ACCOUNTS - Final Accounts preparation


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Registered number: 09147126
















J R G PROPERTIES (CORNWALL) LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2022


































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J R G PROPERTIES (CORNWALL) LIMITED

 
COMPANY INFORMATION


DIRECTOR
Mr J Godden 




REGISTERED NUMBER
09147126



REGISTERED OFFICE
c/o Bishop Fleming LLP
Chy Nyverow

Newham Road

Truro

Cornwall

TR1 2DP




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

Chy Nyverow

Newham Road

Truro

Cornwall

TR1 2DP






J R G PROPERTIES (CORNWALL) LIMITED


CONTENTS



Page
Group strategic report
1
Director's report
2 - 3
Independent auditors' report
4 - 7
Consolidated statement of income and retained earnings
8
Consolidated statement of financial position
9 - 10
Company statement of financial position
11
Consolidated statement of cash flows
12 - 13
Consolidated analysis of net debt
14
Notes to the financial statements
15 - 31



J R G PROPERTIES (CORNWALL) LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2022

INTRODUCTION
 
The director presents his strategic review for the year ended 31 July 2022.

BUSINESS REVIEW
 
The director and staff of the group aim to share their passion for fish and seafood products with their customers, supplying quality products at competitive prices.
The results for the year show a pre-tax profit of £1,097,832 (2021: £58,483) and sales of £12,908,022 (2021: £97,843). This increases seen in the consolidated results are due to the company acquiring the entire share capital of Flyingfish Seafoods Company Limited on 22 December 2021. The results of Flyingfish have therefore been consolidated into the group accounts from the date of acquisition.

PRINCIPAL RISKS AND UNCERTAINTIES
 
Ordinarily, the main risk to the group is the supply of fish. The director seeks to mitigate this risk by ensuring that the company has a good relationship with key suppliers and paying them promptly.
The group also rents out investment properties, the main risk is the wider current economic environment and cost of living crisis which may impact the prompt payment of monthly rental payments by customers. This is monitored closely by the director.

FINANCIAL KEY PERFORMANCE INDICATORS
 
The key performance indicators are the gross profit margin and wage costs as a percentage of sales. These are prepared on a monthly basis and monitored by the director.


This report was approved by the board on 28 April 2023 and signed on its behalf.



Mr J Godden
Director

Page 1


J R G PROPERTIES (CORNWALL) LIMITED

 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 JULY 2022

The director presents his report and the financial statements for the year ended 31 July 2022.

DIRECTOR'S RESPONSIBILITIES STATEMENT

The director is responsible for preparing the Group strategic report, the Director's report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Group'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 Group will continue in business.

The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £804,098 (2021:£47,317).

No further dividends were proposed.

DIRECTOR

The director who served during the year was:

Mr J Godden 

FUTURE DEVELOPMENTS

Business activities continue to grow within Flyingfish as the impact of Covid receeds, this has had a significant impact on the value of the subsidiary increasing since it was acquired on 22 December 2021.
Following the elimination of risk to the business caused by Covid, the Director has decided to continue the successful expansion by developing the geographical coverage of the business.
This will involve establishing a new depot facility closer to new UK markets. A new depot will be located shortly and the fleet of refrigerated vehicles will be increased accordingly.
 

Page 2


J R G PROPERTIES (CORNWALL) LIMITED
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
DISCLOSURE OF INFORMATION TO AUDITORS

The director at the time when this Director's report is approved has confirmed that:
 
so far as  is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

 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 and the Group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

There have been no significant events affecting the Group since the year end.

AUDITORS

The auditorsBishop Fleming LLPwill 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.
 






Mr J Godden
Director

Date: 28 April 2023

c/o Bishop Fleming LLP
Chy Nyverow
Newham Road
Truro
Cornwall
TR1 2DP

Page 3


J R G PROPERTIES (CORNWALL) LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J R G PROPERTIES (CORNWALL) LIMITED
OPINION


We have audited the financial statements of J R G Properties (Cornwall) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2022, which comprise the Consolidated Statement of income and retained earnings, the Consolidated and Company Statements of financial position, the Consolidated Statement of cash flows and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 July 2022 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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.


CONCLUSIONS RELATING TO GOING CONCERN


In auditing the financial statements, we have concluded that the director's 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 Group's or the parent 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 director with respect to going concern are described in the relevant sections of this report.


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' report thereon.  The director is responsible for the other information contained within the Annual Report.  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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves.  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.


Page 4


J R G PROPERTIES (CORNWALL) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J R G PROPERTIES (CORNWALL) LIMITED (CONTINUED)

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 Group strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Director's 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Director's 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's 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 Director's responsibilities statement set out on page 2, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent 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 director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5


J R G PROPERTIES (CORNWALL) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J R G PROPERTIES (CORNWALL) LIMITED (CONTINUED)

AUDITORS' 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 Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have considered the nature of the industry and sector, control environment and business performance;
We have considered the results of our enquiries of management about their own identification and assessment of the risks of irregularities;
Any matters identified having obtained and reviewed the company's documentation of their policies and procedures relating to;
°Identifying, evaluation and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
°The internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in revenue recognition cut-off.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. 

We have also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006, Financial Reporting Standard 102 and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements, but compliance with which may be fundamental to the company's ability to operate or avoid a material penalty. These included food safety regulations, data protection regulations, occupational health and safety regulations and employment legislation.

Our procedures to respond to the risks identified included the following:
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
Enquiring of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries, and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of potential bias; and evaluating the business rationale of any significant
Page 6


J R G PROPERTIES (CORNWALL) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J R G PROPERTIES (CORNWALL) LIMITED (CONTINUED)

transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

The engagement team performed the majority of the audit testing remotely using online portals to share documentation securely and to make enquiries. Some testing was also performed in person on site. This has not had any detrimental impact on our ability to identify and respond to risks.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


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 2006Our 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.






Alison Oliver FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
Chy Nyverow
Newham Road
Truro
Cornwall
TR1 2DP

28 April 2023
Page 7


J R G PROPERTIES (CORNWALL) LIMITED

 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 JULY 2022

2022
2021
Note
£
£

  

Turnover
 4 
12,908,022
97,843

Cost of sales
  
(8,333,312)
-

GROSS PROFIT
  
4,574,710
97,843

Distribution costs
  
(590,376)
-

Administrative expenses
  
(2,888,060)
(17,871)

Other operating income
 5 
37,640
-

OPERATING PROFIT
 6 
1,133,914
79,972

Interest payable and similar expenses
 10 
(36,082)
(21,489)

PROFIT BEFORE TAX
  
1,097,832
58,483

Tax on profit
 11 
(293,734)
(11,166)

PROFIT AFTER TAX
  
804,098
47,317

  

  

Retained earnings at the beginning of the year
  
119,647
72,330

  
119,647
72,330

Profit for the year attributable to the owners of the parent
  
804,098
47,317

Dividends declared and paid
  
(250,000)
-

RETAINED EARNINGS AT THE END OF THE YEAR
  
673,745
119,647

Other NCI share movements
  
(186)
-

NON-CONTROLLING INTEREST AT THE END OF THE YEAR
  
(186)
-

The notes on pages 15 to 31 form part of these financial statements

Page 8


J R G PROPERTIES (CORNWALL) LIMITED
REGISTERED NUMBER:09147126

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 13 
5,140,249
-

Tangible assets
 14 
2,163,701
-

Investment property
 16 
1,534,174
1,534,174

  
8,838,124
1,534,174

Current assets
  

Stocks
 17 
321,138
-

Debtors: amounts falling due within one year
 18 
3,226,268
333

Cash at bank and in hand
 19 
503,177
30,761

  
4,050,583
31,094

Creditors: amounts falling due within one year
 20 
(1,901,371)
(934,578)

Net current assets/(liabilities)
  
 
 
2,149,212
 
 
(903,484)

Total assets less current liabilities
  
10,987,336
630,690

Creditors: amounts falling due after more than one year
 21 
(1,487,156)
(510,943)

Provisions for liabilities
  

Deferred taxation
 25 
(426,149)
-

  
 
 
(426,149)
 
 
-

Net assets excluding pension asset
  
9,074,031
119,747

Net assets
  
9,074,031
119,747


Capital and reserves
  

Called up share capital 
 26 
1,380
100

Share premium account
  
8,398,720
-

Profit and loss account
  
673,745
119,647

Equity attributable to owners of the parent Company
  
9,073,845
119,747

Non-controlling interests
  
186
-

  
9,074,031
119,747


Page 9


J R G PROPERTIES (CORNWALL) LIMITED
REGISTERED NUMBER:09147126
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JULY 2022

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





Mr J Godden
Director

Date: 28 April 2023

The notes on pages 15 to 31 form part of these financial statements.

Page 10


J R G PROPERTIES (CORNWALL) LIMITED
REGISTERED NUMBER:09147126

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2022

2022
2021
Note
£
£

Fixed assets
  

Investments
 15 
8,400,000
-

Investment property
 16 
1,534,174
1,534,174

  
9,934,174
1,534,174

Current assets
  

Debtors: amounts falling due within one year
 18 
3,531
333

Cash at bank and in hand
 19 
32,671
30,761

  
36,202
31,094

Creditors: amounts falling due within one year
 20 
(114,044)
(934,578)

Net current liabilities
  
 
 
(77,842)
 
 
(903,484)

Total assets less current liabilities
  
9,856,332
630,690

  

Creditors: amounts falling due after more than one year
 21 
(423,600)
(510,943)

  

Net assets excluding pension asset
  
9,432,732
119,747

Net assets
  
9,432,732
119,747


Capital and reserves
  

Called up share capital 
 26 
1,380
100

Share premium account
  
8,398,720
-

Profit and loss account
  
1,032,632
119,647

  
9,432,732
119,747


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





Mr J Godden
Director

Date: 28 April 2023

The notes on pages 15 to 31 form part of these financial statements.

Page 11


J R G PROPERTIES (CORNWALL) LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2022

2022
2021
£
£

Cash flows from operating activities

Profit for the financial year
804,098
47,317

Adjustments for:

Amortisation of intangible assets
318,422
-

Depreciation of tangible assets
447,878
-

Profit on disposal of tangible assets
9,593
-

Interest paid
36,082
21,489

Increase in deferred tax provision
426,149
-

(Increase)/decrease in stocks
(321,138)
-

(Increase)/decrease in debtors
(3,226,187)
4,667

Increase in creditors
437,947
69,152

Net cash generated from operating activities

(1,067,156)
142,625


Cash flows from investing activities

Purchase of intangible fixed assets
(5,458,671)
-

Purchase of tangible fixed assets
(945,425)
-

Recognition of fixed assets from acquisition
(1,675,747)
-

Net cash from investing activities

(8,079,843)
-

Cash flows from financing activities

Issue of ordinary shares
8,400,000
-

New secured loans
1,165,898
-

Repayment of loans
(117,343)
(150,440)

New finance leases
456,756
-

Dividends paid
(250,000)
-

Interest paid
(36,082)
(21,489)

Non-controlling interests
186
-

Net cash used in financing activities
9,619,415
(171,929)

Net increase/(decrease) in cash and cash equivalents
472,416
(29,304)

Cash and cash equivalents at beginning of year
30,761
60,065

Cash and cash equivalents at the end of year
503,177
30,761


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
503,177
30,761

503,177
30,761


Page 12


J R G PROPERTIES (CORNWALL) LIMITED

The notes on pages 15 to 31 form part of these financial statements.

Page 13


J R G PROPERTIES (CORNWALL) LIMITED


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JULY 2022





At 1 August 2021
Cash flows
Acquisition and disposal of subsidiaries
At 31 July 2022
£

£

£

£

Cash at bank and in hand

30,761

(5,236)

477,652

503,177

Debt due after 1 year

(510,943)

387,343

(1,125,000)

(1,248,600)

Debt due within 1 year

(82,173)

(135,898)

(175,000)

(393,071)

Finance leases

-

(93,585)

(363,170)

(456,755)



(562,355)
152,624
(1,185,518)
(1,595,249)

The notes on pages 15 to 31 form part of these financial statements.

Page 14


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

1.


GENERAL INFORMATION

J R G Properties (Cornwall) Limited is a private company, limited by shares, incorporated and registered in England and Wales. The registered office is c/o Bishop Fleming LLP, Chy Nyverow, Newham Road, Truro, Cornwall, TR1 2DP.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.

The financial statements use British Pounds Sterling as the presentational currency, and are rounded to the nearest £1 throughout.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 August 2015.

 
2.3

GOING CONCERN

The director has assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 15


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

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 Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group 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.

 
2.5

OPERATING LEASES: THE GROUP AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
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.

 
2.8

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 16


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

2.ACCOUNTING POLICIES (continued)

 
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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 reporting date.

 
2.10

INTANGIBLE ASSETS

GOODWILL

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of income and retained earnings over its useful economic life.

OTHER INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years

Page 17


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

2.ACCOUNTING POLICIES (continued)

 
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.

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:

Short-term leasehold property
-
10 years straight line
Plant and machinery
-
15% reducing balance
Motor vehicles
-
25% straight line
Fixtures and fittings
-
10% reducing balance
Computer equipment
-
3 years straight line

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

INVESTMENT PROPERTY

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.13

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of income and retained earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.14

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 out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

Page 18


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

2.ACCOUNTING POLICIES (continued)

 
2.15

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.

 
2.16

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 Consolidated 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 Group's cash management.

 
2.17

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.

 
2.18

PROVISIONS FOR LIABILITIES

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

 
2.19

FINANCIAL INSTRUMENTS

The Group 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.

 
2.20

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

No significant judgements and estimates have been identified in preparing the financial statements.

Page 19


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

4.


TURNOVER

All turnover arose within the United Kingdom.


5.


OTHER OPERATING INCOME

2022
2021
£
£

Sundry income
37,640
-

37,640
-



6.


OPERATING PROFIT

The operating profit is stated after charging:

2022
2021
£
£

Depreciation of tangible fixed assets
295,550
-

Amortisation of goodwill
318,422
-

Other operating lease rentals
80,876
-

Defined contribution pension cost
55,000
-


7.


AUDITORS' REMUNERATION

2022
2021
£
£


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
26,300
19,900


FEES PAYABLE TO THE GROUP'S AUDITOR AND ITS ASSOCIATES IN RESPECT OF:


Taxation compliance services
2,125
2,000

2,125
2,000

Page 20


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

8.


EMPLOYEES

Staff costs, including director's remuneration, were as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Wages and salaries
3,433,168
-
5,741
-

Cost of defined contribution scheme
55,000
-
-
-

3,488,168
-
5,741
-


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



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Management
30
1
1
1



Operations
73
-
-
-

103
1
1
1


9.


DIRECTOR'S REMUNERATION

2022
2021
£
£

Director's emoluments
9,591
-

9,591
-


During the year retirement benefits were accruing to 1 director (2021: Nil) in respect of defined contribution pension schemes.


10.


INTEREST PAYABLE AND SIMILAR EXPENSES

2022
2021
£
£


Bank interest payable
18,250
21,489

Finance leases and hire purchase contracts
14,652
-

Other interest payable
3,180
-

36,082
21,489

Page 21


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

11.


TAXATION


2022
2021
£
£

CORPORATION TAX


Current tax on profits for the year
161,639
11,166


161,639
11,166


TOTAL CURRENT TAX
161,639
11,166

DEFERRED TAX


Origination and reversal of timing differences
132,095
-

TOTAL DEFERRED TAX
132,095
-


TAX ON PROFIT
293,734
11,166

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2021:higher than) the standard rate of corporation tax in the UK of 19% (2021:19%). The differences are explained below:

2022
2021
£
£


Profit on ordinary activities before tax
1,097,832
58,483


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021:19%)
208,588
11,112

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
32,037
54

Capital allowances for year in excess of depreciation
(36,863)
-

Short-term timing difference leading to an increase (decrease) in taxation
31,703
-

Other differences leading to an increase (decrease) in the tax charge
58,269
-

TOTAL TAX CHARGE FOR THE YEAR
293,734
11,166


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

Page 22


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

12.


DIVIDENDS

2022
2021
£
£


Dividends paid on equity capital
250,000
-

250,000
-


13.


INTANGIBLE ASSETS

Group and Company





Goodwill

£



COST


At 1 August 2021
5,000


Additions
5,458,671



At 31 July 2022

5,463,671



AMORTISATION


At 1 August 2021
5,000


Charge for the year on owned assets
318,422



At 31 July 2022

323,422



NET BOOK VALUE



At 31 July 2022
5,140,249



At 31 July 2021
-



Page 23


J R G PROPERTIES (CORNWALL) LIMITED



 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022
 
  



14.


TANGIBLE FIXED ASSETS


Group







Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



COST OR VALUATION


Additions
347,642
175,882
412,306
9,595
-
945,425


Acquisition of subsidiary
863,720
136,840
500,526
173,281
1,380
1,675,747


Disposals
-
(5,900)
(156,021)
-
-
(161,921)



At 31 July 2022

1,211,362
306,822
756,811
182,876
1,380
2,459,251



DEPRECIATION


Charge for the year on owned assets
159,424
33,639
7,182
16,934
672
217,851


Charge for the year on financed assets
-
-
230,027
-
-
230,027


Disposals
-
(3,372)
(148,956)
-
-
(152,328)



At 31 July 2022

159,424
30,267
88,253
16,934
672
295,550



NET BOOK VALUE



At 31 July 2022
1,051,938
276,555
668,558
165,942
708
2,163,701



At 31 July 2021
-
-
-
-
-
-

Page 24


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

           14.TANGIBLE FIXED ASSETS (CONTINUED)




The net book value of land and buildings may be further analysed as follows:


2022
2021
£
£

Short leasehold
1,051,938
-

1,051,938
-



15.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST OR VALUATION


Additions
8,400,000



At 31 July 2022
8,400,000





SUBSIDIARY UNDERTAKING


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Flyingfish Seafoods Company Limited
Old School Industrial Park, Moorland Road, Indian Queens, Cornwall, TR2 6JP
Ordinary shares
88%

The aggregate of the share capital and reserves as at 31 July 2022 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Flyingfish Seafoods Company Limited
2,901,051
1,845,847

Page 25


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

16.


INVESTMENT PROPERTY

Group


Freehold investment property

£



VALUATION


At 1 August 2021
1,534,174



AT 31 JULY 2022
1,534,174

The 2022 valuations were made by the director, on an open market value for existing use basis.



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2022
2021
£
£


Historic cost
1,534,174
1,534,174

Company





Freehold investment property

£



VALUATION


At 1 August 2021
1,534,174



AT 31 JULY 2022
1,534,174

The 2022 valuations were made by the director, on an open market value for existing use basis.



AT 31 JULY 2022

17.


STOCKS

Group
Group
2022
2021
£
£

Finished goods and goods for resale
321,138
-

321,138
-


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 26


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

18.


DEBTORS

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Trade debtors
2,556,002
-
-
-

Amounts owed by group undertakings
-
-
3,131
-

Other debtors
544,494
-
-
-

Prepayments and accrued income
125,772
333
400
333

3,226,268
333
3,531
333



19.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Cash at bank and in hand
503,177
30,761
32,671
30,761

503,177
30,761
32,671
30,761



20.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Bank loans
391,823
80,925
91,823
80,925

Trade creditors
671,184
-
-
-

Amounts owed to group undertakings
-
829,881
-
829,881

Corporation tax
416,064
12,797
12,467
12,797

Other taxation and social security
76,170
-
-
-

Obligations under finance lease and hire purchase contracts
218,200
-
-
-

Other creditors
9,034
1,248
1,248
1,248

Accruals and deferred income
118,896
9,727
8,506
9,727

1,901,371
934,578
114,044
934,578


Page 27


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

21.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Bank loans
1,248,600
510,943
423,600
510,943

Net obligations under finance leases and hire purchase contracts
238,556
-
-
-

1,487,156
510,943
423,600
510,943


Please provide details of the terms of payment or repayment and the rates of any interest payable on the amounts repayable more than five years after the balance sheet date.


22.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
391,823
80,925
91,823
80,925


391,823
80,925
91,823
80,925

AMOUNTS FALLING DUE 1-2 YEARS

Bank loans
1,248,600
510,943
423,600
510,943


1,248,600
510,943
423,600
510,943



1,640,423
591,868
515,423
591,868



23.


HIRE PURCHASE AND FINANCE LEASES


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2022
2021
£
£

Within one year
218,200
-

Between 1-5 years
238,555
-

456,755
-

Page 28


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

24.


FINANCIAL INSTRUMENTS

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

FINANCIAL ASSETS

Financial assets measured at fair value through profit or loss
503,177
30,761
32,671
30,761

Financial assets measured at amortised cost
3,100,748
-
3,383
-

3,603,925
30,761
36,054
30,761


FINANCIAL LIABILITIES

Financial liabilities measured at amortised cost
(2,439,537)
(602,843)
(101,577)
(602,843)


Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


Financial assets measured at amortised cost comprise trade debtors and other debtors.


Financial liabilities measured at amortised cost comprise bank loans and overdrafts, trade creditors,
accruals and other creditors.


25.


DEFERRED TAXATION


Group



2022


£






Charged to profit or loss
(132,095)


Arising on business combinations
(294,054)



AT END OF YEAR
(426,149)

Group
2022
£

Accelerated capital allowances
(426,149)

(426,149)


26.


SHARE CAPITAL

2022
2021
£
£
ALLOTTED, CALLED UP AND FULLY PAID



Page 29


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

26.SHARE CAPITAL (CONTINUED)

1,380 (2021:100) Ordinary shares of £1.00 each
1,380
100


During the year, 1,280 ordinary shares were issued at par.


27.
 

BUSINESS COMBINATIONS

On 22 December 2021, the company acquired the entire share capital of Flyingfish Seafoods Company Limited.

ACQUISITION OF Flyingfish Seafoods Company Limited

RECOGNISED AMOUNTS OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

Book value
Fair value
£
£

FIXED ASSETS

Tangible
1,895,921
1,895,921

1,895,921
1,895,921

CURRENT ASSETS

Stocks
95,809
95,809

Debtors
3,290,695
3,290,695

Cash at bank and in hand
477,652
477,652

TOTAL ASSETS
5,760,077
5,760,077

CREDITORS

Due within one year
(2,818,748)
(2,818,748)

TOTAL IDENTIFIABLE NET ASSETS
2,941,329
2,941,329


Goodwill
5,458,671

TOTAL PURCHASE CONSIDERATION
8,400,000

CONSIDERATION

£


Equity instruments
8,400,000



Page 30


J R G PROPERTIES (CORNWALL) LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022

27.BUSINESS COMBINATIONS (CONTINUED)

The results of Flyingfish Seafoods Company Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
12,853,563

Profit for the period since acquisition
1,074,541


28.


PENSION COMMITMENTS


29.


COMMITMENTS UNDER OPERATING LEASES

At 31 July 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2022
2021
£
£

Not later than 1 year
19,708
36,418

Later than 1 year and not later than 5 years
41,400
59,800

61,108
96,218

30.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption to not disclose transactions between members of the group as permitted in accordance with FRS 102.


31.


CONTROLLING PARTY

The controlling party is J Godden, the director.

 
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