Porthmeor Holdings Limited - Limited company accounts 23.2
Porthmeor Holdings Limited - Limited company accounts 23.2
REGISTERED NUMBER: 08821894 (England and Wales) |
Porthmeor Holdings Limited |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements |
for the Period 3rd January 2022 to 1st January 2023 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Contents of the Consolidated Financial Statements |
for the Period 3rd January 2022 to 1st January 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 5 |
Consolidated Statement of Income and Retained Earnings |
9 |
Consolidated Statement of Financial Position | 10 |
Company Statement of Financial Position | 11 |
Consolidated Statement of Cash Flows | 12 |
Notes to the Consolidated Statement of Cash Flows | 13 |
Notes to the Consolidated Financial Statements | 14 |
Porthmeor Holdings Limited |
Company Information |
for the Period 3rd January 2022 to 1st January 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditors |
Chy Nyverow |
Newham Road |
Truro |
Cornwall |
TR1 2DP |
Porthmeor Holdings Limited (Registered number: 08821894) |
Group Strategic Report |
for the Period 3rd January 2022 to 1st January 2023 |
The directors present their strategic report of the company and the group for the period 3rd January 2022 to 1st January 2023. |
REVIEW OF BUSINESS |
Trading in both 2020 and 2021 was significantly affected by the Covid-19 pandemic. 2022 was more comparable with 2019 but still experienced the after effects of the pandemic lockdown with reduced demand for holiday accommodation as overseas holidays became popular once again. The high rate of inflation, primarily caused by the war in Ukraine, has substantially reduced people's disposable income with a consequent material impact on demand in the hospitality sector. A continuing consequence of the pandemic has been the significant and continuing challenge in recruiting staff for the hospitality industry. This has affected both companies - Sail Lofts-St Ives Limited ('SLSI') and Suffolk Country Inns Limited ('SCIL'). |
The Directors thank all staff in the Group who have worked so hard throughout the year. At SLSI trading is good and (apart from the exceptional results in 2021), the best in the company's history. |
The year started with only one site operational at SCIL because renovations were ongoing at the Angel. Difficulty in recruiting staff had meant that the Anchor was only open five days per week after re-opening following the pandemic. The difficulty in recruitment and therefore a reluctance to reduce staffing during the quieter winter months followed by reduced demand in the summer contributed to a disappointing result in SCIL. |
The Angel re-opened in late April but once again the problem of recruiting staff with the right experience has hampered trading with the site open for four days a week. The quality of both the food, service and the accommodation has immediately impressed visitors and resulted in a strong branding proposition. The Angel was awarded Hotel of the Year 2023, East of England by the Sunday Times and was among the top scoring restaurants in the UK for food and wine by the Times Travel Guide. |
The Angel has a high level of fixed costs due to the quality of service and in this initial period of re-opening and establishing the brand, material losses have been incurred. However, the Directors believe that the significant investment and growing reputation of The Angel will prove to be profitable. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The real increases in costs which have been experienced and the possibility of on- going high inflation will place significant pressure on families' disposable income and will inevitably affect spending on hospitality. |
Staff recruitment remains a significant challenge and as a consequence opening hours are being restricted until sufficient quality staff can be recruited. |
Our forecasts for 2024 take these factors into consideration. The Directors keep these risks under review at their regular board meetings and will take any necessary action to mitigate the consequences. |
FINANCIAL KEY PERFORMANCE INDICATORS |
The performance indicators that the Directors monitor through the management accounts are: |
Sail lofts St Ives Ltd |
2022 | 2021 |
£'000s | £'000s |
Turnover | 609 | 671 |
Profit before tax excluding exceptional items |
234 |
355 |
Suffolk Country Inns Ltd |
2022 | 2021 |
£'000s | £'000s |
Turnover excluding gratuities | 1,260 | 1,315 |
Operating (loss)/profit before overheads |
(144) |
361 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Group Strategic Report |
for the Period 3rd January 2022 to 1st January 2023 |
FUTURE DEVELOPMENT |
Upgrading and refurbishment of apartments is continuing at SLSI in order to maintain our position in the premium market. |
In recognition of the economic climate, the offering at the Anchor has been adjusted to provide good quality dishes at lower prices. This combined with controlling expenditure more tightly is resulting in a better trading performance in the current year. The re-positioning of The Angel to address the top end of the market should also help in ensuring that a substantial proportion of our customer-base is less susceptible to cost of living and spending pressures. |
POST BALANCE SHEET EVENT |
On 14th June 2023 the share capital of £1,000,000 was increased by £2,000,000 to £3,000,000 by way of converting existing debt within the Group. This followed the novation of part of the loan from Mr R J Clark to Porthmeor Holdings Ltd in return for a loan from the company to Porthmeor Holdings Ltd. |
ON BEHALF OF THE BOARD: |
Porthmeor Holdings Limited (Registered number: 08821894) |
Report of the Directors |
for the Period 3rd January 2022 to 1st January 2023 |
The directors present their report with the financial statements of the company and the group for the period 3rd January 2022 to 1st January 2023. |
DIVIDENDS |
No dividends will be distributed for the period ended 1st January 2023. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 3rd January 2022 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
AUDITORS |
The auditors, Bishop Fleming LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Porthmeor Holdings Limited |
Opinion |
We have audited the financial statements of Porthmeor Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 1st January 2023 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 group's and of the parent company affairs as at 1st January 2023 and of the group's loss for the period 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 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 group's and 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 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 Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Porthmeor Holdings Limited |
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 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 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 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 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 directors either intend to liquidate the group or the parent 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. |
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: |
Identifying and assessing potential risks related to irregularities |
- | We have considered the nature of the industry and sector, control environment and business performance, key drivers for directors' remuneration, bonus levels and performance targets; |
- | 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 Group and parent 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 noncompliance 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. |
Report of the Independent Auditors to the Members of |
Porthmeor Holdings Limited |
As Group and component auditors, our assessment relating to non-compliance with laws and regulations and fraud encompassed all entities within the Group. |
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. |
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. |
We also obtained an understanding of the legal and regulators frameworks that the Group and parent Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the 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 Group's ability to operate or to avoid a material penalty. These included; control of substances hazardous to health, licencing act, food safety regulations, fire regulations, data protection regulations, occupational health and safety regulations, and employment legislation. |
Audit response to risks identified |
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 direct effect on the financial statements; |
- | 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; |
- | Performing sample based substantive testing over all material income streams; 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 transactions that are unusual or outside the normal course of the 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. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, |
recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not |
detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, |
misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. |
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. |
Report of the Independent Auditors to the Members of |
Porthmeor Holdings Limited |
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. |
for and on behalf of |
Chartered Accountants and Statutory Auditors |
Chy Nyverow |
Newham Road |
Truro |
Cornwall |
TR1 2DP |
Porthmeor Holdings Limited (Registered number: 08821894) |
Consolidated |
Statement of Income and |
Retained Earnings |
for the Period 3rd January 2022 to 1st January 2023 |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
Notes | £ | £ |
TURNOVER | 4 | 1,964,889 | 2,064,413 |
Cost of sales | (1,522,744 | ) | (1,256,498 | ) |
GROSS PROFIT | 442,145 | 807,915 |
Administrative expenses | (1,038,352 | ) | (567,223 | ) |
(596,207 | ) | 240,692 |
Other operating income | 34,263 | 367,338 |
OPERATING (LOSS)/PROFIT | 6 | (561,944 | ) | 608,030 |
Income from fixed asset investments | 7 | 962 | 274 |
Interest receivable and similar income | 8 | 215 | 35 |
(560,767 | ) | 608,339 |
Gain/loss on revaluation of assets | (185 | ) | 3,183 |
(560,952 | ) | 611,522 |
Interest payable and similar expenses | 9 | (3,806 | ) | (697 | ) |
(LOSS)/PROFIT BEFORE TAXATION | (564,758 | ) | 610,825 |
Tax on (loss)/profit | 10 | 40,348 | (57,996 | ) |
(LOSS)/PROFIT FOR THE FINANCIAL PERIOD |
( |
) |
Retained earnings at beginning of period | 587,053 | 34,224 |
RETAINED EARNINGS FOR THE GROUP AT END OF PERIOD |
62,643 |
587,053 |
(Loss)/profit attributable to: |
Owners of the parent | (524,410 | ) | 552,829 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Consolidated Statement of Financial Position |
1st January 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 12 | 5,821,501 | 5,587,686 |
Investments | 13 | 23,282 | 22,505 |
5,844,783 | 5,610,191 |
CURRENT ASSETS |
Stocks | 14 | 58,642 | 22,285 |
Debtors | 15 | 29,777 | 41,022 |
Cash at bank and in hand | 68,448 | 244,753 |
156,867 | 308,060 |
CREDITORS |
Amounts falling due within one year | 16 | (493,429 | ) | (546,227 | ) |
NET CURRENT LIABILITIES | (336,562 | ) | (238,167 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
5,508,221 |
5,372,024 |
CREDITORS |
Amounts falling due after more than one year |
17 |
(3,855,329 |
) |
(3,154,374 |
) |
PROVISIONS FOR LIABILITIES | 20 | (4,808 | ) | (45,156 | ) |
NET ASSETS | 1,648,084 | 2,172,494 |
CAPITAL AND RESERVES |
Called up share capital | 21 | 100,001 | 100,001 |
Other reserves | 22 | 1,485,440 | 1,485,440 |
Retained earnings | 22 | 62,643 | 587,053 |
SHAREHOLDERS' FUNDS | 1,648,084 | 2,172,494 |
The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 30th June 2023 and were signed on its behalf by: |
R J Clark - Director |
Porthmeor Holdings Limited (Registered number: 08821894) |
Company Statement of Financial Position |
1st January 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 12 |
Investments | 13 |
CURRENT ASSETS |
Debtors | 15 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 16 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
17 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 20 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Retained earnings | ( |
) |
SHAREHOLDERS' FUNDS |
Company's profit/(loss) for the financial year |
35,635 |
(5,394 |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Porthmeor Holdings Limited (Registered number: 08821894) |
Consolidated Statement of Cash Flows |
for the Period 3rd January 2022 to 1st January 2023 |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (146,036 | ) | 474,296 |
Interest paid | (3,806 | ) | (697 | ) |
Tax paid | - | (6,170 | ) |
Net cash from operating activities | (149,842 | ) | 467,429 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (450,160 | ) | (1,278,903 | ) |
Purchase of fixed asset investments | (962 | ) | (201 | ) |
Sale of tangible fixed assets | - | 1,095,847 |
Interest received | 215 | 35 |
Dividends received | 962 | 274 |
Net cash from investing activities | (449,945 | ) | (182,948 | ) |
Cash flows from financing activities |
Amount introduced by directors | 694,999 | 675,000 |
Amount withdrawn by directors | (271,517 | ) | (1,086,619 | ) |
Net cash from financing activities | 423,482 | (411,619 | ) |
Decrease in cash and cash equivalents | (176,305 | ) | (127,138 | ) |
Cash and cash equivalents at beginning of period |
2 |
244,753 |
371,891 |
Cash and cash equivalents at end of period |
2 |
68,448 |
244,753 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Statement of Cash Flows |
for the Period 3rd January 2022 to 1st January 2023 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
£ | £ |
(Loss)/profit before taxation | (564,758 | ) | 610,825 |
Depreciation charges | 214,982 | 93,837 |
Loss/(profit) on disposal of fixed assets | 1,364 | (270,527 | ) |
Loss/(gain) on revaluation of fixed assets | 185 | (3,183 | ) |
Finance costs | 3,806 | 697 |
Finance income | (1,177 | ) | (309 | ) |
(345,598 | ) | 431,340 |
(Increase)/decrease in stocks | (36,357 | ) | 6,682 |
Increase in trade and other debtors | (73,967 | ) | (22,486 | ) |
Increase in trade and other creditors | 309,886 | 58,760 |
Cash generated from operations | (146,036 | ) | 474,296 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Period ended 1st January 2023 |
1.1.23 | 3.1.22 |
£ | £ |
Cash and cash equivalents | 68,448 | 244,753 |
Period ended 2nd January 2022 |
2.1.22 | 4.1.21 |
£ | £ |
Cash and cash equivalents | 244,753 | 371,891 |
3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT) |
At 3.1.22 | Cash flow | At 1.1.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 244,753 | (176,305 | ) | 68,448 |
244,753 | (176,305 | ) | 68,448 |
Debt |
Debts falling due within 1 year | (9,646 | ) | (20,503 | ) | (30,149 | ) |
Debts falling due after 1 year | (34,837 | ) | (200,472 | ) | (235,309 | ) |
(44,483 | ) | (220,975 | ) | (265,458 | ) |
Total | 200,270 | (397,280 | ) | (197,010 | ) |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements |
for the Period 3rd January 2022 to 1st January 2023 |
1. | STATUTORY INFORMATION |
Porthmeor Holdings Ltd ('the Company') and its subsidiaries ('the Group') operate as accommodation providers in Cornwall and boutique gastro-pubs in Suffolk. |
The company is a private company, limited by shares, registered in England and Wales. The company's registered number is 08821894 and the registered office is 7 Sail Lofts, Porthmeor Road, St Ives, Cornwall, TR26 1GB. |
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 as modified by the revaluation of certain assets. |
Basis of consolidation |
The consolidated financial statements incorporate the financial statements of the companies that continue to be controlled by the Group. |
Control exists where the Group has the power to govern and control the financial and operating policies of the entity, generally conferred by holding a majority of voting rights. |
All intra-group balances, transactions, income and expenses are eliminated on consolidation. The consolidated accounts are prepared using uniform accounting policies. |
Turnover |
Turnover is measured at the fair value of consideration received or receivable, excluding donations, rebates and value added tax. |
Turnover is recognised when the goods or service is provided. |
Tangible fixed assets |
Freehold property | - |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Computer equipment | - |
Stocks |
Stocks are valued at the lower of cost and estimated selling price less costs to sell, after making due allowance for obsolete and slow moving items. |
The cost formula used in measuring stock is FIFO. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated 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 statement of financial position date. |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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. |
Operating leases |
Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Financial instruments |
The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments. |
(i) Financial assets |
Basic financial assets, including trade and other receivables, cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of future receipts, discounted at a market rate of interest. |
(ii) Financial liabilities |
Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future receipts, discounted at a market rate of interest. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Going concern |
The group has incurred a loss of £524,410 in the current year (Prior year profit: £552,829). At the year-end date, the group had net current liabilities of £336,562 (Prior year: £238,167 liabilities) and net assets of £1,648,084 (Prior year: £2,172,494). |
The company has carried out significant refurbishment works at one of its sites which was, as a result, closed to the public until April 2022 when it was re-opened on a phased basis. |
The group continues to benefit from support by its director/shareholder. |
Management have prepared group cash flow projections for the period to June 2024 which demonstrate that they expect sufficient cash will be available to the group to continue to operate. The projections prepared include key judgements, in particular regarding the ongoing expected trading performance of the sites within a group subsidiary company and the Directors assessment is reliant on the sites achieving certain levels of forecast trade performance. |
Based on the review undertaken, the Directors are of the opinion that the going concern basis remains appropriate. |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
Apportionment of Freehold property historic cost between land and buildings (Suffolk Country Inns Ltd) |
On acquisition of the company's freehold properties, the price of land and buildings were not separately identified, The directors estimate that the historic cost of the land on which the company's freehold buildings are situated was £718,000 and together with the actual cost of the car park at £45,000 the total historic cost of land has been included in the financial statements at £763,000. Therefore, the amount of the historic cost apportioned to freehold buildings has been estimated at £950,899. The estimated land value is high relative to the total cost of the sites as substantial renovation work was required at both sites following acquisition. |
Fixed asset impairment (Suffolk Country Inns Ltd) |
The Directors assess annually the carrying value of freehold property comparing this to the higher of its deemed value in use and its fair value. An independent third party valuation was carried out in respect of one of the sites held in freehold property which has been used to demonstrate that the fair value is considered to be in excess of carrying value. Due to the refurbishment and period of closure of the other site held within freehold property it has not been possible to consider a value in use basis and the Directors have based their assessment of fair value on a historical valuation and taken into account the current year refurbishment expenditure bringing the asset into its current position. |
Apportionment of Freehold property historic cost between land and buildings (Sail lofts St Ives Ltd) |
On acquisition of the company's freehold property, the valuation of land and buildings were not separately identified. The freehold was valued at £3,000,000 on incorporation excluding the integral features. Since then Slipway has been sold. The Directors estimate that the deemed historic cost of the land on which the company's freehold buildings are situated was £1,500,000 based on comparable market data. Therefore, the amount of the historic cost apportioned to freehold buildings has been estimated at £860,108. |
4. | TURNOVER |
The turnover and loss (2022 - profit) before taxation are attributable to the principal activities of the group. |
An analysis of turnover by class of business is given below: |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
£ | £ |
Inns and restaurants | 1,356,276 | 1,393,633 |
Accommodation | 608,613 | 670,780 |
1,964,889 | 2,064,413 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
5. | EMPLOYEES AND DIRECTORS |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
£ | £ |
Wages and salaries | 1,098,872 | 904,951 |
Social security costs | 113,379 | 76,331 |
Other pension costs | 12,269 | 6,357 |
1,224,520 | 987,639 |
The average number of employees during the period was as follows: |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
Directors | 3 | 3 |
Inns and restaurants | 68 | 68 |
Accommodation | 12 | 14 |
The average number of employees by undertakings that were proportionately consolidated during the period was 82 (2022 - 85 ) . |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
£ | £ |
Directors' remuneration | 78,375 | 60,000 |
6. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging/(crediting): |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
£ | £ |
Hire of plant and machinery | 12,640 | 66,099 |
Other operating leases | 2,750 | - |
Depreciation - owned assets | 214,981 | 93,837 |
Loss/(profit) on disposal of fixed assets | 1,364 | (270,527 | ) |
Auditors' remuneration | 38,700 | 3,500 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
7. | INCOME FROM FIXED ASSET INVESTMENTS |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
£ | £ |
Dividends received | 962 | 274 |
8. | INTEREST RECEIVABLE AND SIMILAR INCOME |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
£ | £ |
Deposit account interest | 215 | 35 |
9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
£ | £ |
Bank loan interest | 3,806 | 695 |
Corporation tax interest | - | 2 |
3,806 | 697 |
10. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the period was as follows: |
Period | Period |
3.1.22 | 4.1.21 |
to | to |
1.1.23 | 2.1.22 |
£ | £ |
Deferred tax | (40,348 | ) | 57,996 |
Tax on (loss)/profit | (40,348 | ) | 57,996 |
The deferred tax charge is attributable to the origination of timing differences relating to accelerated capital allowances and trading losses not yet utilised. |
11. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
12. | TANGIBLE FIXED ASSETS |
Group |
Improvements |
Freehold | to | Plant and |
property | property | machinery |
£ | £ | £ |
COST |
At 3rd January 2022 | 4,070,843 | 923,314 | 1,500,935 |
Additions | 3,165 | 224,618 | 218,038 |
Disposals | - | - | (300,653 | ) |
At 1st January 2023 | 4,074,008 | 1,147,932 | 1,418,320 |
DEPRECIATION |
At 3rd January 2022 | - | - | 918,194 |
Charge for period | 36,220 | 18,428 | 153,532 |
Eliminated on disposal | - | - | (299,289 | ) |
At 1st January 2023 | 36,220 | 18,428 | 772,437 |
NET BOOK VALUE |
At 1st January 2023 | 4,037,788 | 1,129,504 | 645,883 |
At 2nd January 2022 | 4,070,843 | 923,314 | 582,741 |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 3rd January 2022 | 45,697 | 10,013 | 6,550,802 |
Additions | 4,339 | - | 450,160 |
Disposals | - | - | (300,653 | ) |
At 1st January 2023 | 50,036 | 10,013 | 6,700,309 |
DEPRECIATION |
At 3rd January 2022 | 36,866 | 8,056 | 963,116 |
Charge for period | 5,596 | 1,205 | 214,981 |
Eliminated on disposal | - | - | (299,289 | ) |
At 1st January 2023 | 42,462 | 9,261 | 878,808 |
NET BOOK VALUE |
At 1st January 2023 | 7,574 | 752 | 5,821,501 |
At 2nd January 2022 | 8,831 | 1,957 | 5,587,686 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
13. | FIXED ASSET INVESTMENTS |
Group |
Listed | Unlisted |
investments | investments | Totals |
£ | £ | £ |
COST OR VALUATION |
At 3rd January 2022 | 22,504 | 1 | 22,505 |
Additions | 962 | - | 962 |
Revaluations | (185 | ) | - | (185 | ) |
At 1st January 2023 | 23,281 | 1 | 23,282 |
NET BOOK VALUE |
At 1st January 2023 | 23,281 | 1 | 23,282 |
At 2nd January 2022 | 22,504 | 1 | 22,505 |
Cost or valuation at 1st January 2023 is represented by: |
Listed | Unlisted |
investments | investments | Totals |
£ | £ | £ |
Valuation in 2019 | (643 | ) | - | (643 | ) |
Valuation in 2021 | 6,330 | - | 6,330 |
Valuation in 2022 | 3,183 | - | 3,183 |
Valuation in 2023 | (185 | ) | - | (185 | ) |
Cost | 14,596 | 1 | 14,597 |
23,281 | 1 | 23,282 |
Company |
Shares in |
group | Other |
undertakings | investments | Totals |
£ | £ | £ |
COST OR VALUATION |
At 3rd January 2022 | 122,505 |
Additions | 1,000,862 |
Revaluations | ( |
) | (185 | ) |
Impairments | ( |
) | (999,899 | ) |
At 1st January 2023 | 123,283 |
NET BOOK VALUE |
At 1st January 2023 | 123,283 |
At 2nd January 2022 | 122,505 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
13. | FIXED ASSET INVESTMENTS - continued |
Company |
Cost or valuation at 1st January 2023 is represented by: |
Shares in |
group | Other |
undertakings | investments | Totals |
£ | £ | £ |
Valuation in 2019 | - | (643 | ) | (643 | ) |
Valuation in 2021 | - | 6,330 | 6,330 |
Valuation in 2022 | - | 3,183 | 3,183 |
Valuation in 2023 | - | (185 | ) | (185 | ) |
Cost | 100,002 | 14,596 | 114,598 |
100,002 | 23,281 | 123,283 |
If listed investments had not been revalued they would have been included at the following historical cost: |
2023 | 2022 |
£ | £ |
Cost | 14,596 | 13,634 |
Listed investments were valued on an open market basis on 1st January 2023 by the directors . |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiaries |
Registered office: 7 Sail Lofts, Porthmeor Road, St Ives, Cornwall, TR26 1GB |
Nature of business: |
% |
Class of shares: | holding |
The results for this subsidiary have been consolidated into the group financial statements. |
Registered office: 7 Sail Lofts, Porthmeor Road, St Ives, Cornwall, TR26 1GB |
Nature of business: |
% |
Class of shares: | holding |
The results for this subsidiary have been consolidated into the group financial statements. |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
13. | FIXED ASSET INVESTMENTS - continued |
Sail Lofts Management Ltd |
Registered office: 7 Sail Lofts, Porthmeor Road, St Ives, Cornwall, United Kingdom, TR26 1GB |
Nature of business: Dormant |
% |
Class of shares: | holding |
Ordinary | 91.67 |
31.12.22 | 31.12.21 |
£ | £ |
Aggregate capital and reserves | 12 | 12 |
Sail Lofts Management Ltd is a dormant company and as such is not material to the group and is not included in the consolidated accounts of the group. |
14. | STOCKS |
Group |
2023 | 2022 |
£ | £ |
Stocks | 58,642 | 22,285 |
None of the above stock has been pledged as security against any liabilities. |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade debtors | 3,565 | 3,302 |
Amounts owed by group undertakings | 411 | 424 |
Other debtors | 2,302 | 20,194 |
Prepayments and accrued income | 12,804 | 6,989 |
Prepayments | 10,695 | 10,113 |
29,777 | 41,022 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 18) | 30,149 | 9,646 |
Payments on account | 18,942 | 2,194 |
Trade creditors | 87,632 | 118,523 |
Amounts owed to group undertakings | - | - |
Social security and other taxes | 36,056 | 23,990 |
VAT | 50,467 | 1,941 | - | - |
Other creditors | 12,082 | 79,259 |
Directors' current accounts | 120,000 | 100,000 | 25,000 | 25,000 |
Accruals and deferred income | 138,101 | 210,674 |
493,429 | 546,227 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans (see note 18) | 235,309 | 34,837 |
Other creditors | 97,001 | - |
Directors' loan accounts | 3,523,019 | 3,119,537 | 84,993 | 89,993 |
3,855,329 | 3,154,374 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or | on demand: |
Bank loans | 30,149 | 9,646 |
Amounts falling due between two and | five years: |
Bank loans - 2-5 years | 106,854 | 34,837 |
Amounts falling due in more than five | years: |
Repayable by instalments |
Bank loans more 5 yr by instal | 128,455 | - |
19. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans | 265,458 | - |
RJ Clark | 2,817,232 | 2,407,233 | 2,817,232 | - |
3,082,690 | 2,407,233 |
The loans are secured by first fixed and floating charges on all of the assets and undertakings of Suffolk Country Inns Limited. |
20. | PROVISIONS FOR LIABILITIES |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Deferred tax | 4,808 | 45,156 | 1,650 | 1,685 |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
20. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred |
tax |
£ |
Balance at 3rd January 2022 | 45,156 |
Accelerated capital allowances | 18,765 |
Trading losses | (59,078 | ) |
Revaluation of investments | (35 | ) |
Balance at 1st January 2023 | 4,808 |
Company |
Deferred |
tax |
£ |
Balance at 3rd January 2022 |
Revaluation of investments | (35 | ) |
Balance at 1st January 2023 |
The deferred tax asset will be utilised against trading profits in future years. |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 100,001 | 100,001 |
Ordinary shares have full voting rights attached to them and are entitled to dividends. |
22. | RESERVES |
Group |
Retained | Other |
earnings | reserves | Totals |
£ | £ | £ |
At 3rd January 2022 | 587,053 | 1,485,440 | 2,072,493 |
Deficit for the period | (524,410 | ) | (524,410 | ) |
At 1st January 2023 | 62,643 | 1,485,440 | 1,548,083 |
Retained earning are the groups distributable reserves. |
Other reserves is made up of the share premium within the trading company Sail Lofts - St Ives Limited. |
23. | POST BALANCE SHEET EVENTS |
On 14th June 2023 the share capital of £1,000,000 was increased by £2,000,000 to £3,000,000 by way of converting existing debt within the Group. This followed the novation of part of the loan from Mr R J Clark to Porthmeor Holdings Ltd in return for a loan from the company to Porthmeor Holdings Ltd. |
Porthmeor Holdings Limited (Registered number: 08821894) |
Notes to the Consolidated Financial Statements - continued |
for the Period 3rd January 2022 to 1st January 2023 |
24. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is R J Clark. |