Out of Eden Limited - Limited company accounts 23.2

REGISTERED NUMBER: 03178081 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 November 2022

for

OUT OF EDEN LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

N I Hartley

J A Hartley

J Andrew BSc FCA

M J Gannon

G J Hartley

SECRETARY:

N I Hartley

REGISTERED OFFICE:

Home Farm Buildings

Home Farm

Kirkby Stephen

Cumbria

CA17 4AP

REGISTERED NUMBER:

03178081 (England and Wales)

SENIOR STATUTORY AUDITOR:

John Richard Hall

AUDITORS:

Walter Dawson & Son

1st Floor, Unit A4

Old Power Way

Lowfields Business Park

Elland

West Yorkshire

HX5 9DE

BANKERS:

Barclays Bank plc

Barclays House

Oxenholme Road

Kendal

Cumbria

LA9 7RL

The directors present their strategic report for the year ended 30 November 2022.

REVIEW OF BUSINESS

The principal activity of the company is set out in the report of the Directors. The objectives set out at the commencement of the year by the Directors have been met.

The Directors regard profitability and management of capital requirements as key performance indicators and are satisfied with the results of the company. Capital reserves are more than adequate to meet the trading requirements of the company and support the growth in sales which returned as the impact of COVID19 lessened. The company supplies a large and diverse customer base and the Directors consider the business risk well mitigated.

PRINCIPAL RISKS AND UNCERTAINTIES

The greatest risk to the company comes from a significant downturn in leisure and travel within the UK. The adverse impact of COVID19 was successfully managed with support from Government schemes designed to limit damage in the leisure and hospitality sectors. The Directors are satisfied that the company is compliant in all significant risk areas of health and safety and employment law, and continue to follow Government guidance with regard to COVID19, and they continue to monitor developments in these areas.

ON BEHALF OF THE BOARD:

N I Hartley - Secretary

22 August 2023

The directors present their report with the financial statements of the company for the year ended 30 November 2022.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the sale of hotel complementary products and associated items principally by mail order

DIVIDENDS

Interim dividends per share on the Ordinary Class 1 50p shares were paid as follows:

2.80

- 25 March 2022

0.60

- 1 April 2022

3.40

The directors recommend that no final dividend be paid on these shares.

No interim dividend was paid on the Non-Voting Ordinary 50p shares. The directors recommend that no final dividend be paid on these shares.

The total distribution of dividends for the year ended 30 November 2022 will be £ 34,000 .

FUTURE DEVELOPMENTS

The Directors pursue a plan of steady growth with measures to improve sales. Operational constraints are closely monitored and planning allows for forecast growth. Operational efficiencies are expected to improve further with planned investment in training, new equipment and better use of existing space.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 December 2021 to the date of this report.

N I Hartley

J A Hartley

J Andrew BSc FCA

M J Gannon

Other changes in directors holding office are as follows:

G J Hartley was appointed as a director after 30 November 2022 but prior to the date of this report.

CHARITABLE CONTRIBUTIONS

The company has made charitable donations of £25,000 for the relief of suffering via Christian charities, £30,000 to

Cumbria Community Foundation, £25,273 to World Vision and £1,889 to various other causes.

QUALIFYING INDEMNITY PROVISION

The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Walter Dawson & Son, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N I Hartley - Secretary

22 August 2023

Opinion

We have audited the financial statements of Out of Eden Limited (the 'company') for the year ended 30 November 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 company's affairs as at 30 November 2022 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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: Our approach to identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and form our commercial knowledge and experience of the sector;

-

we focussed on specific laws and regulations which considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting any legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was a susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and overide of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates and where indicative of potential bias; and

-

investigated the rationale behind any significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing any correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the Auditors.

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 a Report of the Auditors 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.

John Richard Hall (Senior Statutory Auditor)

for and on behalf of Walter Dawson & Son

1st Floor, Unit A4

Old Power Way

Lowfields Business Park

Elland

West Yorkshire

HX5 9DE

22 August 2023

REVENUE

12,280,111

10,480,694

Cost of sales

7,027,230

5,991,558

GROSS PROFIT

5,252,881

4,489,136

Distribution costs

1,829,746

1,463,184

Administrative expenses

2,848,557

2,499,926

4,678,303

3,963,110

574,578

526,026

Other operating income

94,971

221,267

OPERATING PROFIT

4

669,549

747,293

Interest receivable and similar income

22,439

14,390

691,988

761,683

Interest payable and similar expenses

5

5,910

435

PROFIT BEFORE TAXATION

686,078

761,248

Tax on profit

6

136,525

151,276

PROFIT FOR THE FINANCIAL YEAR

549,553

609,972

PROFIT FOR THE YEAR

549,553

609,972

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

549,553

609,972

FIXED ASSETS

Property, plant and equipment

8

859,391

581,147

CURRENT ASSETS

Inventories

9

2,496,538

1,897,478

Debtors

10

1,110,558

1,424,128

Cash at bank and in hand

1,941,475

2,368,425

5,548,571

5,690,031

CREDITORS

Amounts falling due within one year

11

902,988

1,146,177

NET CURRENT ASSETS

4,645,583

4,543,854

TOTAL ASSETS LESS CURRENT LIABILITIES

5,504,974

5,125,001

CREDITORS

Amounts falling due after more than one year

12

-

(194,444

)

PROVISIONS FOR LIABILITIES

15

(97,205

)

(56,341

)

NET ASSETS

5,407,769

4,874,216

CAPITAL AND RESERVES

Called up share capital

16

6,462

6,337

Share premium

17

191,272

173,397

Retained earnings

17

5,210,035

4,694,482

SHAREHOLDERS' FUNDS

5,407,769

4,874,216

The financial statements were approved by the Board of Directors and authorised for issue on 22 August 2023 and were signed on its behalf by:

N I Hartley - Director

M J Gannon - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 December 2020

6,337

4,118,510

173,397

4,298,244

Changes in equity

Profit for the year

-

609,972

-

609,972

Total comprehensive income

-

609,972

-

609,972

Dividends

-

(34,000

)

-

(34,000

)

Balance at 30 November 2021

6,337

4,694,482

173,397

4,874,216

Changes in equity

Profit for the year

-

549,553

-

549,553

Total comprehensive income

-

549,553

-

549,553

Dividends

-

(34,000

)

-

(34,000

)

Issue of share capital

125

-

17,875

18,000

Balance at 30 November 2022

6,462

5,210,035

191,272

5,407,769

Cash flows from operating activities

Cash generated from operations

1

177,219

833,653

Interest paid

(5,910

)

(435

)

-

170,826

Tax paid

(149,492

)

(99,292

)

Net cash from operating activities

21,817

904,752

Cash flows from investing activities

Purchase of tangible fixed assets

(446,286

)

(103,377

)

Sale of tangible fixed assets

15,276

1,500

Interest received

22,439

14,390

Net cash from investing activities

(408,571

)

(87,487

)

Cash flows from financing activities

New loans in year

-

250,000

Bank loan repayments

(250,000

)

-

New group loans

200,211

-

Group loans repaid

-

(200,819

)

Amount introduced by directors

31,782

20,118

Amount withdrawn by directors

(6,189

)

(64,449

)

Share issue

125

-

Share premium

17,875

-

Equity dividends paid

(34,000

)

(34,000

)

Net cash from financing activities

(40,196

)

(29,150

)

(Decrease)/increase in cash and cash equivalents

(426,950

)

788,115

Cash and cash equivalents at beginning of year

2

2,368,425

1,580,310

Cash and cash equivalents at end of year

2

1,941,475

2,368,425

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30/11/22

30/11/21

£

£

Profit before taxation

686,078

761,248

Depreciation charges

136,604

108,786

Loss on disposal of fixed assets

16,164

11,646

Government grants

-

(170,826

)

Finance costs

5,910

435

Finance income

(22,439

)

(14,390

)

822,317

696,899

Increase in inventories

(599,060

)

(56,413

)

Decrease/(increase) in trade and other debtors

113,356

(345,924

)

(Decrease)/increase in trade and other creditors

(159,394

)

539,091

Cash generated from operations

177,219

833,653

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 November 2022

30/11/22

1/12/21

£

£

Cash and cash equivalents

1,941,475

2,368,425

Year ended 30 November 2021

30/11/21

1/12/20

£

£

Cash and cash equivalents

2,368,425

1,580,310

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/12/21

Cash flow

At 30/11/22

£

£

£

Net cash

Cash at bank and in hand

2,368,425

(426,950

)

1,941,475

2,368,425

(426,950

)

1,941,475

Debt

Debts falling due within 1 year

(55,556

)

55,556

-

Debts falling due after 1 year

(194,444

)

194,444

-

(250,000

)

250,000

-

Total

2,118,425

(176,950

)

1,941,475

1.	STATUTORY INFORMATION

Out of Eden Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on the basis that the company will continue as a going concern for the foreseeable future. Following two years impact of COVID-19 on the UK leisure and private sectors, disruption to supply chains and high inflation, actions taken by the Directors and their Team continue to improve the profitability of the business to former levels. The Directors therefore remain of the opinion that the business is a going concern.

Turnover

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Short leasehold

-

in accordance with the property

Plant and machinery

-

20% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Office equipment

-

25% on reducing balance

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Stocks

Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.The company also makes contributions to the personal pension schemes of their employees. The assets of the schemes are held separately from those of the company. The contributions payable are charged to the profit and loss account in the period to which they relate.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 86 (2021 - 83).

30/11/22

30/11/21

£

£

Directors' remuneration

103,420

128,930

Directors' pension contributions to money purchase schemes

32,917

68,030

4.	OPERATING PROFIT

The operating profit is stated after charging:

30/11/22

30/11/21

£

£

Other operating leases

86,598

87,851

Depreciation - owned assets

136,602

108,785

Loss on disposal of fixed assets

16,164

11,646

Auditors' remuneration

13,166

12,048