IRIS Accounts Production v23.3.0.418 12445417 Board of Directors 30.4.23 1.5.22 30.4.23 30.4.23 distribution of ambient snack, biscuit and bakery products to the retail food industry. true true true false true true false false false false false false true false Ordinary 0 Preference 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pure124454172022-04-30124454172023-04-30124454172022-05-012023-04-30124454172021-04-30124454172021-05-012022-04-30124454172022-04-3012445417ns16:EnglandWales2022-05-012023-04-3012445417ns15:PoundSterling2022-05-012023-04-3012445417ns11:Director12022-05-012023-04-3012445417ns11:Consolidated2023-04-3012445417ns11:ConsolidatedGroupCompanyAccounts2022-05-012023-04-3012445417ns11:PrivateLimitedCompanyLtd2022-05-012023-04-3012445417ns11:FRS102ns11:Consolidated2022-05-012023-04-3012445417ns11:Auditedns11:Consolidated2022-05-012023-04-3012445417ns11:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-05-012023-04-3012445417ns11:LargeMedium-sizedCompaniesRegimeForAccounts2022-05-012023-04-3012445417ns11:Consolidatedns11:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-05-012023-04-3012445417ns11:LargeMedium-sizedCompaniesRegimeForAccountsns11:Consolidated2022-05-012023-04-3012445417ns11:FullAccounts2022-05-012023-04-3012445417ns6:Subsidiary12022-05-012023-04-3012445417ns6:Subsidiary22022-05-012023-04-3012445417ns6:Subsidiary32022-05-012023-04-301244541712022-05-012023-04-3012445417ns11:OrdinaryShareClass12022-05-012023-04-3012445417ns11:OrdinaryShareClass22022-05-012023-04-3012445417ns11:Consolidated2022-05-012023-04-3012445417ns11:Director22022-05-012023-04-3012445417ns11:Director32022-05-012023-04-3012445417ns11:Director42022-05-012023-04-3012445417ns11:RegisteredOffice2022-05-012023-04-3012445417ns11:Consolidated2021-05-012022-04-3012445417ns6:CurrentFinancialInstruments2023-04-3012445417ns6:CurrentFinancialInstruments2022-04-3012445417ns6:Non-currentFinancialInstruments2023-04-3012445417ns6:Non-currentFinancialInstruments2022-04-3012445417ns6:ShareCapital2023-04-3012445417ns6:ShareCapital2022-04-3012445417ns6:SharePremium2023-04-3012445417ns6:SharePremium2022-04-3012445417ns6:RetainedEarningsAccumulatedLosses2023-04-3012445417ns6:RetainedEarningsAccumulatedLosses2022-04-3012445417ns6:ShareCapital2021-04-3012445417ns6:RetainedEarningsAccumulatedLosses2021-04-3012445417ns6:SharePremium2021-04-3012445417ns6:RetainedEarningsAccumulatedLosses2021-05-012022-04-3012445417ns6:RetainedEarningsAccumulatedLosses2022-05-012023-04-3012445417ns6:NetGoodwill2022-05-012023-04-3012445417ns6:IntangibleAssetsOtherThanGoodwill2022-05-012023-04-3012445417ns6:PlantMachinery2022-05-012023-04-3012445417ns6:FurnitureFittings2022-05-012023-04-3012445417ns6:ComputerEquipment2022-05-012023-04-3012445417ns6:CostValuation2022-04-30124454171ns6:Subsidiary12022-05-012023-04-3012445417ns6:Subsidiary232022-05-012023-04-30124454175ns6:Subsidiary32022-05-012023-04-3012445417ns6:WithinOneYearns6:CurrentFinancialInstruments2023-04-3012445417ns6:WithinOneYearns6:CurrentFinancialInstruments2022-04-3012445417ns6:BetweenOneTwoYearsns6:Non-currentFinancialInstruments2022-04-3012445417ns11:OrdinaryShareClass12023-04-3012445417ns11:OrdinaryShareClass22023-04-3012445417ns6:RetainedEarningsAccumulatedLosses2022-04-3012445417ns6:SharePremium2022-04-30
REGISTERED NUMBER: 12445417 (England and Wales)







GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2023

FOR

SHARECO 4 LTD

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


SHARECO 4 LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 30 APRIL 2023







DIRECTORS: R P Bridges
S A Marsden
A R Mewis
H S Young





REGISTERED OFFICE: 10 Banner Lane
Wickmans Drive
Coventry
CV4 9XA





REGISTERED NUMBER: 12445417 (England and Wales)





AUDITORS: Prime
Chartered Accountants
Statutory Auditor
Corner Oak
1 Homer Road
Solihull
B91 3QG

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2023


The directors present their strategic report of the company and the group for the year ended 30 April 2023.

REVIEW OF BUSINESS
The company was formed as a result of a management buy out to acquire Arden Topco Ltd and it's subsidiary companies, including the trading company, Arden Fine Foods (UK) Limited, which all occurred on the 10th March 2020.

Shareco 4 Ltd Limited is a non-trading holding company and there is no intention for it to start trading in the foreseeable future. Arden Fine Foods (UK) Ltd the only trading subsidiary imports, distributes and manufacturers snack foods, bakery products and similar consumable foodstuffs within the FMCG market. Arden Fine Foods (UK) Limited supplies to all the major UK grocery retailers, along with selected regional wholesalers.

PRINCIPAL RISKS AND UNCERTAINTIES
The principle risks and uncertainties are as follows;
1. No long term contract in supplying the major UK grocery retailers, common with all businesses supplying the UK grocery trade.
2. Adverse movement in exchange rates, the company enters into forward exchange contracts to reduce this risk.
3. The conflict in Ukraine has driven raw material ingredient prices up along with continued energy prices.
4. Continued growth of the German Discount chains and pressure on the established Grocery retail market.

RESULTS AND PERFORMANCE
The results for the group for the year, as set out on pages 10 to 12, shows a profit after tax of £1.75 million (2022: £1.5million).

The company's revenue stream is from dividends from its subsidiaries. These dividends allow the company to reduce its financing debt, which was incurred as the result of the management buy out.

The activities of the group has produced encouraging results considering the challenging economic conditions it faces. Turnover for the period is £35.0 million, with profit before tax at £2.3 million.

Foreign exchange continues to be a concern on profitability with the continued pressure on GBP:EUR.

Overall cost control in the company remains strong, overhead costs increased due to the investment made to retain and recruit staff for future growth.

The group continues to focus on adding value to their role in the supply chain, in assuring that product safety, legality and quality are maintained to leading industry benchmarks. This was again demonstrated being certified AA against the latest issue of the British Retailer Consortium Agents and Brokers Standard of our systems and procedures.


SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2023

KEY PERFORMANCE INDICATORS
The board monitors the progress of the group by the following to be Key Performance Indicators:

2023 2022 2021
Turnover £35.0m £29.2m £26.5m
% change in turnover. +19.86% +10.18%

Gross Profit Margin 21.40% 22.8% 22.4%

Profit Margin before Tax 6.67% 6.79% 3.80%


Turnover, the revenue generated by the group in the period. The company aims to continually increase it's revenue from it's existing customer base and looking at new market sectors to approach. The target for growth for the period was 3%-5%.

FUTURE DEVELOPMENTS
The Directors remain optimistic about the future, and are confident that the company has the suppliers and a team that have the commercial, operational, technical experience and drive to meet our future challenges and objectives.

Our employees remain the cornerstone of our success. It is our policy to continue to invest in their development and that their wellbeing is monitored and prioritised to ensure that the company remains a great place to work and attractive to the top talent in the marketplace.

The company will continue to invest in the development of its own Brands, with new product development, brand evolution, and consumer activity. This development alongside the promotion of selected key brands from our supplier portfolio are viewed by the Directors as key to the long term growth in value of the business.

ON BEHALF OF THE BOARD:





H S Young - Director


13 November 2023

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2023


The directors present their report with the financial statements of the company and the group for the year ended 30 April 2023.

DIVIDENDS
No dividends will be distributed for the year ended 30 April 2023.

During the year dividends were proposed on the preference shares, an amount totalling £36,324. This liability was due under the terms of the preference shares, a cumulative dividend of 3.5% accruing each year. The cumulative proposed dividend on preference shares has been distributed during the year.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 May 2022 to the date of this report.

R P Bridges
S A Marsden
A R Mewis
H S Young

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2023


AUDITORS
The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:



H S Young - Director


13 November 2023

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHARECO 4 LTD


Opinion
We have audited the financial statements of Shareco 4 Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 April 2023 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHARECO 4 LTD


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHARECO 4 LTD


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

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

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:
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC and other relevant parties.

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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHARECO 4 LTD


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Morgan Davies FCA (Senior Statutory Auditor)
for and on behalf of Prime
Chartered Accountants
Statutory Auditor
Corner Oak
1 Homer Road
Solihull
B91 3QG

15 November 2023

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 APRIL 2023

2023 2022
Notes £    £    £    £   

TURNOVER 3 35,040,562 29,207,640

Cost of sales 27,540,176 22,534,293
GROSS PROFIT 7,500,386 6,673,347

Distribution costs 1,390,707 1,077,949
Administrative expenses 3,580,272 3,397,600
4,970,979 4,475,549
2,529,407 2,197,798

Other operating income 6,470 2,919
OPERATING PROFIT 5 2,535,877 2,200,717

Interest receivable and similar income 1,501 7
2,537,378 2,200,724

Interest payable and similar expenses 6 199,949 218,636
PROFIT BEFORE TAXATION 2,337,429 1,982,088

Tax on profit 7 585,235 510,592
PROFIT FOR THE FINANCIAL YEAR 1,752,194 1,471,496
Profit attributable to:
Owners of the parent 1,752,194 1,471,496

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2023

2023 2022
Notes £    £   

PROFIT FOR THE YEAR 1,752,194 1,471,496


OTHER COMPREHENSIVE INCOME
Share options value movement 2,199 7,088
Income tax relating to other
comprehensive income

(550

)

(1,772

)
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

1,649

5,316
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,753,843

1,476,812

Total comprehensive income attributable to:
Owners of the parent 1,753,843 1,476,812

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

CONSOLIDATED BALANCE SHEET
30 APRIL 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 4,598,303 5,268,588
Tangible assets 10 31,894 32,620
Investments 11 - -
4,630,197 5,301,208

CURRENT ASSETS
Stocks 12 1,420,123 1,060,823
Debtors 13 4,601,894 3,400,482
Cash at bank 750,504 1,601,677
6,772,521 6,062,982
CREDITORS
Amounts falling due within one year 14 5,277,151 3,696,489
NET CURRENT ASSETS 1,495,370 2,366,493
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,125,567

7,667,701

CREDITORS
Amounts falling due after more than one
year

15

2,031,101

5,327,078
NET ASSETS 4,094,466 2,340,623

CAPITAL AND RESERVES
Called up share capital 19 100,878 100,878
Share premium 20 119,349 119,349
Other reserves 20 6,965 5,316
Retained earnings 20 3,867,274 2,115,080
SHAREHOLDERS' FUNDS 4,094,466 2,340,623

The financial statements were approved by the Board of Directors and authorised for issue on 13 November 2023 and were signed on its behalf by:





H S Young - Director


SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

COMPANY BALANCE SHEET
30 APRIL 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 7,620,775 7,620,775
7,620,775 7,620,775

CURRENT ASSETS
Cash at bank 141,078 847,713

CREDITORS
Amounts falling due within one year 14 975,120 185,238
NET CURRENT (LIABILITIES)/ASSETS (834,042 ) 662,475
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,786,733

8,283,250

CREDITORS
Amounts falling due after more than one
year

15

2,031,101

5,327,078
NET ASSETS 4,755,632 2,956,172

CAPITAL AND RESERVES
Called up share capital 19 100,878 100,878
Share premium 20 119,349 119,349
Retained earnings 20 4,535,405 2,735,945
SHAREHOLDERS' FUNDS 4,755,632 2,956,172

Company's profit for the financial year 1,799,460 1,434,035

The financial statements were approved by the Board of Directors and authorised for issue on 13 November 2023 and were signed on its behalf by:





H S Young - Director


SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£    £    £    £    £   

Balance at 1 May 2021 100,878 643,584 119,349 - 863,811

Changes in equity
Total comprehensive income - 1,471,496 - 5,316 1,476,812
Balance at 30 April 2022 100,878 2,115,080 119,349 5,316 2,340,623

Changes in equity
Total comprehensive income - 1,752,194 - 1,649 1,753,843
Balance at 30 April 2023 100,878 3,867,274 119,349 6,965 4,094,466

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Balance at 1 May 2021 100,878 1,301,910 119,349 1,522,137

Changes in equity
Total comprehensive income - 1,434,035 - 1,434,035
Balance at 30 April 2022 100,878 2,735,945 119,349 2,956,172

Changes in equity
Total comprehensive income - 1,799,460 - 1,799,460
Balance at 30 April 2023 100,878 4,535,405 119,349 4,755,632

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 APRIL 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,398,056 2,511,252
Interest paid (199,949 ) (218,636 )
Tax paid (499,526 ) (379,682 )
Net cash from operating activities 1,698,581 1,912,934

Cash flows from investing activities
Purchase of tangible fixed assets (10,863 ) (16,854 )
Interest received 1,501 7
Net cash from investing activities (9,362 ) (16,847 )

Cash flows from financing activities
Loan repayments in year (68,750 ) (1,287,500 )
Loan notes repaid in year (2,471,642 ) -
Capitalised loan notes interest - 297,305
Net cash from financing activities (2,540,392 ) (990,195 )

(Decrease)/increase in cash and cash equivalents (851,173 ) 905,892
Cash and cash equivalents at
beginning of year

2

1,601,677

695,785

Cash and cash equivalents at end of
year

2

750,504

1,601,677

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 APRIL 2023


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2023 2022
£    £   
Profit before taxation 2,337,429 1,982,088
Depreciation charges 681,876 677,226
Share options cost 2,199 7,088
Finance costs 199,949 218,636
Finance income (1,501 ) (7 )
3,219,952 2,885,031
(Increase)/decrease in stocks (359,300 ) 76,770
Increase in trade and other debtors (1,201,412 ) (261,450 )
Increase/(decrease) in trade and other creditors 738,816 (189,099 )
Cash generated from operations 2,398,056 2,511,252

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 April 2023
30.4.23 1.5.22
£    £   
Cash and cash equivalents 750,504 1,601,677
Year ended 30 April 2022
30.4.22 1.5.21
£    £   
Cash and cash equivalents 1,601,677 695,785


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.5.22 Cash flow At 30.4.23
£    £    £   
Net cash
Cash at bank 1,601,677 (851,173 ) 750,504
1,601,677 (851,173 ) 750,504
Debt
Debts falling due within 1 year (68,750 ) (755,587 ) (824,337 )
Debts falling due after 1 year (5,327,078 ) 3,295,977 (2,031,101 )
(5,395,828 ) 2,540,390 (2,855,438 )
Total (3,794,151 ) 1,689,217 (2,104,934 )

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023


1. STATUTORY INFORMATION

Shareco 4 Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The Group consolidated financial statements include the financial statements of the Company and all of its subsidiary undertakings made up to 30 April 2023.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Warehouse - 20% on cost
Fixtures and fittings - 20% on cost
Computer equipment - 33.33% on cost

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Derivative financial instruments
Derivative financial instruments are initially measured at fair value on the date in which the contract is entered and are subsequently valued at fair value with any movement being included in the income statement.

Share-based payments
The company issues equity-settled share options to certain employees within the group. Equity-settled share-based payment transactions are measured at fair value.

Fair value is measured by use of an earnings valuation model which is considered by management to be the most appropriate method of valuation.

The fair value of options in issue but not exercised are contained within other reserves. Where options have been granted but not vested, the directors have estimated how many they believe will ultimately vest and they have adopted this estimation in their value calculation.

Share options issued in the group scheme as consideration for employment services provided are treated as an expense of the group in the period and credited to a capital contribution reserve at their fair value.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom 35,040,562 29,207,640
35,040,562 29,207,640

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 1,783,962 1,685,773
Social security costs 230,186 223,158
Other pension costs 176,229 154,265
2,190,377 2,063,196

The average number of employees during the year was as follows:
2023 2022

Selling and distribution 7 6
Administration 21 20
Directors 4 4
32 30

2023 2022
£    £   
Directors' remuneration 638,904 597,989
Directors' pension contributions to money purchase schemes 120,300 112,750

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 4 4

Information regarding the highest paid director is as follows:
2023 2022
£    £   
Emoluments etc 246,404 232,038
Pension contributions to money purchase schemes 5,374 5,100

5. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£    £   
Depreciation - owned assets 11,589 6,939
Goodwill amortisation 670,285 670,286
Auditors' remuneration 24,500 20,500

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank loan interest 275 16,915
Loan note interest 163,350 165,397
Interest payable 36,324 36,324
199,949 218,636

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 585,785 512,364

Deferred tax:
Share options vested (550 ) (1,772 )
Tax on profit 585,235 510,592

UK corporation tax has been charged at 19.49 % .

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 2,337,429 1,982,088
Profit multiplied by the standard rate of corporation tax in the UK of
19.490 % (2022 - 19 %)

455,565

376,597

Effects of:
Expenses not deductible for tax purposes 3,469 12,053
Depreciation in excess of capital allowances 129,518 123,714
Adjustments to tax charge in respect of previous periods (2,767 ) -
Deferred tax on share options (550 ) (1,772 )
Total tax charge 585,235 510,592

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£    £    £   
Share options value movement 2,199 (550 ) 1,649


SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


7. TAXATION - continued
2022
Gross Tax Net
£    £    £   
Share options value movement 7,088 (1,772 ) 5,316

Following the changes to the rates of corporation tax, introduced on 1 April 2023 the effective tax rate for the period has been calculated at 19.49%.

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 May 2022
and 30 April 2023 6,702,855
AMORTISATION
At 1 May 2022 1,434,267
Amortisation for year 670,285
At 30 April 2023 2,104,552
NET BOOK VALUE
At 30 April 2023 4,598,303
At 30 April 2022 5,268,588

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


10. TANGIBLE FIXED ASSETS

Group
Fixtures
and Computer
Warehouse fittings equipment Totals
£    £    £    £   
COST
At 1 May 2022 32,256 382,737 94,596 509,589
Additions 10,863 - - 10,863
Disposals (1,900 ) - (5,637 ) (7,537 )
At 30 April 2023 41,219 382,737 88,959 512,915
DEPRECIATION
At 1 May 2022 32,256 355,723 88,990 476,969
Charge for year 1,991 7,428 2,170 11,589
Eliminated on disposal (1,900 ) - (5,637 ) (7,537 )
At 30 April 2023 32,347 363,151 85,523 481,021
NET BOOK VALUE
At 30 April 2023 8,872 19,586 3,436 31,894
At 30 April 2022 - 27,014 5,606 32,620

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 May 2022
and 30 April 2023 7,620,775
NET BOOK VALUE
At 30 April 2023 7,620,775
At 30 April 2022 7,620,775

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Arden Topco Limited
Registered office: 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


11. FIXED ASSET INVESTMENTS - continued

Calco (104) Limited
Registered office: 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

Arden Fine Foods (UK) Limited
Registered office: 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA
Nature of business: Distribution of biscuit and bakery products
%
Class of shares: holding
Ordinary 100.00


12. STOCKS

Group
2023 2022
£    £   
Stocks 1,420,123 1,060,823

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2023 2022
£    £   
Trade debtors 4,356,318 3,175,976
Other debtors 67,106 52,879
Prepayments 178,470 171,627
4,601,894 3,400,482

Factored debts of £4,356,318 (2022: £3,175,976) are included within trade debtors above at the period end.

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans and overdrafts (see note 16) - 68,750 - 68,750
Other loans (see note 16) 824,337 - 824,337 -
Trade creditors 2,907,400 2,164,719 - -
Tax 385,552 299,293 - -
Social security and other taxes 43,886 42,384 - -
Other creditors 1,594 1,564 - -
Accruals 1,115,323 1,119,285 150,783 116,488
Debt factoring (941 ) 494 - -
5,277,151 3,696,489 975,120 185,238

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Other loans (see note 16) 2,031,101 5,327,078 2,031,101 5,327,078

16. LOANS

An analysis of the maturity of loans is given below:

Group Company
2023 2022 2023 2022
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans - 68,750 - 68,750
Other loans 824,337 - 824,337 -
824,337 68,750 824,337 68,750
Amounts falling due between one and two years:
Other loans - 1-2 years 1,123,010 - 1,123,010 -
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Preference shares 908,091 908,091 908,091 908,091
Repayable by instalments
Other loans more 5yrs instal - 4,418,987 - 4,418,987

Preference shares above represent the liability element of the non-redeemable, fixed rate preference shares.

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 128,823 37,187
Between one and five years 378,368 15,344
507,191 52,531

Included within operating leases is the property lease of 10 Banner Park being within one year
£72,000 (2022: £Nil) and more than one year for £186,000 (2022: £Nil).

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


18. SECURED DEBTS

Debt factoring is secured by way of a debenture created on 30 April 1991. This is a fixed and floating charge over all and any of the assets of Arden Fine Foods (UK) Limited.

Barclays Bank PLC holds a legal charge. This is a fixed and floating charge over all and any of the assets of the group, created 16 March 2015.

Two individuals hold a fixed and floating charge over all and any assets of the group.

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
90,500 Ordinary 1 90,500 90,500
1,037,818 Preference .01 10,378 10,378
100,878 100,878

Each ordinary share of £1 each: a) carries the right to vote; b) the right to receive dividends, subject to the preferred dividend rights granted to the holder of the fixed rate undated preference shares of £0.01 each; c) entitles the holder to participate on a return of capital (including on a winding up, subject to the preferred capital rights granted to the holders of the fixed rate undated preference shares of £0.01 each; d) is not redeemable.

Each fixed rate undated preference share of £0.01 each: a) does not carry the right to vote; b) carries the right to receive a 3.5% preferred dividend in preference to the dividend rights attaching to the ordinary shares of £1 each; c) entitles the holder to participate on a return of capital (including on winding up) in the sum of £1 per fixed rate undated preference share of £0.01, in preference to the capital rights granted to the holders of the ordinary shares of £1 each; d) is not redeemable.

20. RESERVES

Group
Retained Share Other
earnings premium reserves Totals
£    £    £    £   

At 1 May 2022 2,115,080 119,349 5,316 2,239,745
Profit for the year 1,752,194 - - 1,752,194
Share options value movement - - 2,199 2,199
Deferred tax on share options - - (550 ) (550 )
At 30 April 2023 3,867,274 119,349 6,965 3,993,588

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


20. RESERVES - continued

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 May 2022 2,735,945 119,349 2,855,294
Profit for the year 1,799,460 - 1,799,460
At 30 April 2023 4,535,405 119,349 4,654,754

The group and company's reserves are as follows:

The retained earnings reserve represent the cumulative profits or losses net of dividends paid.

The share premium reserve represents the excess paid above the nominal value for the purchase of
shares in the company.

The other reserves represent the cumulative effect of movements in the valuation of the group share option scheme, net of deferred tax.

21. OTHER FINANCIAL COMMITMENTS

On 30 April 2023, the group had entered into a contract to purchase foreign currency at future dates. The amount committed to was dependent on future exchange rates. The maximum potential commitment as at 30 April 2023 was 2,510,100 Euros (2022: 7,842,393 Euros).

22. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries with the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

SHARECO 4 LTD (REGISTERED NUMBER: 12445417)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2023


23. SHARE-BASED PAYMENT TRANSACTIONS

The company operates a group share option scheme which is open to certain employees of the group.

Under this scheme the options are exercisable for £2.62 per share. The options enable 1 B Ordinary £1.00 share to be issued for every option exercised. There are no vesting conditions and if an option remains unexercised after a period of 10 years from the date of grant, the option expires. Options are forfeited if the employee leaves the group before the options are exercised.

Movements in share options and the weighted average price (WAP) for the year were:

2023
Ordinary B


No. of
share
options




WAP £



Outstanding and exercisable at the start of the year 7,500 2.62

Lapsed during the year 2,000 2.62

Outstanding and exercisable at the end of the year 5,500 2.62


2022
Ordinary B


No. of
share
options




WAP £



Outstanding and exercisable at the start of the year 7,500 2.62

Lapsed during the year - -

Outstanding and exercisable at the end of the year 7,500 2.62

24. PRIOR YEAR ADJUSTMENT

In the April 2022 accounts, the treatment of the preference shares has been revised, as a result £968,630 of Share premium has been re-allocated to Creditors: Due more than one year, as well as dividends re-categorised as finance costs.

There is a reduction of other comprehensive income of £36,324 in April 22.

An amount of £7,088 has been recognised in the year ended 30 April 2022 in other reserves for share options issued on 28 June 2021. Deferred tax on the share option cost of £1,772 has also been recognised.