Company Registration Number 02529442 (England and Wales)
SALLY CLARKE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022
SALLY CLARKE LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
SALLY CLARKE LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2022
31 August 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
4
4,431,361
4,611,685
Investments
6
446,005
446,005
4,877,366
5,057,690
Current assets
Debtors
8
2,706,169
2,712,238
Cash at bank and in hand
910
156
2,707,079
2,712,394
Creditors: amounts falling due within one year
9
(3,210,261)
(3,319,063)
Net current liabilities
(503,182)
(606,669)
Total assets less current liabilities
4,374,184
4,451,021
Creditors: amounts falling due after more than one year
10
(2,620,910)
(2,815,083)
Net assets
1,753,274
1,635,938
Capital and reserves
Called up share capital
12
73,960
73,960
Share premium account
116,010
116,010
Revaluation reserve
13
2,159,485
2,159,485
Profit and loss reserves
(596,181)
(713,517)
Total equity
1,753,274
1,635,938
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 24 May 2023 and are signed on its behalf by:
Ms SV Clarke
Director
Company Registration No. 02529442
SALLY CLARKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022
- 2 -
1
Accounting policies
Company information
Sally Clarke Limited is a private company limited by shares incorporated in England and Wales. The registered office is:
136 Kensington Church Street
London
W8 4BH
The principal place of business is:
122 & 124 Kensington Church Street
London
W8 4BH
England
1.1
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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. The principal accounting policies adopted are set out below.
1.2
Turnover
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The company recognises revenue when:
The amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.
1.3
Tangible fixed assets
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:
Freehold land and buildings
not depreciated
Leasehold improvements
4 years straight line
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 credited or charged to profit or loss.
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
SALLY CLARKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
1
Accounting policies
(Continued)
- 3 -
1.4
Cash and cash equivalents
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.
1.5
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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
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.
Classification of financial liabilities
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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.6
Equity instruments
Equity instruments issued by the company 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 company.
SALLY CLARKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
1
Accounting policies
(Continued)
- 4 -
1.7
Employee benefits
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.
1.8
Retirement benefits
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment
1.9
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on straight-line basis over the period of the lease.
2
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
12,050
3,500
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
2
2
SALLY CLARKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 5 -
4
Tangible fixed assets
Land and buildings
£
Cost
At 1 September 2021 and 31 August 2022
5,901,950
Depreciation and impairment
At 1 September 2021
1,290,265
Depreciation charged in the year
180,324
At 31 August 2022
1,470,589
Carrying amount
At 31 August 2022
4,431,361
At 31 August 2021
4,611,685
Included within the net book value of land and buildings above is £4,105,983 (2021 - £4,250,136) in respect of freehold land and buildings and £325,376 (2021 - £361,549) in respect of improvements to leasehold premises
5
Revaluation
The fair value of the company's freehold property was revalued on 31 January 2020 by an independent valuer. Where the directors consider that there has been a material change in the valuation of the property between formal valuations they would then revalue the property to reflect its current market value.
The directors are satisfied that the value of the property is not less than the amount shown in the financial statements
The name and qualification of the independent valuer are Savills Chartered Surveyors who are external to the company,in accordance with guidelines in issue by The Roya Institution of Chartered Surveyors.
Had this class of asset been measured on a historical cost basis, the carrying amount would have been £2,040,961 (2021 - £2,090,651).
6
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
446,005
446,005
7
Subsidiaries
Details of the company's subsidiaries at 31 August 2022 are as follows:
SALLY CLARKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
7
Subsidiaries
(Continued)
- 6 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Sally Clarke Bakery Limited
England and Wales
Commercial bakery
Ordinary
80.00
Sally Clarke Restaurant Limited
England and Wales
Restaurant
Ordinary
100.00
Sally Clarke Retail Limited
England and Wales
Food retailer
Ordinary
100.00
Sally Clarke Kitchen Limited
England and Wales
Commercial kitchen
Ordinary
100.00
Sally Clarke (Westbourne Grove) Limited
England and Wales
Food retailer
Ordinary
100.00
8
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
1
Amounts owed by group undertakings
2,564,175
2,598,573
Other debtors
83,896
96,396
Prepayments and accrued income
58,097
17,269
2,706,169
2,712,238
Due after more than one year:
£56,250 (2021 -£68,750) of other debtors is classified as due after more than one year.
9
Creditors: amounts falling due within one year
2022
2021
£
£
Bank loans and overdrafts
11
244,240
275,388
Other borrowings
11
2,830,144
2,843,507
Trade creditors
74,685
113,366
Taxation and social security
10,804
38,069
Other creditors
8,066
6,674
Accruals and deferred income
42,322
42,059
3,210,261
3,319,063
10
Creditors: amounts falling due after more than one year
2022
2021
£
£
Bank loans and overdrafts
2,430,910
2,625,083
Other creditors
190,000
190,000
2,620,910
2,815,083
SALLY CLARKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 7 -
11
Loans and overdrafts
2022
2021
£
£
Bank loans
2,626,547
2,820,720
Bank overdrafts
48,603
79,751
Other loans
3,020,144
3,033,507
5,695,294
5,933,978
Payable within one year
3,074,384
3,118,895
Payable after one year
2,620,910
2,815,083
Unsecured loans, all of which are subordinated to the bank loans, include an unsecured loan from the director, S.V. Clarke, amounting to £287,962 (2021 - £301,325). This loan is repayable on demand.
The bank loans amount to a total of £2,626,547 (2021 - £2,820,720) and £2,575,916 (2021 - £2,770,720) of these are secured by a legal first charge on the company's premises at 122 and 124 Kensington Church Street, London, and a fixed and floating charge on all of the assets of Sally Clarke Limited. These loans must be repaid in full no later than 24 March, 2025. Interest is payable at 3.63000% (2021 - 3.63000%) above the Bank of England base rate.
During the year, there was a loan granted by Sheila Margaret Clarke included in the other creditors for £190,000 (2021 -£190,000). On 14th February 2022 the loan was reassigned to the director, S.V. Clarke
12
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
73,960
73,960
73,960
73,960
The whole of the issued share capital (2020 - whole) is owned by the immediate parent, Lydling Holdings Limited (see note 13) and consequently no consolidated accounts are produced for the Sally Clarke group of companies.
13
Revaluation reserve
2022
2021
£
£
At the beginning of the year
2,159,485
2,253,947
Other movements
-
(94,462)
At the end of the year
2,159,485
2,159,485
SALLY CLARKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 8 -
14
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Richard Wilch FCCA
Statutory Auditor:
Cottons Accountants LLP
15
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
610,500
610,500
16
Related party transactions
Transactions with related parties
During the year the company entered into transactions in the ordinary course of business with related parties,
Sales to and direct costs and expenses incurred on behalf of related parties are made at normal market prices. Outstanding balances with entities are unsecured and interest free.
During the year the company, , entered into transactions with Sally Clarke Bakery Limited, which an 80% subsidiary of the company.
Rental income
2022
2021
£
£
Sally Clarke Bakery Limited
151,548
151,548
The following amounts were outstanding at the reporting end date:
2022
2021
Amounts due from related parties
£
£
Sally Clarke Bakery Limited
1,322,831
697,221
Other information
17
Parent company
The company's immediate parent is Lydling Holdings Limited, incorporated in England and Wales.
The ultimate controlling party is Samuel Morton Morris.
SALLY CLARKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022
- 9 -
18
Auditor's liability limitation agreement
Upon appointment of Cottons Accountants LLP as auditors, the company entered into a limitation liability agreement with the auditors and this was approved by resolution on 24th May 2023. Liability is limited to the lesser of 20 times the audit fee or £188,000. In accordance with section 537 of CA06, the effect of the liability limitation agreement is to limit the auditor's liability to less than such amount as is fair and reasonable, as determined by that section, the agreement shall have effect as if it limited the liability to such amount as is fair and reasonable, as so determined.
The agreement limits the liability owed to the company by the auditors in respect of any negligence, default or breach of duty, or breach of trust, occurring in the course of the audit of the accounts for the year ending 31st August 2022.
The agreement does not limit liability for any instance of fraud or dishonesty on behalf of the auditor or any other liability that cannot be excluded or restricted by applicable laws or regulations.