ACCOUNTS - Final Accounts

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

BRAEGATE HOLDINGS LIMITED - Company Information

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Registered number: 11535585

BRAEGATE HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

BRAEGATE HOLDINGS LIMITED

COMPANY INFORMATION

Director	Mr A Edwards


Registered number	11535585


Registered office
	Colton


Independent auditors	PKF Smith Cooper Audit Limited
	Statutory Auditors
	Nottingham
	NG1 1PB

BRAEGATE HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Director's report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10
Company balance sheet	11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Consolidated Statement of cash flows	14
Consolidated analysis of net debt	15
Notes to the financial statements	16 - 33

BRAEGATE HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2022

Introduction

The director presents the strategic report and financial statements for the year ended 30 June 2022.

Business review

The principal activity of the company is that of a holding company for Yorkshire Initiatives Limited, Braegate Produce Limited and Braegate Logistics Limited.
The companies listed supply and transport fresh potatoes to the leading retailers in the UK. The business has performed well throughout the year.
The business continues to focus on improving the performance of the packing facility through production planning and ongoing investment, the logistics business allows diversification within the group.
A major customer contract has been terminated since the year ended 30th June 2022 meaning the business will cease supplying fresh potatoes to this customer in July 2023 as disclosed in note 30. As a result, these financial statements have been prepared on a basis other than the going concern basis. Whilst the business continues to review other opportunities, there may be insufficient trade for the group to continue in operational existence. Further disclosure has been made in note 2.3 to the financial accounts.

Principal risks and uncertainties

The principal risk to the business is the supply of potatoes in a volatile market and this risk is mitigated through the use of forward contracts and stock reserves. Ongoing strategies are to develop and maintain longer term relationships with suppliers and customers alongside investing in the facilities to improve efficiencies.
Staffing remains an issue particularly with many EU citizens returning home after Brexit and the business has implemented an investment programme to reduce reliance on labour and improve facilities.
The business was dependent on the contract of a customer who terminated the contract.

Financial key performance indicators

The director regularly evaluates stock, cash flow, sales, debtors and gross margin to effectively manage the business. The trade is relatively simple and as such the directors do not believe there to be a requirement for more complex indicators beyond this.
2022 2021 (15 months) 2020
Stock turnover 9 12 12
Debtor days 58 50 61
Sales £23,573,215 £32,934,104 £25,887,004
Gross margin 18.12% 25.86% 22.49%

Other key performance indicators

Investment is a crucial element to the success of the company to maximise efficiencies through new technologies and subsequently minimise direct expenses. During the year the business invested in more grading and packaging machinery.
The new financial year has shown an improvement on our budget expectations.

Page 1

BRAEGATE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2022

This report was approved by the board on 29 June 2023 and signed on its behalf.

Mr A Edwards

Director

Page 2

BRAEGATE HOLDINGS LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 30 JUNE 2022

The director presents his report and the financial statements for the year ended 30 June 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 2006. He 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 £415,978 (2021 - £3,299,462).

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who served during the year was:

Mr A Edwards

Future developments

The Group and Parent Company may cease trading within twelve months of signing of the financial statements for the year ended 30 June 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.

Page 3

BRAEGATE HOLDINGS LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2022

Post balance sheet events

Post balance sheet date, the business lost its major sales contract as of July 2023 and this has led to the emphasis of matter disclosure within the audit report.

Auditors

The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 June 2023 and signed on its behalf.

Mr A Edwards

Director

Page 4

BRAEGATE HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRAEGATE HOLDINGS LIMITED

Opinion

We have audited the financial statements of Braegate Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2022, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 June 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.

Emphasis of matter

We draw attention to Note 2.3 of the financial statements, which explains that the Group and Parent Company may cease trading in the second half of 2023 and therefore the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.

Page 5

BRAEGATE HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRAEGATE HOLDINGS LIMITED (CONTINUED)

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.

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 3, 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 6

BRAEGATE HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRAEGATE HOLDINGS 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 identified that the principal risk of fraud or noncompliance with laws and regulations related to:
• management bias in respect of accounting estimates and judgements made;
• management override of control;
• posting of unusual journals or transactions
We focussed on those areas that could give rise to a material misstatement in the Group and Parent Company financial statements.
Our procedures included, but were not limited to:
• Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud;
• Reviewing minutes of meetings of those charged with governance where available;
• Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud.
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. In particular review of stock provisions and analytical procedures to identify any unexpected or unusual relationships that might indicate material misstatement due to fraud.
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

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.

Page 7

BRAEGATE HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRAEGATE HOLDINGS LIMITED (CONTINUED)

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.

Sarah Flear (Senior statutory auditor)

for and on behalf of

PKF Smith Cooper Audit Limited

Statutory Auditors

Nottingham

NG1 1PB

29 June 2023

Page 8

BRAEGATE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2022

	Year ended 30 June 2022	15 month period ended 30 June 2021
Note	£	£


Turnover	4	23,573,215	32,934,104
Cost of sales		(19,300,842)	(24,418,281)
Gross profit		4,272,373	8,515,823
Distribution costs		(919,477)	(1,440,301)
Administrative expenses		(2,931,209)	(2,550,890)
Other operating income		27,324	-
Operating profit		449,011	4,524,632
Interest receivable and similar income	10	57	-
Interest payable and similar expenses	11	(55,797)	(145,605)
Profit before tax		393,271	4,379,027
Tax on profit		22,707	(1,079,565)
Profit for the financial year		415,978	3,299,462

Profit for the year attributable to:
Owners of the parent company		415,978	3,299,462

There were no recognised gains and losses for 2022 or 2021 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 16 to 33 form part of these financial statements.

Page 9

BRAEGATE HOLDINGS LIMITED

REGISTERED NUMBER: 11535585

CONSOLIDATED BALANCE SHEET

AS AT 30 JUNE 2022

		2022		2021
Note		£		£

Fixed assets
Tangible assets	14		4,638,429		4,707,295
			4,638,429		4,707,295
Current assets
Stocks	16	466,457		632,625
Debtors: amounts falling due within one year	17	4,545,797		4,597,655
Cash at bank and in hand	18	1,595,479		3,433,635
		6,607,733		8,663,915
Creditors: amounts falling due within one year	19	(4,752,108)		(4,654,064)
Net current assets			1,855,625		4,009,851
Total assets less current liabilities			6,494,054		8,717,146
Creditors: amounts falling due after more than one year	20		(1,466,470)		(1,567,222)
Provisions for liabilities
Deferred tax	23	(849,495)		(869,800)
			(849,495)		(869,800)
Net assets			4,178,089		6,280,124

Capital and reserves
Called up share capital	24	680	680
Profit and loss account		4,177,409	6,279,444
		4,178,089	6,280,124

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2023.

Mr A Edwards

Director

The notes on pages 16 to 33 form part of these financial statements.

Page 10

BRAEGATE HOLDINGS LIMITED

REGISTERED NUMBER: 11535585

COMPANY BALANCE SHEET

AS AT 30 JUNE 2022

		2022		2021
Note		£		£

Fixed assets
Investments	15		588,951		588,951
			588,951		588,951
Current assets
Debtors: amounts falling due within one year	17	1,504,185		1,354,185
Cash at bank and in hand	18	155,034		402,803
		1,659,219		1,756,988
Creditors: amounts falling due within one year	19	(2,255,259)		(2,345,259)
Net current liabilities			(596,040)		(588,271)
Total assets less current liabilities			(7,089)		680


Net (liabilities)/assets			(7,089)		680

Capital and reserves
Called up share capital	24	680	680
Profit and loss account		(7,769)	-
		(7,089)	680

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2023.

Mr A Edwards

Director

The notes on pages 16 to 33 form part of these financial statements.

Page 11

BRAEGATE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 April 2020	680	3,052,082	3,052,762	3,052,762
Comprehensive income for the period
Profit for the period	-	3,299,462	3,299,462	3,299,462
Total comprehensive income for the period	-	3,299,462	3,299,462	3,299,462
Dividends: Equity capital	-	(72,100)	(72,100)	(72,100)
Total transactions with owners	-	(72,100)	(72,100)	(72,100)

At 1 July 2021	680	6,279,444	6,280,124	6,280,124
Comprehensive income for the year
Profit for the year	-	415,978	415,978	415,978
Total comprehensive income for the year	-	415,978	415,978	415,978
Capital contribution to EOT	-	(2,518,013)	(2,518,013)	(2,518,013)
Total transactions with owners	-	(2,518,013)	(2,518,013)	(2,518,013)
At 30 June 2022	680	4,177,409	4,178,089	4,178,089

The notes on pages 16 to 33 form part of these financial statements.

Page 12

BRAEGATE HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 April 2020	680	-	680
Comprehensive income for the period
Profit for the period	-	72,100	72,100
Total comprehensive income for the period	-	72,100	72,100
Contributions by and distributions to owners
Dividends: Equity capital	-	(72,100)	(72,100)
Total transactions with owners	-	(72,100)	(72,100)

At 1 July 2021	680	-	680
Comprehensive income for the period
Profit for the year	-	2,510,244	2,510,244
Total comprehensive income for the year	-	2,510,244	2,510,244
Contributions by and distributions to owners
Capital contribution to EOT	-	(2,518,013)	(2,518,013)
Total transactions with owners	-	(2,518,013)	(2,518,013)
At 30 June 2022	680	(7,769)	(7,089)

The notes on pages 16 to 33 form part of these financial statements.

Page 13

BRAEGATE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2022

			2022	2021
			£	£

Cash flows from operating activities
Profit for the financial year	415,978	3,299,462
Adjustments for:
Depreciation of tangible assets	711,982	604,604
Impairments of fixed assets	1,377,202	-
Loss on disposal of tangible assets	7,740	29,008
Government grants	(27,324)	-
Interest paid	55,797	145,605
Interest received	(57)	-
Taxation charge	(22,707)	1,079,565
Decrease in stocks	166,168	11,586
Decrease in debtors	130,376	29,110
Increase in creditors	273,896	1,403,906
Corporation tax (paid)	(272,116)	(708,365)
Net cash generated from operating activities	2,816,935	5,894,481

Cash flows from investing activities
Purchase of tangible fixed assets	(2,237,147)	(477,819)
Sale of tangible fixed assets	209,089	67,792
Government grants received	27,324	-
Interest received	57	-
HP interest paid	(1,343)	-
Net cash from investing activities	(2,002,020)	(410,027)
Cash flows from financing activities
Repayment of loans	(151,666)	(1,805,979)
Repayment of debenture loans	-	(226,500)
Repayment of other loans	-	(50,000)
Repayment of/new finance leases	71,062	(47,318)
Dividends paid	-	(72,100)
Interest paid	(54,454)	(145,605)
Capital contribution to EOT	(2,518,013)	-
Net cash used in financing activities	(2,653,071)	(2,347,502)
Net (decrease)/increase in cash and cash equivalents	(1,838,156)	3,136,952
Cash and cash equivalents at beginning of year	3,433,635	296,683

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,595,479	3,433,635

Page 14

BRAEGATE HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 JUNE 2022


At 1 July 2021	Cash flows	New finance leases	Other non-cash changes	At 30 June 2022
£	£	£	£	£

Cash at bank and in hand	3,433,635	(1,838,156)	-	-	1,595,479
Debt due after 1 year	(1,567,222)	-	-	151,666	(1,415,556)
Debt due within 1 year	(151,667)	151,667	-	(180,275)	(180,275)
Finance leases	-	9,529	(80,591)	-	(71,062)
	1,714,746	(1,676,960)	(80,591)	(28,609)	(71,414)

The notes on pages 16 to 33 form part of these financial statements.

Page 15

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

1.	General information

Braegate Holdings Limited is a private company, limited by shares, domiciled and incorporated in England and Wales. The registered office is Mill Hill, Braegate Lane, Colton, Tadcaster, LS24 8EW.
The group consists of Braegate Holdings Limited, Braegate Produce Limited, Yorkshire Initiatives Limited and Braegate Logistics Limited.
The current reporting period covers the 12 month period to 30 June 2022 whereas the comparative numbers covered the 15 month period to 30 June 2021.
The financial statements are prepared in Sterling and rounded to the nearest £1.

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 comprehensive income in these financial statements.

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 Balance sheet, 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 comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The Group and Parent Company may cease trading within twelve months of signing of the financial statements for the year ended 30 June 2022 and therefore these financial statements have been prepared on a basis other than that of the going concern basis.
This basis includes, where applicable, writing the Company's assets down to net realisable value. Provisions have also been made in respect of contracts which have become onerous at the reporting date. No provision has been made for the future costs of terminating the business such as costs of winding down the business (e.g. liquidation fees) unless such costs were committed at the reporting date such as the costs of redundancies as a constructive obligation was created at the reporting date

Page 16

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.4

Revenue

Turnover represents amounts receivable for goods and services net of VAT and trade discounts, and is recognised at the point of despatch of goods or completion of services.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity 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.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

2.7

Interest income

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

2.8

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.

2.9

Borrowing costs

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

2.10

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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 17

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company 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 balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙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 balance sheet date.

2.12

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 provided on the following basis:

Freehold land and buildings	-	25%	reducing balance/12 years straight line
Plant and equipment	-	25%	reducing balance/12 years straight line
Motor vehicles	-	25%	reducing balance
Computers	-	33%	straight line

2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 18

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Stocks

Stocks are valued at the lower of cost and fair sales value less cost to sell. Fair sales value less cost to sell includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, most notably around the estimated levels of stock wastage arising through storage and drying.
Due to the stock being a commodity, there is additional risk that the net realisable value of stock, at the year end, may be lower than cost or the net realisable value at the purchase date due to fluctuations in the market, and sales contracts being locked in at an unfavourable price. The directors are of the view that they are able to forecast the market sufficiently that this does not create a substantial risk as at the year end.

2.16

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.

2.17

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.

2.18

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.

2.19

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 balance sheet 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 Balance sheet.

2.20

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.

Page 19

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

∙at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

∙at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

2.21

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.

Page 20

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

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

In the application of the Group's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevent. Actual results may differ from these estimates.
These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key accounting estimates identified are as follows:
Impairment
As the financial statements have been prepared on a basis other than that of a going concern, consideration has been made to the carrying value of group’s fixed assets and where necessary an impairment charge has been made to write down the assets to their fair value. The fair value is based on the Directors’ best estimate of the sales value of the assets.

Sale of goods	23,070,402	32,577,492
Sale of services	502,813	356,612
	23,573,215	32,934,104

All turnover arose within the United Kingdom.

5.	Other operating income
		2022	2021
		£	£

Government grants receivable	27,324	-
	27,324	-

Page 21

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

Depreciation of owned tangible fixed assets	698,437	571,992
Impairment of tangible fixed assets	1,377,202	-
Depreciation of tangible fixed assets held under finance leases	13,545	32,612
Loss/(profit) on disposal of tangible fixed assets	7,740	29,008
Operating lease charges	144,407	50,759

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

21,400

19,800

Fees payable to the Group's auditor and its associates in respect of:
Taxation compliance services	3,500	3,500
All other services	4,950	5,000
	8,450	8,500

Page 22

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

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

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


Wages and salaries	2,251,277	2,459,575	-	-
Social security costs	214,017	206,139	-	-
Cost of defined contribution scheme	85,612	217,648	-	-
	2,550,906	2,883,362	-	-

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

	2022	2021
	No.	No.

Directors	1	1
Management and administrative	7	7
Packhouse	47	47
Distribution and other	11	7

	66	62

9.	Director's remuneration
		2022	2021
		£	£

Director's emoluments	15,521	11,683
Group contributions to defined contribution pension schemes	40,000	50,000
	55,521	61,683

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

10.	Interest receivable
		2022	2021
		£	£

	Other interest receivable	57	-
		57	-

Page 23

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

11.	Interest payable and similar expenses
		2022	2021
		£	£

Bank interest payable	54,454	75,232
Other loan interest payable	-	68,470
Finance leases and hire purchase contracts	1,343	1,903
	55,797	145,605

Corporation tax
Current tax on profits for the year	-	816,000
Adjustments in respect of previous periods	(2,402)	(12,135)
	(2,402)	803,865

Total current tax	(2,402)	803,865

Deferred tax
Origination and reversal of timing differences	46,188	25,000
Changes to tax rates	13,780	250,700
Losses	(80,273)	-
Total deferred tax	(20,305)	275,700


	Taxation on (loss)/profit on ordinary activities	(22,707)	1,079,565

Page 24

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

12.Taxation (continued)

Profit on ordinary activities before tax

393,271

4,379,027

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	74,721	832,015
Effects of:
Non-tax deductible amortisation of goodwill and impairment	-	159
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	2,858	-
Fixed asset differences	101,722	-
Utilisation of tax losses	61,007	-
Effect of change in deferred tax rate	(5,056)	250,700
Adjustments to tax charge in respect of prior periods	(62,643)	(12,135)
Depreciation on assets not qualifying for tax allowances	-	5,269
Other timing differences leading to an increase (decrease) in taxation	-	3,557
Chargeable gains/(losses)	(195,316)	-
Total tax charge for the year/period	(22,707)	1,079,565

Factors that may affect future tax charges

In April 2023 the rate of corporation tax increased to 25% from the current rate of 19%.

13.	Dividends
		2022	2021
		£	£

	Interim dividend	-	72,100
		-	72,100

Page 25

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

14.	Tangible fixed assets
	Group

	Freehold land and buildings	Plant and equipment	Motor vehicles	Computers	Total
	£	£	£	£	£
Cost
At 1 July 2021	3,597,953	2,289,607	490,223	224,998	6,602,781
Additions	-	1,772,073	465,074	-	2,237,147
Disposals	-	-	(416,679)	(57,974)	(474,653)
At 30 June 2022	3,597,953	4,061,680	538,618	167,024	8,365,275
Depreciation
At 1 July 2021	233,191	1,210,969	236,388	214,938	1,895,486
Charge for the year on owned assets	65,708	548,196	74,567	9,966	698,437
Charge for the year on financed assets	-	-	13,545	-	13,545
Disposals	-	-	(199,850)	(57,974)	(257,824)
Impairment charge	1,142,788	234,414	-	-	1,377,202
At 30 June 2022	1,441,687	1,993,579	124,650	166,930	3,726,846
Net book value
At 30 June 2022	2,156,266	2,068,101	413,968	94	4,638,429
At 30 June 2021	3,364,762	1,078,638	253,835	10,060	4,707,295

The carrying value of land within freehold land and buildings totals £1,375,000 (2021: £1,375,000).

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2022	2021
	£	£


Motor vehicles	79,325	-
	79,325	-

Page 26

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 July 2021	588,951
	At 30 June 2022	588,951

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

Yorkshire Initiatives Limited	Ordinary	100%
Braegate Produce Limited	Ordinary	100%
Braegate Logistics Limited	Ordinary	100%

All subsidiaries share the same registered office as Braegate Holdings Limited.

16.	Stocks
		Group	Group
		2022	2021
		£	£

Raw materials and consumables	466,457	632,625
	466,457	632,625

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

Page 27

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

17.

Debtors

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

Amounts falling due within one year
Trade debtors	3,756,681	3,574,849	-	-
Amounts owed by parent company	-	-	1,504,185	1,354,185
Other debtors	404,188	231,133	-	-
Prepayments and accrued income	384,928	791,673	-	-
	4,545,797	4,597,655	1,504,185	1,354,185

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2022	2021	2022	2021
		£	£	£	£

Cash at bank and in hand	1,595,479	3,433,635	155,034	402,803
	1,595,479	3,433,635	155,034	402,803

Page 28

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2022	2021	2022	2021
		£	£	£	£

Bank loans	151,667	151,667	-	-
Trade creditors	2,251,051	2,153,171	-	-
Amounts owed to group undertakings	-	-	2,249,200	2,339,200
Corporation tax	-	196,000	-	-
Other taxation and social security	102,609	81,862	-	-
Net obligations under finance leases and hire purchase contracts	20,148	-	-	-
Other creditors	44,735	43,188	6,059	6,059
Accruals and deferred income	2,181,898	2,028,176	-	-
	4,752,108	4,654,064	2,255,259	2,345,259

The following liabilities were secured:
	Group	Group
	2022	2021
	£	£

Bank loans	151,667	151,667
Net obligations under finance leases and hire purchase contracts	20,148	-
	171,815	151,667

Details of security provided:

Bank loans are secured by way of fixed and floating charges over the assets of the company.
Net obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.

Page 29

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2022	2021
		£	£

Bank loans	1,415,556	1,567,222
Net obligations under finance leases and hire purchase contracts	50,914	-
	1,466,470	1,567,222

The following liabilities were secured:
	Group	Group
	2022	2021
	£	£


Bank loans	1,415,556	1,567,222
Net obligations under finance leases and hire purchase contracts	50,914	-
	1,466,470	1,567,222

Details of security provided:

The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
	Group	Group
	2022	2021
	£	£


Repayable by instalments	808,889	960,556
	808,889	960,556

Page 30

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

21.	Loans

		Group	Group
		2022	2021
		£	£

Amounts falling due within one year
Bank loans	151,667	151,667
Amounts falling due 1-2 years
Bank loans	151,667	151,667
Amounts falling due 2-5 years
Bank loans	455,000	455,000
Amounts falling due after more than 5 years
Bank loans	808,889	960,555
	1,567,223	1,718,889

22.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2022	2021
		£	£

Within one year	20,148	-
Between 1-5 years	50,914	-
	71,062	-

23.	Deferred taxation
	Group

		2022
		£

	At beginning of year	(869,800)
	Charged to profit or loss	20,305
	At end of year	(849,495)

Page 31

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

23.Deferred taxation (continued)

		Group	Group
		2022	2021
		£	£

Accelerated capital allowances	(621,421)	(306,800)
Tax losses carried forward	80,273	-
Revaluations	(308,347)	(563,000)
	(849,495)	(869,800)

24.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

544 (2021 - 680) Ordinary A shares of £1.00 each	544	680
136 (2021 - ) Ordinary B shares of £1.00 each	136	-

	680	680

During the year the share capital was re-designated and split as Ordinary A and Ordinary B shares prior to the share purchase by Braegate Trustees Ltd as part of the EOT transaction.
Both categories of share attract full voting, dividend and winding up participation rights.

25.	Contingent liabilities

The Group is party to an unlimited Group guarantee over the bank mortgage held in Yorkshire Initiatives Limited. At the year end, the value outstanding within Yorkshire Initiatives Limited totalled £1,567,223 (2021: £1,718,889).

26.	Capital commitments
	At 30 June 2022 the Group and Company had capital commitments as follows:
		Group	Group
		2022	2021
		£	£

Contracted for but not provided in these financial statements

81,122

1,687,690

Page 32

BRAEGATE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

27.	Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £85,612 (2021: £217,648).
Contributions totalling £9,837 (2021: £8,520) were payable to the fund at the balance sheet date.

28.	Commitments under operating leases
	At 30 June 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	111,475	62,813
Later than 1 year and not later than 5 years	23,607	72,656
	135,082	135,469

29.

Related party transactions

The Group has taken advantage of the disclosure exemptions of Section 33.1A of FRS 102 which permit it to not present details of its transactions with members of the Group headed by Braegate Holdings Limited where relevant Group companies are wholly owned.
There is a Group guarantee, in relation to the Group's overdraft facility.
There is an overdrawn director's loan balance of £134,771 (2021: £nil), no interest was payable on the loan.
In the year £2,518,013 was gifted to the EOT from the Group.
All key management personnel who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total remuneration in respect of these individuals is £364,079 (2021: £61,683).

30.	Post balance sheet events

Subsequent to the balance sheet date, it was confirmed that Braegate Produce Limited's main customer contract would cease in July 2023 and therefore as discussed in note 2.3, these financial statements have been prepared on a basis other than the going concern basis.

31.	Controlling party

The ultimate parent is the Braegate Employee Ownership Trust which heads Braegate Trustees Ltd. Neither of these entities are included within this consolidation.

Page 33