3,500
_______ _______
5. Staff costs
There were no employees during the year apart from the directors.No remuneration was paid to directors during the year.
6. Income from other fixed asset investments
2021 2020
£ £
Income from other fixed asset investments 45,107,294 28,193,545
_______ _______
7. Tax on profit
No provision for corporation tax liabilities has been made in these financial statements due to tax losses incurred during the year.
8. Dividends
Equity dividends
2021 2020
£ £
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year) 44,582,642 28,119,284
_______ _______
9. Investments
Shares in group undertakings Total
£ £
Cost
At 1 April 2020 and 31 March 2021 7,018,060 7,018,060
_______ _______
Impairment
At 1 April 2020 and 31 March 2021 - -
_______ _______
Carrying amount
At 31 March 2021 7,018,060 7,018,060
_______ _______
At 31 March 2020 7,018,060 7,018,060
_______ _______
10. Debtors
Debtors falling due within one year are as follows:
2021 2020
£ £
Amounts owed by group undertakings - 1,651,031
Other debtors 27,590 27,590
_______ _______
27,590 1,678,621
_______ _______
11. Creditors: amounts falling due within one year
2021 2020
£ £
Amounts owed to group undertakings - 988,713
Accruals and deferred income 16,001 16,001
_______ _______
16,001 1,004,714
_______ _______
12. Called up share capital
Issued, called up and fully paid
2021 2020
No £ No £
Ordinary shares of £ 1.00 each 2 2 2 2
Ordinary shares of £ 0.50 each 2 1 2 1
_______ _______ _______ _______
4 3 4 3
_______ _______ _______ _______
13. Reserves
The Profit & Loss and share premium reserves include all current and prior year's retained profits and losses
14. Events after the end of the reporting period
During the year, the intermediate parent Company, Leila Lands Ltd, entered into a facility agreement with Deutsche Bank AG, Singapore branch for USD 200,000,000 for various purposes. The loan is secured by corporate guarantees from the Company and other subsidiaries of Leila Lands Ltd along with a letter of comfort from the ultimate holding company, The Bombay Burmah Trading Corporation, Limited. In April and May 2021, the loan was fully drawn down.
15. Related party transactions
The Company has taken advantage under FRS 8 not to disclose transactions with group companies whose voting rights are controlled within the group.
16. Ultimate parent undertaking
The immediate parent undertaking is Leila Lands Limited, a company registered in Mauritius. The company is an investment holding company. The ultimate parent undertaking is The Bombay Burmah Trading Corporation Limited and the group accounts include the results, assets and liabilities of the company. The group accounts can be obtained at the registered office of the company.