Company Registration No. 09437639 (England and Wales)
FLAVOUR WAREHOUSE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2021
FLAVOUR WAREHOUSE HOLDINGS LIMITED
COMPANY INFORMATION
Director
Mr P E Boyle
Company number
09437639
Registered office
Global Way
Darwen
Lancashire
BB3 0RW
Auditor
Pierce C A Limited
Mentor House
Ainsworth Street
Blackburn
Lancashire
BB1 6AY
Business address
Global Way
Darwen
Lancashire
BB3 0RW
Bankers
Barclays Bank Plc
P O Box 229
Navigation Way
Preston
PR2 2XY
FLAVOUR WAREHOUSE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 6
Profit and loss account
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 18
FLAVOUR WAREHOUSE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 1 -

The director presents the strategic report for the year ended 30 November 2021.

Fair review of the business

The director considers the overall results for the company to be satisfactory.

 

The company has continued to invest in fixed assets with new premises being acquired in a previous period to house the head office and production facilities for the subsidiary companies.

Principal risks and uncertainties

The company does not actively use financial instruments as part of its financial risk management. It is exposed to the usual credit risk and cash flow risk associated with selling on credit but, as the majority of the company's sales are made to a group company, these risks are minimal. The nature of its financial instruments means that it is not subject to price risk or liquidity risk. Its policy is to finance working capital through group retained earnings.

On behalf of the board

Mr P E Boyle
Director
24 August 2022
FLAVOUR WAREHOUSE HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 2 -

The director presents his annual report and financial statements for the year ended 30 November 2021.

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £42,253. The director does not recommend payment of a final dividend.

Director

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

Mr P E Boyle
Auditor

The auditor, Pierce C A Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

Statement of disclosure to auditor

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 company’s auditor 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 company’s auditor is aware of that information.

FLAVOUR WAREHOUSE HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 3 -
On behalf of the board
Mr P E Boyle
Director
24 August 2022
FLAVOUR WAREHOUSE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FLAVOUR WAREHOUSE HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Flavour Warehouse Holdings Limited (the 'company') for the year ended 30 November 2021 which comprise the profit and loss account, the balance sheet, the statement of changes in equity 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 FRS 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

Our responsibilities and the responsibilities of the director 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 director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

FLAVOUR WAREHOUSE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLAVOUR WAREHOUSE HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the director's report.

 

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:

 

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

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.

In identifying and assessing risks of material misstatement in respect of irregularities we considered the following:

We are also required to perform specific procedures to respond to the risk of management override.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

FLAVOUR WAREHOUSE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLAVOUR WAREHOUSE HOLDINGS LIMITED
- 6 -

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.

Paul Moulding (Senior Statutory Auditor)
For and on behalf of Pierce C A Limited
24 August 2022
Statutory Auditor
Mentor House
Ainsworth Street
Blackburn
Lancashire
BB1 6AY
FLAVOUR WAREHOUSE HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 7 -
2021
2020
Notes
£
£
Turnover
3
1,260,000
1,252,877
Administrative expenses
(488,861)
(271,318)
Other operating income
-
0
3,955
Exceptional item
4
(8,000,000)
-
0
Operating (loss)/profit
5
(7,228,861)
985,514
Interest receivable and similar income
7
11,004,400
8,030,699
Interest payable and similar expenses
8
(37)
(10)
Profit before taxation
3,775,502
9,016,203
Tax on profit
9
(221,565)
(209,694)
Profit for the financial year
3,553,937
8,806,509

The profit and loss account has been prepared on the basis that all operations are continuing operations.

FLAVOUR WAREHOUSE HOLDINGS LIMITED
BALANCE SHEET
AS AT
30 NOVEMBER 2021
30 November 2021
- 8 -
2021
2020
Notes
£
£
£
£
Fixed assets
Intangible assets
11
176,253
180,249
Tangible assets
12
6,002,373
6,105,934
Investments
13
10,000,002
10,000,002
16,178,628
16,286,185
Current assets
Debtors
15
20,661,876
8,719,399
Cash at bank and in hand
8,097,501
16,457,611
28,759,377
25,177,010
Creditors: amounts falling due within one year
16
(178,910)
(215,784)
Net current assets
28,580,467
24,961,226
Net assets
44,759,095
41,247,411
Capital and reserves
Called up share capital
18
6,811,527
6,811,527
Capital redemption reserve
3,189,500
3,189,500
Profit and loss reserves
34,758,068
31,246,384
Total equity
44,759,095
41,247,411
The financial statements were approved and signed by the director and authorised for issue on 24 August 2022
Mr P E Boyle
Director
Company Registration No. 09437639
FLAVOUR WAREHOUSE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 9 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2019
6,810,500
3,189,500
22,439,875
32,439,875
Year ended 30 November 2020:
Profit and total comprehensive income for the year
-
-
8,806,509
8,806,509
Issue of share capital
18
1,027
-
-
1,027
Balance at 30 November 2020
6,811,527
3,189,500
31,246,384
41,247,411
Year ended 30 November 2021:
Profit and total comprehensive income for the year
-
-
3,553,937
3,553,937
Dividends
10
-
-
(42,253)
(42,253)
Balance at 30 November 2021
6,811,527
3,189,500
34,758,068
44,759,095
FLAVOUR WAREHOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 10 -
1
Accounting policies
Company information

Flavour Warehouse Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Global Way, Darwen, Lancashire, BB3 0RW.

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.

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.

The financial statements of the company are consolidated in the financial statements of Flavour Warehouse Holdings Limited. These consolidated financial statements are available from its registered office, Global Way, Darwen, Lancashire, BB3 0RW.

1.2
Going concern

The director considertrues that there are no material uncertainties affecting the company or the group in which it operates and consider that the company will have sufficient resources to continue trading for the foreseeable future. On this basis the financial statements have been prepared on a going concern basis.

Whilst the director has adopted the going concern basis set out above, the impact of the worldwide Coronavirus pandemic, Covid -19, on all businesses represents an uncertainty and the true impact of this pandemic will only become apparent over time.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

1.4
Intangible fixed assets other than goodwill

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

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:

Patents
10% straight line
1.5
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:

Land and buildings Freehold
2% straight line method

Freehold land is not depreciated.

FLAVOUR WAREHOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
1
Accounting policies
(Continued)
- 11 -
1.6
Fixed asset investments

Interests in subsidiaries 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.

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

1.7
Impairment of fixed assets

At each reporting period end date, the company 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.

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.

1.8
Cash at bank and in hand

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.

1.9
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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

FLAVOUR WAREHOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
1
Accounting policies
(Continued)
- 12 -
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 and loans from fellow group companies are recognised at transaction price.

Other financial liabilities

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

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
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.

1.11
Taxation

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

Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.12
Retirement benefits

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

FLAVOUR WAREHOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 13 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of investments

Investment in subsidiary undertakings is initially measured at cost and subsequently at cost less any impairment losses. As such, management are required to perform an impairment review on their investment portfolio to ascertain whether any impairment losses have occurred. If any impairment exists, quantifying such an impairment may require judgements to be made.

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2021
2020
£
£
Turnover
Principal activity
1,260,000
1,252,877
Other significant revenue
Interest income
4,400
30,699
Dividends received
11,000,000
8,000,000
4
Exceptional item
2021
2020
£
£
Expenditure
Loan to connected company written off
8,000,000
-
5
Operating (loss)/profit
2021
2020
Operating (loss)/profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
7,500
6,000
Depreciation of owned tangible fixed assets
103,561
103,560
Amortisation of intangible assets
23,058
18,964
FLAVOUR WAREHOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 14 -
6
Employees

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

2021
2020
Number
Number
Directors
1
1

Their aggregate remuneration comprised:

2021
2020
£
£
Wages and salaries
11,908
11,437
Pension costs
40,000
40,000
51,908
51,437

Wages and salaries relate to the directors of the company who are employed by its trading subsidiary undertaking, Flavour Warehouse Limited. Costs are re-charged to the company to reflect where the directors' work is performed.

7
Interest receivable and similar income
2021
2020
£
£
Interest income
Interest on bank deposits
4,400
30,699
Income from fixed asset investments
Income from shares in group undertakings
11,000,000
8,000,000
Total income
11,004,400
8,030,699

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
4,400
30,699
8
Interest payable and similar expenses
2021
2020
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
37
3
Other finance costs:
Other interest
-
0
7
37
10
FLAVOUR WAREHOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 15 -
9
Taxation
2021
2020
£
£
Current tax
UK corporation tax on profits for the current period
221,565
209,694

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:

2021
2020
£
£
Profit before taxation
3,775,502
9,016,203
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2020: 19.00%)
717,345
1,713,079
Tax effect of expenses that are not deductible in determining taxable profit
1,583,322
7,037
Permanent capital allowances in excess of depreciation
10,898
-
Dividend income
(2,090,000)
(1,520,000)
Other timing differences
-
0
9,578
Taxation charge for the year
221,565
209,694
10
Dividends
2021
2020
£
£
Interim paid
42,253
-
0
FLAVOUR WAREHOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 16 -
11
Intangible fixed assets
Patents
£
Cost
At 1 December 2020
211,520
Additions
19,062
At 30 November 2021
230,582
Amortisation and impairment
At 1 December 2020
31,271
Amortisation charged for the year
23,058
At 30 November 2021
54,329
Carrying amount
At 30 November 2021
176,253
At 30 November 2020
180,249
12
Tangible fixed assets
Land and buildings Freehold
£
Cost
At 1 December 2020 and 30 November 2021
6,528,023
Depreciation and impairment
At 1 December 2020
422,089
Depreciation charged in the year
103,561
At 30 November 2021
525,650
Carrying amount
At 30 November 2021
6,002,373
At 30 November 2020
6,105,934
13
Fixed asset investments
2021
2020
Notes
£
£
Investments in subsidiaries
14
10,000,002
10,000,002
14
Subsidiaries

Details of the company's subsidiaries at 30 November 2021 are as follows:

FLAVOUR WAREHOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
14
Subsidiaries
(Continued)
- 17 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Flavour Warehouse Limited
1
Ordinary
100.00
-
Operation Vape Limited
1
Ordinary
100.00
-
Vape Laboratories Ltd
1
Ordinary
100.00
-
Total Vapour Limited
2
Ordinary
0
100.00
Premier Retail Holdings Limited
1
Ordinary
0
100.00
Premier Retail Limited
1
Ordinary
0
100.00
Premier Vaping Limited
1
Ordinary
0
100.00
Vapouriz Limited
1
Ordinary
0
100.00
Vapouriz Labs Ltd
1
Ordinary
0
100.00
Vapestore Retail Ltd
1
Ordinary
0
100.00
Vapestars Ltd
1
Ordinary
0
100.00
Trulo GmbH
3
Ordinary
0
50.00

Registered office addresses (all UK unless otherwise indicated):

1
Global Way, Darwen, Lancashire, BB3 0RW
2
Number One, Lanyon Quay, Belfast, Antrim, Northern Ireland, BT1 3LG
3
Himmelgeister Str. 70, 40225 Düsseldorf, Germany
15
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
20,676
2,154
Amounts owed by group undertakings
20,640,246
8,716,116
Other debtors
-
0
100
Prepayments and accrued income
954
1,029
20,661,876
8,719,399
16
Creditors: amounts falling due within one year
2021
2020
Notes
£
£
Bank loans and overdrafts
3,629
-
0
Trade creditors
4,684
7,326
Corporation tax
89,616
126,694
Other taxation and social security
53,166
55,887
Other creditors
19,313
19,876
Accruals and deferred income
8,502
6,001
178,910
215,784

Other creditors include £4,313 (2020 - £4,875) in respect of loans from a director.

FLAVOUR WAREHOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2021
- 18 -
17
Retirement benefit schemes
2021
2020
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
40,000
40,000

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2021
2020
£
£
Ordinary share capital
Issued and fully paid
4,500,000 'A' Ordinary shares of £1 each
4,500,000
4,500,000
1,837,800 'B1' Ordinary shares of 50p each
918,900
918,900
1,421,100 'B2' Ordinary shares of 50p each
710,550
710,550
102,736 'C' Ordinary shares of 1p each
1,027
1,027
500,000 'A3' Ordinary shares of £1 each
500,000
500,000
204,200 'B3' Ordinary shares of 50p each
102,100
102,100
157,900 'B4' Ordinary shares of 50p each
78,950
78,950
6,811,527
6,811,527

Ordinary A shares entitle the holders to the following rights:

a) one vote for every one share

b) to receive dividends pro rata to the number of A ordinary shares and B1 ordinary shares in issue

c) ability to appoint an additional director

d) non-redeemable

 

Ordinary A3, B3, B4 and C shares entitle the holders to the following rights:

a) non-voting

b) no entitlement to dividends

c) non-redeemable

 

Ordinary B1 shares entitle the holders to the following rights:

a) non-voting

b) to receive dividends pro rata to the number of A ordinary shares and B1 ordinary shares in issue

c) non-redeemable

 

Ordinary B2 shares entitle the holders to the following rights:

a) one vote for every one B2 share

b) do not entitle the holder to receive dividends

c) non-redeemable

 

 

 

19
Ultimate controlling party

The ultimate controlling party is Mr P Boyle by virtue of his majority shareholding.

2021-11-302020-12-01falseCCH SoftwareCCH Accounts Production 2022.200Mr P E Boyle094376392020-12-012021-11-3009437639bus:Director12020-12-012021-11-3009437639bus:RegisteredOffice2020-12-012021-11-30094376392021-11-30094376392019-12-012020-11-300943763912020-12-012021-11-300943763912019-12-012020-11-3009437639core:RetainedEarningsAccumulatedLosses2019-12-012020-11-3009437639core:RetainedEarningsAccumulatedLosses2020-12-012021-11-3009437639core:OtherResidualIntangibleAssets2021-11-3009437639core:OtherResidualIntangibleAssets2020-11-3009437639core:PatentsTrademarksLicencesConcessionsSimilar2021-11-3009437639core:PatentsTrademarksLicencesConcessionsSimilar2020-11-30094376392020-11-3009437639core:LandBuildingscore:OwnedOrFreeholdAssets2021-11-3009437639core:LandBuildingscore:OwnedOrFreeholdAssets2020-11-3009437639core:CurrentFinancialInstrumentscore:WithinOneYear2021-11-3009437639core:CurrentFinancialInstrumentscore:WithinOneYear2020-11-3009437639core:CurrentFinancialInstruments2021-11-3009437639core:CurrentFinancialInstruments2020-11-3009437639core:ShareCapital2021-11-3009437639core:ShareCapital2020-11-3009437639core:CapitalRedemptionReserve2021-11-3009437639core:CapitalRedemptionReserve2020-11-3009437639core:RetainedEarningsAccumulatedLosses2021-11-3009437639core:RetainedEarningsAccumulatedLosses2020-11-3009437639core:ShareCapital2019-11-3009437639core:CapitalRedemptionReservecore:RestatedAmount2019-11-3009437639core:RetainedEarningsAccumulatedLosses2019-11-30094376392019-11-3009437639core:ShareCapitalOrdinaryShares2021-11-3009437639core:ShareCapitalOrdinaryShares2020-11-3009437639core:ShareCapital2019-12-012020-11-3009437639core:IntangibleAssetsOtherThanGoodwill2020-12-012021-11-3009437639core:LandBuildingscore:OwnedOrFreeholdAssets2020-12-012021-11-3009437639core:UKTax2020-12-012021-11-3009437639core:UKTax2019-12-012020-11-3009437639core:PatentsTrademarksLicencesConcessionsSimilar2020-11-3009437639core:PatentsTrademarksLicencesConcessionsSimilarcore:ExternallyAcquiredIntangibleAssets2020-12-012021-11-3009437639core:PatentsTrademarksLicencesConcessionsSimilar2020-12-012021-11-3009437639core:LandBuildingscore:OwnedOrFreeholdAssets2020-11-3009437639core:Non-currentFinancialInstruments2021-11-3009437639core:Non-currentFinancialInstruments2020-11-3009437639core:Subsidiary12020-12-012021-11-3009437639core:Subsidiary22020-12-012021-11-3009437639core:Subsidiary32020-12-012021-11-3009437639core:Subsidiary42020-12-012021-11-3009437639core:Subsidiary52020-12-012021-11-3009437639core:Subsidiary62020-12-012021-11-3009437639core:Subsidiary72020-12-012021-11-3009437639core:Subsidiary82020-12-012021-11-3009437639core:Subsidiary92020-12-012021-11-3009437639core:Subsidiary102020-12-012021-11-3009437639core:Subsidiary112020-12-012021-11-3009437639core:Subsidiary122020-12-012021-11-3009437639core:Subsidiary112020-12-012021-11-3009437639core:Subsidiary222020-12-012021-11-3009437639core:Subsidiary332020-12-012021-11-3009437639core:Subsidiary442020-12-012021-11-3009437639core:Subsidiary552020-12-012021-11-3009437639core:Subsidiary662020-12-012021-11-3009437639core:Subsidiary772020-12-012021-11-3009437639core:Subsidiary882020-12-012021-11-3009437639core:Subsidiary992020-12-012021-11-3009437639core:Subsidiary10102020-12-012021-11-3009437639core:Subsidiary11112020-12-012021-11-3009437639core:Subsidiary12122020-12-012021-11-3009437639bus:PrivateLimitedCompanyLtd2020-12-012021-11-3009437639bus:FRS1022020-12-012021-11-3009437639bus:Audited2020-12-012021-11-3009437639bus:FullAccounts2020-12-012021-11-30xbrli:purexbrli:sharesiso4217:GBP