THE_EXPLORER_GROUP_LIMITE - Accounts

The directors present the strategic report for the year ended 31 December 2023.

In 2023 The Explorer Group Limited (“the Group”) turnover grew by 23% over the previous year. The main contributors being a full year’s trading for all Starbucks stores & the opening of the first Marks and Spencer (“M&S”) store operated by HM Stanley Limited (“HMS”), and, despite no new store openings, the continuing growth of the Starbucks business operated by Burton & Speke Limited (“B&S”).

The Group made a profit before tax for the financial year of £1.9m (2022: £2.8m) with net assets of £8.0m (2022: £6.1m) at the balance sheet date. The profit for the current year is driven by coffee sales whilst substantial costs have been incurred in the run up to the opening of the first M&S Food store in Glasgow. Challenges to the margin came through increased input costs in the first half of the year; coffee, dairy, wheat all increased, as did utility costs.

In 2024 the business focus will be:

• Raise revenue to £30m;

• To commence operations as a licensee of International Workplace Group (Regus);

• To secure a licence for an additional quality brand in Scotland.

Revenue and Profit increases will be achieved by:

• Expanding the Group’s Starbucks estate and by increasing transaction numbers and value and reducing input costs, especially dairy and utilities;

• Expanding the Group’s M&S estate and by increasing transaction numbers and value;

• Opening two new Regus office centres through subsidiary Abel Tasman Limited (“AT”);

• Expanding into a new franchise.

While the Group’s over-arching strategy is one of expansion, the three operating subsidiaries, B&S, HMS and AT will each pursue additional strategies that reflect their individual aims, opportunities and operating environments.

To manage the growth of B&S, HMS and AT over the next few years, the Group continues to recruit against a rolling 3 year plan that reflects the management skills, experience and capacity necessary to effectively execute its business plans.

In addition, the Group will continue to seek opportunities to expand by adding new, high quality, lightly regulated franchises that diversify and complement its current businesses – Regus is an example of this.

This section lays out the key risks faced by the Group and the mitigation strategies, many of which will be incorporated into the Group’s business strategy. The risks are listed in order of decreasing impact.

Risk that Licensor changes strategic direction and stops franchising.

Very low likelihood in the medium term, increasing over the long term. Very high impact.

Impact: This is one of the two biggest risks to the Group’s business as it would lead to a significant loss of recurring revenue and profit. The Group would receive several year’s notice of an adverse decision and the Licensor would likely request the Group to sell its estate to a larger franchisor or back to the Licensor.

Mitigation: The Group can do little to reduce the risk of a Licensor deciding to stop franchising, but the impact is being reduced by the Group continuing to diversify its portfolio of franchises.

Risk that Licensor withdraws the Group’s licence to operate

Very low likelihood. Very high impact.

Impact: This is one of two biggest risks to the Group’s business as it would lead to a significant loss of recurring revenue and profit. The Group would receive several year’s notice of an adverse decision and the Licensor would likely request the Group to sell its estate to a larger franchisor or back to the Licensor.

Mitigation: The likelihood of this happening can be reduced by the Group meeting key performance indicators detailed in the licence agreement and by exceeding financial and operational goals. The impact is also being reduced by the Group continuing to diversify its portfolio of franchises.

Risk of reputational damage to Licensor, or the Group, resulting in financial loss

Low but growing likelihood. Impact could range from low to very high.

For the Group itself, the most likely reputational risk is a customer being exposed to an unlabelled allergen and having a severe allergic reaction.

Impact: Could range from very little to a major boycott of one of the Group’s franchises, resulting in a significant fall in sales over the short term and permanent loss of some customers over the longer term. The insurance pay-out to a customer who suffers an allergic reaction to an unlabelled allergen could be high.

Mitigation: Reduce the financial impact of reputational damage to one of the Group’s franchises by continuing to increase and diversify, its portfolio of franchises. Through the power of social media small local issues can suddenly gain national and even international attention. B&S and HMS can monitor for escalating issues and prepare internal communications their staff can use to answer questions from the public. B&S and HMS can reduce the risk of insurance pay-outs for unlabelled allergens by tightening and testing relevant operational procedures.

Risk of another Global Pandemic

Very low likelihood. Very high impact.

Impact: During the Covid pandemic, the UK Government designated Starbucks Drive-Thru’ (only) and M&S Simply Food stores as “Essential”, a designation that allowed both to stay open during the Covid pandemic. When the next pandemic comes it is reasonable to assume the same decision will be made. The Group’s strategy of franchise diversification will increase the risk that it will be operating franchises designated “non-essential” when the next pandemic occurs and these locations will be forced to close leading to falls in revenue and profitability.

Mitigation: The Group has very good relationships with its suppliers, primarily by paying its debts timely. This paid dividends during the Covid pandemic as the Group was able to quickly procure safety items such as Perspex screens, masks, etc. and it is reasonable to assume the same will happen next time. For franchises designated “essential”, the Group will look to its banks to provide any loans needed to cover additional operational costs. For franchises designated “non-essential”, the Group will take the risk of stores being shuttered and still being able to meet all remaining operational costs from reserves.

Risks arising from Regulatory Changes

Scotland’s new National Planning Framework (4) came into effect in February 2023. The impact was expected to be “high” and has now been recategorized as “medium”.

Impact: While the impact is lower than anticipated as new stores are getting approved, planning permission is taking longer to obtain as permission is often only obtained on appeal and additional costs are being incurred e.g. to employ local lobbyists and PR agents. At the moment it is too early to say if the risk of NPF4 resulting in fewer out-of-town retail parks being built is being realised.

Mitigation: Align the Group’s build-out strategy with the goals of NPF4 e.g. by focusing on providing car charging centres as the primary reason for building out-of-town retail parks. Partner with companies who already operate in large out-of-town retail parks and could make land available for a Group store e.g. Morrisons. Look for new franchises that can operate from Class 1 premises rather than Class 3 which Starbucks stores require.

Risk that worsening economy will lead to a fall in revenues in 2024 and 2025

High likelihood. Medium to low impact.

Impact: The impact of the worsening economic situation is expected to be low as most B&S and HMS customers are categorised as Affluent or Aspirational, groups who will continue to spend on premium products even as the economy deteriorates.

Mitigation: Closely monitor prices of competitors and store internal costs and increase prices where appropriate and reduce wastage. Outperform competitors and retain drive-thru customers by focussing on speed of service and accuracy. Outperform competitors and retain in-house customers by focussing on customer connection at the point-of-sale and ensuring customers get the perfect beverage in a clean environment form a friendly barista.

Risk that inflation & high energy costs will lead to higher operating costs

Likelihood: Already happening. Low impact

Impact: Low due to mitigation strategies already put in place.

Mitigation: Cost increases offset by price increases, revenue growth, high customer retention and investment in green energy.

Risk that stores recruitment remains difficult and inflation drives large earnings rises

Impact: Higher inflation has not resulted in rises in unemployment and so recruitment remains challenging. Staff retention has not changed and remains at historic averages. Earnings in 2023 rose in line with inflation to offer competitive packages to attract new staff and retain existing staff.

Mitigation: The Group will continue to be an attractive employer and in 2023 raised pay above the National Living Wage to remain competitive in attracting new talent and retaining existing staff.

Risk of cyber-attack leading to data loss or disruption of services

Very low likelihood, Impact ranges from to Medium to Very Severe

Impact: The likelihood of the Group suffering a cyberattack is assessed be low given the Group’s low profile, small size and the fact it offers little financial reward to an attacker. The impact is “Medium” if one of the software suppliers to the Group is hacked, “High” if the Group is hacked and its two key operational applications are impacted, and “Very Severe” if Starbucks or M&S are hacked.

Mitigation: Continue to use cloud applications provided by third parties, meet Payment Card Industry (PCI) compliance requirements, maintain and communicate security policy and associated standards to all staff and monitor compliance with standards and key controls.

The trading results for the Group are set out on page 11. The Group’s key financial performance indicators for the year were:

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2023.

The principal activity of The Explorer Group Limited is to act as a holding company. The principal activity of the group is the ownership and management of a number of coffee franchises and food retailer.

The results for the year are set out on page 11.

Ordinary dividends were paid amounting to £385,000 (2022: £250,000). The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Sch. 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) to be contained in the directors' report. It has done so in respect of future developments, research and development and financial instruments.

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Going concern

The directors have carefully considered the impact of the macroeconomic uncertainties, rising interest rates and inflation on the group’s financial position, liquidity and future performance. As set out in the strategic report, the group has continued to trade strongly throughout this year and the directors believe that it is experiencing good levels of sales growth and profitability. Therefore, the directors believe that the group is well placed to manage its business risks successfully. Accordingly, they have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of The Explorer Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 December 2023 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 Auditor 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of our knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' 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 directors' remuneration specified by law are not made; or

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

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and 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 parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• Companies Act 2006;

• UK Tax legislation;

• Food safety standards;

• Health and safety standards;

• VAT legislation; and

• UK Generally Accepted Accounting Practice.

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance.

We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

• Management override of controls

• Revenue recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level of and reasoning behind the group’s procurement of legal and professional services

• Performing audit work procedures 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 judgements made by management in their calculation of accounting estimates for potential management bias;

• Performing sales cutoff testing ensuring transactions were recorded in the appropriate accounting period;

• Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements 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 error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. 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 are to become aware of it.

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 auditor's 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,434,122 (2022 - £2,653,246 profit).

The Explorer Group Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office and principal place of business is Tynemount House, Ormiston, Tranent, United Kingdom, EH35 5NN.

The group consists of The Explorer Group Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company The Explorer Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

On 3 January 2022, the group carried out a restructuring which included the introduction of a new parent holding company, The Explorer Group Limited, which acquired the entire share capital of Burton & Speke Limited and majority interests in each of HM Stanley Limited and Mungo Park Limited by way of share-for-share exchange. Given that the consideration was wholly share-for-share exchange and the rights of each shareholder relative to the others have remained the same, compliance with the Companies Act 2006 and FRS 102 section 19 allows the restructuring to be accounted for as a merger.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The directors have carefully considered the impact of the macroeconomic uncertainties, rising interest rates and inflation on the group’s financial position, liquidity and future performance. As set out in the strategic report, the group has continued to trade strongly throughout this year and the directors believe that it is experiencing good levels of sales growth and profitability. Therefore, the directors believe that the group is well placed to manage its business risks successfully. Accordingly, they have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover relates to the sale of food and drink and is recognised at the point of sale. Turnover is shown net of VAT and other sales related taxes.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The group has adopted a policy of not depreciating land and buildings. The directors believe that estimated residual values are not materially different from carrying amounts. Although this accounting policy is in accordance with the applicable accounting standards, it is a departure from the general requirement of the Companies Act 2006 for all tangible assets to be depreciated. In the opinion of the directors, compliance with the standard is necessary for the financial statements to give a true and fair view. Depreciation is only one of many factors reflected in valuation and the amount of this which might otherwise have been charged cannot be separately identified or quantified.

Given the above, land and buildings are therefore re-valued regularly and are carried at a revalued amount, being their fair value based on the valuation performed by the directors who have used their recent experience in the location and category of property valued. Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in the profit and loss account or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in the profit and loss account.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

In the group financial statements, investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

In the application of the group’s accounting policies, the directors are 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 relevant. Actual results may differ from these estimates.

The 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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

As described in note 12 to the financial statements, land and buildings are stated at fair value based on the valuation performed by the directors who have used their experience and by reference to recently completed external valuations performed by independent Chartered Surveyors and other market data.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

The group's land and buildings are carried at valuation with the valuation performed by the directors who have used their recent experience and by reference to recently completed external valuations performed by independent Chartered Surveyors and other market data. The directors are satisfied that the above carrying value approximates the fair value at the reporting date.

If revalued land and buildings were measured using the cost model, the carrying amounts would be as follows:

Details of the company's subsidiaries at 31 December 2023 are as follows:

HM Stanley Limited (SC354218) and Mungo Park Limited (SC343338) have taken the exemption from the requirement to have their individual financial statements audited. This exemption is available under section 479A of the Companies Act 2006.

Details of associates at 31 December 2023 are as follows:

The bank loans and overdrafts are secured by fixed and floating charges over the group's assets.

Bank loans totalling £1,911,556 (2022: £1,724,000) are repayable at a rate of 3% per annum over the Bank of England Base rate over a remaining term of 14 years. Bank loans totalling £256,103 (2022: £356,103) are repayable at a rate of 3.75% per annum over the Bank of England Base rate over a remaining term of 3 years.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Share premium account represents proceeds received on issuance of shares in excess of nominal value.

Revaluation reserve represents the cumulative balance of unrealised gains on revalued investment properties less deferred tax thereon.

The merger reserve reflects the fair value premium recognised for the purchase of equity investments through a share-for-share swap.

Profit and loss reserves represent accumulated comprehensive income or expenditure for the year and prior periods less dividends paid.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date: