Mooi Foods Holding Company Limited
Annual report and Financial Statements
For the year ended 31 December 2022
Mooi Foods Holding Company Limited
Company information
Director
Mr P.F. Buckingham
Secretary
Mrs Y. Buckingham
Company number
04605649
Registered office
3rd Floor
International House
20 Hatherton Street
Walsall
West Midlands
WS4 2LA
Auditor
DJH Mitten Clarke Audit Limited
3rd Floor
International House
20 Hatherton Street
Walsall
West Midlands
England
WS4 2LA
Mooi Foods Holding Company Limited
Contents
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 32
Mooi Foods Holding Company Limited
Strategic report
For the year ended 31 December 2022
- 1 -

The director presents the strategic report for the year ended 31 December 2022.

Review of the business

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

 

We consider that our key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross margin and profitability.

 

Following the last 2 year's substantial investment in restaurant improvements the turnover for the year 2022 increased by 3.4% over the previous year to £16.7m whilst gross margins decreased by nearly 4.54%. Additionally general increases in operating overheads resulted in an increased pre tax profit before depreciation of £42,577 (2021: £1,206,756) - after depreciation loss of £309,263 (2021: £901,116 profit).

Principal risks and uncertainties

We operate in a highly competitive market with a high level of price sensitivity where consumer behaviour can impact on turnover and profitability. This risk is mitigated by continual market research into assessing price strategy. We are also subject to a wide range of regulation which demand a high level of compliance such as health and safety, hygiene procedures and employment laws and these are closely monitored by McDonalds and management.

 

The re-emergence of Covid 19 restrictions also remains a threat. However, we are now experienced in reacting to and mitigating the effects caused by any restrictions and are confident that we will be able to react to any future developments.

 

In common with all businesses the liquidity risk is the risk that the company will have insufficient funds available to meet its financial obligations as they fall due. This risk is managed by management by bank finance using loans and overdraft ensuring that sufficient funds are available when required.

 

The interest rate risk is the risk that profitability will be impaired by an increase in finance interest rates. This risk is managed by continual monitoring of the borrowings and the interest rate charged.

 

We are at present experiencing a period of product cost inflation and shortages of certain supplies resulting from Brexit and the pandemic but the supply chain is closely monitored by McDonalds who are able to negotiate with suppliers to ensure favourable terms.

 

The company is also currently being exposed to pressures within the labour market leading to a rise in labour rates. Recent increases in National Minimum Wage and pension contributions are adding to this situation. To mitigate the risk we adopt remuneration packages which are competitive in the market and at the same time ensuring compliance with all regulations.

 

During the current year the trading position has improved and accumulated losses to August 2023 have been substantially reduced with a return to profitibility over the last few months. Accordingly, subject to any unforeseen circumstances or events outside of our control we are forecasting that the results for the current financial year will show a return to overall profitibility.

 

 

 

Mooi Foods Holding Company Limited
Strategic report (continued)
For the year ended 31 December 2022
- 2 -

On behalf of the board

Mr P.F. Buckingham
Director
27 September 2023
Mooi Foods Holding Company Limited
Director's report
For the year ended 31 December 2022
- 3 -

The director presents his annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the group in the year under review was that of the operation, as a McDonalds Restaurant franchisee, of a chain of quick service restaurants in the North East of England.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The director does not recommend payment of a further 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.F. Buckingham
Disabled persons

The group operates an equal opportunities policy with regard to recruitment and wherever possible seeks to offer suitable positions to disabled persons.

 

The directors endeavour to ensure that as far as possible the training, career development and promotion of disabled persons is the same as for other employees. Should employees become disabled, every effort is made to ensure that their employment continues and appropriate retraining is received.

Employee involvement

The group's policy is to provide equality, fairness and respect for all our employment, whether temporary, part-time or full-time and, to oppose and avoid all forms of unlawful discrimination, harassment, victimisation and bullying.

 

The group regards all of its employees as team members and everyone is regarded as equal in status and treated with fairness and respect. The recruitment procedures are intended to ensure to that employees are selected, promoted and treated according to their abilities and all have an equal opportunity to receive training and development.

 

Regular meetings with employees' representatives are held to inform them of the development of the business and all members of staff are regularly kept informed on matters affecting the business through store communications and meetings.

Mooi Foods Holding Company Limited
Director's report (continued)
For the year ended 31 December 2022
- 4 -
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 group and company, and of the profit or loss of the group 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 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. He is 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.

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 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.

On behalf of the board
Mr P.F. Buckingham
Director
27 September 2023
Mooi Foods Holding Company Limited
Independent auditor's report
To the members of Mooi Foods Holding Company Limited
- 5 -
Opinion

We have audited the financial statements of Mooi Foods Holding Company Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group profit and loss account, 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:

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 group and parent 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 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 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.

Mooi Foods Holding Company Limited
Independent auditor's report (continued)
To the members of Mooi Foods Holding Company Limited
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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:

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 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 director either intends to liquidate the parent 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Mooi Foods Holding Company Limited
Independent auditor's report (continued)
To the members of Mooi Foods Holding Company Limited
- 7 -

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

 

 

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

 

 

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

 

 

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

 

 

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

 

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

A further description of our responsibilities 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.

Mooi Foods Holding Company Limited
Independent auditor's report (continued)
To the members of Mooi Foods Holding Company Limited
- 8 -

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.

Philip Taylor (Senior Statutory Auditor)
For and on behalf of DJH Mitten Clarke Audit Limited
27 September 2023
Accountants
Statutory Auditor
3rd Floor
International House
20 Hatherton Street
Walsall
West Midlands
England
WS4 2LA
Mooi Foods Holding Company Limited
Group profit and loss account
For the year ended 31 December 2022
- 9 -
2022
2021
Notes
£
£
Turnover
3
16,706,389
16,152,795
Cost of sales
(10,063,037)
(8,994,981)
Gross profit
6,643,352
7,157,814
Administrative expenses
(6,849,436)
(6,175,113)
Operating (loss)/profit
4
(206,084)
982,701
Interest receivable and similar income
8
-
0
547
Interest payable and similar expenses
9
(103,178)
(82,133)
(Loss)/profit before taxation
(309,262)
901,115
Tax on (loss)/profit
10
73,000
(269,910)
(Loss)/profit for the financial year
25
(236,262)
631,205
(Loss)/profit for the financial year is all attributable to the owner of the parent company.
Mooi Foods Holding Company Limited
Group statement of comprehensive income
For the year ended 31 December 2022
- 10 -
2022
2021
£
£
(Loss)/profit for the year
(236,262)
631,205
Other comprehensive income
-
-
Total comprehensive income for the year
(236,262)
631,205
Total comprehensive income for the year is all attributable to the owners of the parent company.
Mooi Foods Holding Company Limited
Group balance sheet
As at 31 December 2022
- 11 -
2022
2021
Notes
£
£
£
£
Fixed assets
Goodwill
12
1,364,538
1,364,538
Other intangible assets
12
81,688
91,588
Total intangible assets
1,446,226
1,456,126
Tangible assets
13
2,163,067
2,396,863
Investments
14
5,000
5,000
3,614,293
3,857,989
Current assets
Stocks
16
77,364
52,297
Debtors
17
110,414
80,427
Cash at bank and in hand
958,322
961,783
1,146,100
1,094,507
Creditors: amounts falling due within one year
18
(1,748,671)
(1,231,422)
Net current liabilities
(602,571)
(136,915)
Total assets less current liabilities
3,011,722
3,721,074
Creditors: amounts falling due after more than one year
19
(1,543,234)
(1,943,324)
Provisions for liabilities
Deferred tax liability
21
325,000
398,000
(325,000)
(398,000)
Net assets
1,143,488
1,379,750
Capital and reserves
Called up share capital
23
100
100
Other reserves
849,950
849,950
Profit and loss reserves
25
293,438
529,700
Total equity
1,143,488
1,379,750
The financial statements were approved and signed by the director and authorised for issue on 27 September 2023
27 September 2023
Mr P.F. Buckingham
Director
Company registration number 04605649 (England and Wales)
Mooi Foods Holding Company Limited
Company balance sheet
As at 31 December 2022
31 December 2022
- 12 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
14
1,700,000
1,700,000
Current assets
Cash at bank and in hand
50
50
Creditors: amounts falling due within one year
18
(850,000)
(850,000)
Net current liabilities
(849,950)
(849,950)
Net assets
850,050
850,050
Capital and reserves
Called up share capital
23
100
100
Other reserves
849,950
849,950
Total equity
850,050
850,050

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 £0 (2021 - £122,478 profit).

The financial statements were approved and signed by the director and authorised for issue on 27 September 2023
27 September 2023
Mr P.F. Buckingham
Director
Company registration number 04605649 (England and Wales)
Mooi Foods Holding Company Limited
Group statement of changes in equity
For the year ended 31 December 2022
- 13 -
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2021
100
849,950
20,973
871,023
Year ended 31 December 2021:
Profit and total comprehensive income
-
-
631,205
631,205
Dividends
11
-
-
(122,478)
(122,478)
Balance at 31 December 2021
100
849,950
529,700
1,379,750
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(236,262)
(236,262)
Balance at 31 December 2022
100
849,950
293,438
1,143,488
Mooi Foods Holding Company Limited
Company statement of changes in equity
For the year ended 31 December 2022
- 14 -
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2021
100
849,950
-
0
850,050
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
-
122,478
122,478
Dividends
11
-
-
(122,478)
(122,478)
Balance at 31 December 2021
100
849,950
-
0
850,050
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
-
-
Balance at 31 December 2022
100
849,950
-
0
850,050
Mooi Foods Holding Company Limited
Group statement of cash flows
For the year ended 31 December 2022
- 15 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
637,394
1,053,261
Interest paid
(103,178)
(82,133)
Income taxes paid
(74,567)
(30,343)
Net cash inflow from operating activities
459,649
940,785
Investing activities
Purchase of tangible fixed assets
(108,144)
(298,654)
Interest received
-
0
547
Net cash used in investing activities
(108,144)
(298,107)
Financing activities
Repayment of bank loans
(354,966)
(267,430)
Dividends paid to equity shareholders
-
0
(122,478)
Net cash used in financing activities
(354,966)
(389,908)
Net (decrease)/increase in cash and cash equivalents
(3,461)
252,770
Cash and cash equivalents at beginning of year
961,783
709,013
Cash and cash equivalents at end of year
958,322
961,783
Mooi Foods Holding Company Limited
Notes to the group financial statements
For the year ended 31 December 2022
- 16 -
1
Accounting policies
Company information

Mooi Foods Holding Company Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3rd Floor, International House, 20 Hatherton Street, Walsall, West Midlands, WS4 2LA

 

The group consists of Mooi Foods Holding Company Limited and all of its subsidiaries.

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.

1.2
Business combinations

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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Mooi Foods Holding Company 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 2022. 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 17 -

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.

1.4
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses, in accordance with FRS102.

 

Goodwill is amortised over its useful life.

 

The directors have not made any adjustment for amortisation, on the basis that any adjustment would be immaterial to the group financial statements.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

 

Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 18 -
1.7
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.

 

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:

Franchise fees
5% over their estimated useful life
1.8
Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Historical cost includes any expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 

The carrying values of tangible fixed assets are reviewed for impairment when events or changes in

circumstances indicate the carrying value may not be recoverable.

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:

Leasehold improvements
Over the term of the lease
Plant and equipment
Over 5 - 9 years

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.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

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.

Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 19 -

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.

 

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.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

1.10
Impairment of fixed assets

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.

Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 20 -
1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

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.

1.12
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.

1.13
Financial instruments

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

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.

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.

Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 21 -
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.

 

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.

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 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.

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 group 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.

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.

Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial liabilities

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

1.14
Equity instruments

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.

1.15
Taxation

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

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 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

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.

1.16
Employee benefits

The company provides a range of benefits to employees, including annual bonus arrangements and defined contribution pension plans.

 

i. Short term benefits

 

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an

expense in the period in which the service is received.

 

ii. Defined contribution pension plans

 

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds

Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 23 -
1.17
Retirement benefits

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

1.18
Leases

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.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by class of business
Product sales
16,169,339
15,154,848
Non product sales
537,050
997,947
16,706,389
16,152,795
2022
2021
£
£
Other revenue
Interest income
-
547
4
Operating (loss)/profit
2022
2021
£
£
Operating (loss)/profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
341,940
295,740
Amortisation of intangible assets
9,900
9,900
Operating lease charges
2,721,072
2,662,634
Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
- 24 -
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
7,000
3,000
6
Employees

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

Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Crew
403
349
-
-
Management
17
19
-
-
Directors
2
2
-
-
Total
422
370
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2022
2021
2022
2021
£
£
£
£
Wages and salaries
4,467,546
3,769,287
-
0
-
0
Social security costs
215,246
155,643
-
-
Pension costs
56,691
45,806
-
0
-
0
4,739,483
3,970,736
-
0
-
0
7
Director's remuneration
2022
2021
£
£
Remuneration for qualifying services
171,202
171,202
Company pension contributions to defined contribution schemes
4,000
4,000
175,202
175,202
Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
7
Director's remuneration
(Continued)
- 25 -

Benefit in kind included of £1,202 (2021 - £1,202).

 

The number of directors to whom retirment benefits were accuring was as follows:

 

Money purchase scheme                             1     1

8
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
-
0
547
9
Interest payable and similar expenses
2022
2021
£
£
Interest on bank overdrafts and loans
103,178
82,133
10
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
-
0
104,910
Deferred tax
Origination and reversal of timing differences
(73,000)
165,000
Total tax (credit)/charge
(73,000)
269,910
Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
10
Taxation
(Continued)
- 26 -

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

2022
2021
£
£
(Loss)/profit before taxation
(309,262)
901,115
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(58,760)
171,212
Tax effect of expenses that are not deductible in determining taxable profit
3,540
8,693
Deferred tax rate adjustment
(10,548)
96,000
Capital allowances super deduction
(7,232)
(5,995)
Taxation (credit)/charge
(73,000)
269,910
11
Dividends
2022
2021
Recognised as distributions to equity holders:
£
£
Interim paid
-
122,478
12
Intangible fixed assets
Group
Goodwill
Franchise fees
Total
£
£
£
Cost
At 1 January 2022 and 31 December 2022
1,700,052
142,102
1,842,154
Amortisation and impairment
At 1 January 2022
335,514
50,514
386,028
Amortisation charged for the year
-
0
9,900
9,900
At 31 December 2022
335,514
60,414
395,928
Carrying amount
At 31 December 2022
1,364,538
81,688
1,446,226
At 31 December 2021
1,364,538
91,588
1,456,126
The company had no intangible fixed assets at 31 December 2022 or 31 December 2021.
Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
- 27 -
13
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Total
£
£
£
Cost
At 1 January 2022
468,898
4,188,091
4,656,989
Additions
11,715
96,429
108,144
At 31 December 2022
480,613
4,284,520
4,765,133
Depreciation and impairment
At 1 January 2022
329,513
1,930,613
2,260,126
Depreciation charged in the year
31,740
310,200
341,940
At 31 December 2022
361,253
2,240,813
2,602,066
Carrying amount
At 31 December 2022
119,360
2,043,707
2,163,067
At 31 December 2021
139,385
2,257,478
2,396,863
The company had no tangible fixed assets at 31 December 2022 or 31 December 2021.
14
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1,700,000
1,700,000
Unlisted investments
5,000
5,000
-
0
-
0
5,000
5,000
1,700,000
1,700,000
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2022 and 31 December 2022
5,000
Carrying amount
At 31 December 2022
5,000
At 31 December 2021
5,000
Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
14
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022 and 31 December 2022
1,700,000
Carrying amount
At 31 December 2022
1,700,000
At 31 December 2021
1,700,000
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Mooi Foods Limited
3rd Floor, International House, 20 Hatherton Street, Walsall, West Midlands, United Kingdom, WS4 2LA
Ordinary
100.00
16
Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Finished goods and goods for resale
77,364
52,297
-
0
-
0
17
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Corporation tax recoverable
-
0
30,341
-
0
-
0
Other debtors
3,273
2,183
-
0
-
0
Prepayments and accrued income
107,141
47,903
-
0
-
0
110,414
80,427
-
-
Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
- 29 -
18
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans
20
392,948
347,824
-
0
-
0
Trade creditors
413,934
343,240
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
850,000
850,000
Corporation tax payable
-
0
104,908
-
0
-
0
Other taxation and social security
692,564
266,283
-
-
Accruals and deferred income
249,225
169,167
-
0
-
0
1,748,671
1,231,422
850,000
850,000
19
Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
20
1,543,234
1,943,324
-
0
-
0
Amounts included above which fall due after five years are as follows:
Payable by instalments
-
(482,919)
-
-
20
Loans and overdrafts
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans
1,936,182
2,291,148
-
0
-
0
Payable within one year
392,948
347,824
-
0
-
0
Payable after one year
1,543,234
1,943,324
-
0
-
0

Bank overdrafts and loans are secured by an inter-company guarantee given by the parent company, Mooi Foods Holding Company Limited, limited to £3M and additionally by way of life assurance policies on the life of a director.

The bank loan is repayable by instalments and bears interest at 3% above the Royal Bank of Scotland PLC base rate.

Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
- 30 -
21
Deferred taxation

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

Liabilities
Liabilities
2022
2021
Group
£
£
Accelerated capital allowances
325,000
398,000
The company has no deferred tax assets or liabilities.
Group
Company
2022
2022
Movements in the year:
£
£
Liability at 1 January 2022
398,000
-
Credit to profit or loss
(73,000)
-
Liability at 31 December 2022
325,000
-
22
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
56,691
45,806

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.

23
Share capital
Group and company
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
24
Merger reserve
2022
2021
Group and company
£
£
At the beginning and end of the year
849,950
849,950
Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
- 31 -
25
Profit and loss reserves
Group
Company
2022
2021
2022
2021
£
£
£
£
At the beginning of the year
529,700
20,973
-
-
Profit/(loss) for the year
(236,262)
631,205
-
122,478
Dividends
-
(122,478)
-
(122,478)
At the end of the year
293,438
529,700
-
0
-
26
Operating lease commitments
Lessee

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:

Group
Company
2022
2021
2022
2021
£
£
£
£
Within one year
2,758,908
2,834,820
-
-
Between two and five years
11,035,632
11,339,280
-
-
In over five years
23,845,622
27,334,006
-
-
37,640,162
41,508,106
-
-

Rent for each of the restaurant premises is paid to McDonald's Restaurants Limited under non-cancellable operating leases. The lease charge comprises a base rent and a percentage rent based on sales. The lease commitment disclosed above consists of the base rent plus an estimate of the likely percentage based rent charge.

Mooi Foods Holding Company Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
- 32 -
27
Cash generated from group operations
2022
2021
£
£
(Loss)/profit for the year after tax
(236,262)
631,205
Adjustments for:
Taxation (credited)/charged
(73,000)
269,910
Finance costs
103,178
82,133
Investment income
-
0
(547)
Amortisation and impairment of intangible assets
9,900
9,900
Depreciation and impairment of tangible fixed assets
341,940
295,740
Movements in working capital:
(Increase)/decrease in stocks
(25,067)
731
(Increase)/decrease in debtors
(60,328)
30,146
Increase/(decrease) in creditors
577,033
(265,957)
Cash generated from operations
637,394
1,053,261
28
Analysis of changes in net debt - group
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
961,783
(3,461)
958,322
Borrowings excluding overdrafts
(2,291,148)
354,966
(1,936,182)
(1,329,365)
351,505
(977,860)
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