REGISTERED NUMBER: 04802283 (England and Wales) |
Group Strategic Report, Directors' Report and |
Audited |
Consolidated Financial Statements |
for the Year Ended 31 May 2023 |
for |
IH Holdings Limited |
REGISTERED NUMBER: 04802283 (England and Wales) |
Group Strategic Report, Directors' Report and |
Audited |
Consolidated Financial Statements |
for the Year Ended 31 May 2023 |
for |
IH Holdings Limited |
IH Holdings Limited (Registered number: 04802283) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 May 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Directors' Report | 4 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Statement of Financial Position | 12 |
Company Statement of Financial Position | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Statement of Cash Flows | 16 |
Notes to the Consolidated Statement of Cash Flows | 17 |
Notes to the Consolidated Financial Statements | 18 |
IH Holdings Limited |
Company Information |
for the Year Ended 31 May 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Gareth Hughes BSc ACA |
AUDITORS: |
Chartered Accountant & Statutory Auditor |
Suite 631, Linen Hall |
162-168 Regent Street |
London |
W1B 5TG |
IH Holdings Limited (Registered number: 04802283) |
Group Strategic Report |
for the Year Ended 31 May 2023 |
REVIEW OF BUSINESS |
The principal activity of the company in the year under review continued to be that of holding company. |
During the year the company acquired two companies with whom it has had long standing relationships: A1 Veg Limited and Hussain Meats Limited. Full details of the acquisition can be found in Note 22 and 23. |
The two acquisitions improve the Group's ability to source raw and frozen fruit and vegetables as well as improving its capabilities in the meat processing sector. The results of the two companies have been consolidated from the dates of acquisition. |
The group's previous principal activity being that of raw meat and vegetable processor for food manufacturers and caterers is now expanded to include wholesale and retail supply of fresh and frozen vegetables and fruit. |
The purpose of the review of business is to provide information on its strategy and objective, the market in which it operates and a review of progress during the period. It includes an analysis of key performance indicators and an assessment of the key risks and uncertainties that facing the company and its subsidiaries. |
The financial results for the year and the financial position at the year end of the group were as shown in the consolidated income statement on page 10 and the consolidated statement of financial position on page 12 respectively. |
Group turnover for the year increasing by 253% year on year with underlying operating profit still strong at £681,814 (2022: £1,014,962). Two factors have resulted in the increase in turnover: firstly the consolidation of the subsidiary undertakings and secondly a change in the contractual terms with customers in respect of meat processing. In respect of the latter, in previous years the group receive a fee for processing meat with the ownership of the meat remaining with customers. The Group now buys meat outright and sells it to customers. |
PRINCIPAL RISKS AND UNCERTAINTIES |
Commercial and market |
The group has identified a number of key risk areas. These include the loss of revenue growth as well as the detrimental impact on the profit margins; due to events such as raw produce cost fluctuations, increasing labour costs, competitive actions by competitors along with the potential inability to adjust prices charged to customers. To mitigate these, the group works closely with its suppliers and customers in order to manage and mitigate such risks. |
The group considers the ever-changing regulations in the food industry for operational and technical compliance, specifically in the areas of employment, health and safety, emissions and effluent, to be one of the commercial risks that the group faces. These are managed effectively with the group operating strict quality control procedures and disciplines to reduce the level of risk encountered. |
Other risk within this heading is product risks. The group handles raw meat and vegetable which are perishable with short life span. The group also operates strict quality control procedures and disciplines to protect its raw produce. |
Financial |
The group faces a number of financial risks which include the liquidity risk and credit rating risk. These risks are not considered significant as the group does not rely on external bank borrowings to finance its operations. |
Other risks and uncertainties within this heading are failures in internal control systems and IT systems. A failure in these systems could have a significant impact on the business. The directors have controls in place to maintain and regularly update the efficiency and smooth running of these systems. |
IH Holdings Limited (Registered number: 04802283) |
Group Strategic Report |
for the Year Ended 31 May 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES - CONTINUED |
Human resources |
The group is aware that achieving of its business objectives and performances is heavily relied on the contributions made by its employees. Procedures and policies are in place to attract, train and retain the employees with the necessary skills and capabilities levels to succeed in achieving its goals. Many of the employees have been with the group for a number of years and the group both values and benefits from this loyalty. |
Key performance indicators |
Turnover growth and increase operating margin remain the key performance indicators for the group which the directors regularly monitor against the budget and comparative period. |
2023 | 2022 |
Group's turnover | £55,400,512 | £15,676,833 |
Group's gross profit | £4,475,124 | £2,834,347 |
Group's gross profit margin | 8.08% | 18.08% |
Group's operating profit/(loss) | £681,814 | £1,014,962 |
Group's operating margin | 1.23% | 6.47% |
The directors believe that other key performance indicators for the group are not necessary or appropriate for an understanding of the performance, development or position of the business. As is stated above the acquisition and a change in the commercial terms of meat processing has changed the composition of the Groups' turnover numbers. However, gross margins have remained comparable with the prior period although the actual quantity of meat processed has decreased. |
Future developments |
The directors are confident that going forward the group will continue to be be successful in its strategic long term objective of achieving a stronger and profitable growth in the group's core activities and gaining market share in the food industry whilst continuing to provide improved quality and value of the products. |
ON BEHALF OF THE BOARD: |
IH Holdings Limited (Registered number: 04802283) |
Directors' Report |
for the Year Ended 31 May 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 May 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company continued to be that of holding company. |
The principal activity of the Group is that of processors of raw meat, fresh and frozen vegetables and fruit to food manufacturers and caterers; as well as being wholesalers and retailers of fresh and frozen vegetables and fruit. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 May 2023 was £500,000. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 June 2022 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
IH Holdings Limited (Registered number: 04802283) |
Directors' Report |
for the Year Ended 31 May 2023 |
AUDITORS |
The auditors, Garside and Co. Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
IH Holdings Limited |
Opinion |
We have audited the financial statements of IH Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 31 May 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 Directors' Report, 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. |
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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
IH Holdings Limited |
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 Directors' Report. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | 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 |
IH Holdings Limited |
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: |
Identifying and responding to risks of material misstatement due to fraud |
As required by auditing standards, and taking into account possible pressures to meet profit targets and our overall knowledge of the control environment, we performed procedures to address the risks of management override of controls and the risk of fraudulent revenue recognition, the risk that those in charge with management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as the valuation of fixed assets and financial instruments and depreciation policies. |
To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. |
Our risk assessment procedures included: |
- Enquiring of those charged with management and inspection of key papers as to the policies and procedures to prevent and detect fraud, including the process for engaging management to identify fraud risks specific to the entity's sector, as well as whether they have knowledge of any actual, suspected, or alleged fraud; |
- Reviewing internal risk assessment reports; |
- Considering management's incentives and opportunities for fraudulent manipulation of the financial statements; |
- Assessing significant accounting estimates for bias; and |
- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. |
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations |
We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and FRS 102 the Financial Reporting Standard applicable in the UK and Republic of Ireland. |
The entity is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, taxation legislation (payroll taxes), and pension legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items. |
Although the entity is unregulated, our assessment of risks involved gaining an understanding of the control environment including the entity's procedures for complying with laws and related regulatory requirements. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. |
Our procedures included: |
- Discussion with those in charge with management, and from inspection of the entity's regulatory and legal correspondence; |
- Discussion with those charged with management the policies and procedures regarding compliance with laws and regulations; |
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and |
- Enquiry of management, those charged with governance around actual and potential litigation and claims. |
Report of the Independent Auditors to the Members of |
IH Holdings Limited |
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. |
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. |
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. |
for and on behalf of |
Chartered Accountant & Statutory Auditor |
Suite 631, Linen Hall |
162-168 Regent Street |
London |
W1B 5TG |
IH Holdings Limited (Registered number: 04802283) |
Consolidated Income Statement |
for the Year Ended 31 May 2023 |
31.5.23 | 31.5.22 |
Notes | £ | £ |
TURNOVER | 55,400,512 | 15,676,833 |
Cost of sales | (50,925,388 | ) | (12,842,486 | ) |
GROSS PROFIT | 4,475,124 | 2,834,347 |
Distribution costs | (495,077 | ) | - |
Administrative expenses | (3,309,520 | ) | (1,848,726 | ) |
670,527 | 985,621 |
Other operating income | 11,287 | 29,341 |
OPERATING PROFIT | 5 | 681,814 | 1,014,962 |
Interest receivable and similar income | 2,536 | 107 |
684,350 | 1,015,069 |
Interest payable and similar expenses | 6 | (2,681 | ) | - |
PROFIT BEFORE TAXATION | 681,669 | 1,015,069 |
Tax on profit | 7 | (169,184 | ) | (196,371 | ) |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 512,485 | 818,698 |
IH Holdings Limited (Registered number: 04802283) |
Consolidated Other Comprehensive Income |
for the Year Ended 31 May 2023 |
31.5.23 | 31.5.22 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 512,485 | 818,698 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
512,485 |
818,698 |
Total comprehensive income attributable to: |
Owners of the parent | 512,485 | 818,698 |
IH Holdings Limited (Registered number: 04802283) |
Consolidated Statement of Financial Position |
31 May 2023 |
31.5.23 | 31.5.22 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 2 | - |
Tangible assets | 11 | 895,189 | 457,501 |
Investments | 12 | - | - |
895,191 | 457,501 |
CURRENT ASSETS |
Stocks | 13 | 957,717 | 221,043 |
Debtors | 14 | 6,808,316 | 1,839,012 |
Cash at bank and in hand | 806,225 | 650,124 |
8,572,258 | 2,710,179 |
CREDITORS |
Amounts falling due within one year | 15 | (7,930,126 | ) | (1,772,558 | ) |
NET CURRENT ASSETS | 642,132 | 937,621 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
1,537,323 |
1,395,122 |
CREDITORS |
Amounts falling due after more than one year |
16 |
(161,455 |
) |
(31,739 |
) |
NET ASSETS | 1,375,868 | 1,363,383 |
CAPITAL AND RESERVES |
Called up share capital | 18 | 100 | 100 |
Retained earnings | 19 | 1,375,768 | 1,363,283 |
SHAREHOLDERS' FUNDS | 1,375,868 | 1,363,383 |
The financial statements were approved by the Board of Directors and authorised for issue on 5 February 2024 and were signed on its behalf by: |
Mr I Hussain - Director |
IH Holdings Limited (Registered number: 04802283) |
Company Statement of Financial Position |
31 May 2023 |
31.5.23 | 31.5.22 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 15 | ( |
) | ( |
) |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
Company's profit/(loss) for the financial year | 1,642,548 | (3,013 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
IH Holdings Limited (Registered number: 04802283) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 May 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 June 2021 | 100 | 544,585 | 544,685 |
Changes in equity |
Total comprehensive income | - | 818,698 | 818,698 |
Balance at 31 May 2022 | 100 | 1,363,283 | 1,363,383 |
Changes in equity |
Dividends | - | (500,000 | ) | (500,000 | ) |
Total comprehensive income | - | 512,485 | 512,485 |
Balance at 31 May 2023 | 100 | 1,375,768 | 1,375,868 |
IH Holdings Limited (Registered number: 04802283) |
Company Statement of Changes in Equity |
for the Year Ended 31 May 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 June 2021 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 May 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 May 2023 |
IH Holdings Limited (Registered number: 04802283) |
Consolidated Statement of Cash Flows |
for the Year Ended 31 May 2023 |
31.5.23 | 31.5.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 979,980 | 752,545 |
Taxation | (203,689 | ) | (192,790 | ) |
Net cash from operating activities | 776,291 | 559,755 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (216,111 | ) | (104,050 | ) |
Sale of tangible fixed assets | - | 9,669 |
Purchase of subsidiaries (net of cash) | (528,169 | ) | - |
Hire purchase loan taken | 111,350 | - |
Hire purchase loan repayments | (37,116 | ) | - |
Hire purchase loan interest | (2,680 | ) | - |
Interest received | 2,536 | 107 |
Net cash from investing activities | (670,190 | ) | (94,274 | ) |
Cash flows from financing activities |
Amount introduced by directors | 550,000 | - |
Equity dividends paid | (500,000 | ) | - |
Net cash from financing activities | 50,000 | - |
Increase in cash and cash equivalents | 156,101 | 465,481 |
Cash and cash equivalents at beginning of year |
2 |
650,124 |
184,643 |
Cash and cash equivalents at end of year | 2 | 806,225 | 650,124 |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Statement of Cash Flows |
for the Year Ended 31 May 2023 |
1. | RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS |
31.5.23 | 31.5.22 |
£ | £ |
Profit for the financial year | 512,485 | 818,698 |
Depreciation charges | 194,698 | 116,188 |
Profit on disposal of fixed assets | - | (1,412 | ) |
Amortisation | (54,310 | ) | - |
Finance costs | 2,681 | - |
Finance income | (2,536 | ) | (107 | ) |
Taxation | 169,184 | 196,371 |
822,202 | 1,129,738 |
(Increase)/decrease in stocks | (517,505 | ) | 148,242 |
Increase in trade and other debtors | (2,817,185 | ) | (127,408 | ) |
Increase/(decrease) in trade and other creditors | 3,492,468 | (398,027 | ) |
Cash generated from operations | 979,980 | 752,545 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Year ended 31 May 2023 |
31.5.23 | 1.6.22 |
£ | £ |
Cash and cash equivalents | 806,225 | 650,124 |
Year ended 31 May 2022 |
31.5.22 | 1.6.21 |
£ | £ |
Cash and cash equivalents | 650,124 | 184,643 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.6.22 | Cash flow | At 31.5.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 650,124 | 156,101 | 806,225 |
650,124 | 156,101 | 806,225 |
Total | 650,124 | 156,101 | 806,225 |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 May 2023 |
1. | STATUTORY INFORMATION |
IH Holdings Limited (The "Parent Company") is a private company, limited by shares, registered and incorporated in the United Kingdom. The company's registered number is 04802283 and its registered office address is 353 Uxbridge Road, Southall, Middlesex,UB1 3EJ. |
The principal activity of the Group is that of processors of raw meat, fresh and frozen vegetables and fruit to food manufacturers and caterers; as well as being wholesalers and retailers of fresh and frozen vegetables and fruit. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements of the group and the company have been prepared in accordance with "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 entity. |
The financial statements have been prepared in accordance with applicable accounting standards and under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities measured at fair value through the income statement. |
Basis of consolidation |
The consolidated financial statements present the results of IH Holdings Limited and its own subsidiaries ("the Group") as if they form a single entity. lntercompany transactions and balances between group companies are therefore eliminated in full. The results of any subsidiaries acquired are consolidated from the date of acquisition. Goodwill is computed by reference to the cost of the acquisition compared the net asset value at the date of acquisition. |
The individual accounts of IH Holdings Limited have also adopted the following disclosure exemptions: |
- The requirement to present a statement of cash flows and related notes. |
- Financial instrument disclosures, including categories of financial instruments, items of income and expenses relating to financial instruments and exposure to and management of financial risks. |
Investments in subsidiaries are stated at cost less provisions for impairment where appropriate. |
Going concern |
At the time of approving the financial statements, the directors have a reasonable expectation that the group and the company have adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
Significant judgements and estimates |
In the application of the group's and the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods. |
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods. |
Goodwill |
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. |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets are initially recorded at cost, and are subsequently stated at cost less any accumulative depreciation and impairment losses. |
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
Leasehold land and buildings | Over the life of the lease |
Plant and machinery | 15% on cost |
Fixtures, fittings & equipment | 15% on cost |
Motor vehicles | 25% on reducing balance |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income statement. |
Impairment of fixed assets |
At each reporting period end date, the group and the company review 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 group and the company estimate the recoverable amount of the cash-generating unit to which the asset belongs. |
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. |
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 the income statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. |
Stocks |
Produce and other consumable stocks and spare parts stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on first in, first out basis. Work in progress and finished goods include labour and attributable overheads. |
At each statement of financial position date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its net realisable value and/or replacement cost. The impairment loss is recognised immediately in the income statement. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Cash and cash equivalents |
Cash and cash equivalents 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. |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
2. | ACCOUNTING POLICIES - continued |
Creditors |
Trade and other creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Short term creditors are measured at transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Provisions |
Provisions are recognised when the group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably. |
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised. |
Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable. |
Leases |
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases. |
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the income statement so as to produce a constant periodic rate of interest on the remaining balance of the liability. |
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of leased asset and recognised on a straight line basis over the lease term. |
Rentals payable under operating leases, including any lease incentives received, are charged to income 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 lease asset are consumed. |
Financial instruments |
The group and the company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investment in non-puttable ordinary shares. |
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction.like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments - continued |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the income statement. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
For financial assets measured at cost less impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the group and the company would receive for the asset if it were to be sold at the balance sheet date. |
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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. |
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 statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 statement of financial position 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. |
Employee benefits |
The costs of short-term employee benefits are recognised as a liability and an expense. |
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. |
Termination benefits are recognised immediately as an expense when the group and the company are demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
Pensions and retirement benefits |
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
3. | EMPLOYEES AND DIRECTORS |
31.5.23 | 31.5.22 |
£ | £ |
Wages and salaries | 4,069,900 | 2,028,875 |
Social security costs | 301,234 | 153,972 |
Other pension costs | 80,082 | 39,921 |
4,451,216 | 2,222,768 |
The average number of employees during the year was as follows: |
31.5.23 | 31.5.22 |
Administration | 13 | 9 |
Production | 187 | 96 |
200 | 105 |
4. | DIRECTORS' EMOLUMENTS |
31.5.23 | 31.5.22 |
£ | £ |
Directors' remuneration | 132,000 | 108,000 |
Directors' pension contributions | 1,320 | 1,196 |
133,320 | 109,196 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
31.5.23 | 31.5.22 |
£ | £ |
Hire of plant and machinery | 36,647 | 4,940 |
Rent | 937,702 | 606,833 |
Depreciation - owned assets | 194,698 | 116,188 |
Profit on disposal of fixed assets | - | (1,412 | ) |
Auditors' remuneration | 29,000 | 12,000 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.5.23 | 31.5.22 |
£ | £ |
Hire purchase interest | 2,681 | - |
7. | TAXATION |
The UK corporation tax charge was 19% until 31 March 2023. From 1 April 2023 the rate of UK corporation has increased to 25% for companies that have profits in excess of £250,000 per annum. The corporation tax charge for 2023 is a blended rate with the deferred taxation charge being adjusted for to recognise this increased rate that will apply in future periods. |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
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. | DIVIDENDS |
31.5.23 | 31.5.22 |
£ | £ |
Ordinary Shares shares of £1 each |
Final | 500,000 | - |
10. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
Acquisition | (54,308 | ) |
Release to income | 54,310 |
At 31 May 2023 | 2 |
NET BOOK VALUE |
At 31 May 2023 | 2 |
11. | TANGIBLE FIXED ASSETS |
Group |
Fixtures, |
fittings |
Land and | Plant and | and | Motor |
Buildings | machinery | equipment | vehicles | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 June 2022 | 853,381 | 1,468,488 | 102,991 | 104,033 | 2,528,893 |
Additions | - | 91,688 | 3,078 | 121,345 | 216,111 |
Acquisition | 59,002 | 357,273 | - | - | 416,275 |
At 31 May 2023 | 912,383 | 1,917,449 | 106,069 | 225,378 | 3,161,279 |
DEPRECIATION |
At 1 June 2022 | 582,577 | 1,335,128 | 98,273 | 55,414 | 2,071,392 |
Charge for year | 50,581 | 96,931 | 2,334 | 44,852 | 194,698 |
At 31 May 2023 | 633,158 | 1,432,059 | 100,607 | 100,266 | 2,266,090 |
NET BOOK VALUE |
At 31 May 2023 | 279,225 | 485,390 | 5,462 | 125,112 | 895,189 |
At 31 May 2022 | 270,804 | 133,360 | 4,718 | 48,619 | 457,501 |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
12. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 June 2022 |
Additions |
At 31 May 2023 |
NET BOOK VALUE |
At 31 May 2023 |
At 31 May 2022 |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiaries |
I H Foods Limited |
Registered office: 353 Uxbridge Road,Southall,Middlesex, England UB1 3EJ |
Nature of business: Raw meat and vegetables processors. |
% |
Class of shares: | holding |
Ordinary | 100.00 |
A1 Veg Limited |
Registered office: 353 Uxbridge Road,Southall,Middlesex, England UB1 3EJ |
Nature of business: Wholesaler, retailer of fresh & frozen fruit& veg |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Hussain Meats Limited |
Registered office: 353 Uxbridge Road,Southall,Middlesex, England UB1 3EJ |
Nature of business: Raw meat processors. |
% |
Class of shares: | holding |
Ordinary | 100.00 |
13. | STOCKS |
Group |
31.5.23 | 31.5.22 |
£ | £ |
Stocks | 957,717 | 221,043 |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
31.5.23 | 31.5.22 |
£ | £ |
Trade debtors | 6,239,812 | 1,672,441 |
Tax | - | 3,307 |
VAT | 132,506 | 16,170 |
Prepayments and accrued income | 435,998 | 147,094 |
6,808,316 | 1,839,012 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.5.23 | 31.5.22 | 31.5.23 | 31.5.22 |
£ | £ | £ | £ |
Trade creditors | 6,649,812 | 1,351,345 |
Amounts owed to group undertakings | - | - |
Tax | 151,597 | 195,642 |
Social security and other taxes | 94,501 | 58,171 |
Amounts owed to employees | 101,671 | 57,231 | - | - |
Pension payable | 1,468 | - | - | - |
VAT | 65,672 | - | - | - |
Other creditors | 15,737 | 8,145 |
Hire Purchase contracts | 55,675 | - | - | - |
Directors' current accounts | 590,000 | 40,000 | 300,000 | - |
Accrued expenses | 203,993 | 62,024 |
7,930,126 | 1,772,558 |
The directors current account balance is repayable on demand and is non-interest bearing. |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.5.23 | 31.5.22 |
£ | £ |
Hire purchase contracts | 18,558 | - |
Deferred tax | 142,897 | 31,739 |
161,455 | 31,739 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
Group |
Non-cancellable operating | leases |
31.5.23 | 31.5.22 |
£ | £ |
Within one year | 661,193 | 485,357 |
Between one and five years | 2,135,307 | 1,781,175 |
In more than five years | 40,030 | 208,000 |
2,836,530 | 2,474,532 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.5.23 | 31.5.22 |
value: | £ | £ |
Ordinary Shares | £1 | 100 | 100 |
19. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 June 2022 | 1,363,283 |
Profit for the year | 512,485 |
Dividends | (500,000 | ) |
At 31 May 2023 | 1,375,768 |
Company |
Retained |
earnings |
£ |
At 1 June 2022 |
Profit for the year |
Dividends | ( |
) |
At 31 May 2023 |
20. | CONTINGENT LIABILITIES |
As at the date of reporting period there was a contingent liability to National Westminster Bank PLC in respect of a guarantee given in respect of a loan with an original principal of £961,875 granted to one of the directors. National Westminster Bank PLC holds a debentures on all assets of the group. The debenture was settled in full subsequent to the end of reporting period, |
21. | RELATED PARTY DISCLOSURES |
The subsidiary undertakings, I H Foods Limited, A1 Veg Limited and Hussain Meats Limited have lease and rental agreements for premises in which directors of the company have an interest. The rental amounts paid during the year amounted to £753,309 (2021: £571,000). |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
22. | BUSINESS COMBINATIONS |
On 20 July 2022 IH Holdings Limited acquired 100% of the share capital of A1 Veg Limited for a cash consideration of £850,000. A1 Veg Limited is a wholesaler and retailer of fresh and frozen vegetables and fruit and prior to the acquisition was a strategic supplier to the IH Holdings Limited Group. |
The following table summarises the fair value of the assets acquired, the liabilities assumed along with consideration paid. |
£ |
Property, plant and equipment | 148,745 |
Intangible assets | 2 |
Cash at bank | 735,374 |
Debtors | 1,862,499 |
Stocks | 165,032 |
Trade creditors | (1,739,675 | ) |
Other creditors and provisions | (263,417 | ) |
908,560 |
Goodwill | (54,310 | ) |
Consideration (see below) | 854,250 |
For cash flow disclosure purposes the amounts disclosed are as follows: |
£ |
Cash consideration | 850,000 |
Directly attributable costs | 4,250 |
854,250 |
Less: |
Cash and cash equivalents acquired | 735,374 |
Net cash outflow | 118,876 |
The revenue from A1 Veg Limited included in the consolidated income statement for 2023 was £21,207,761. |
IH Holdings Limited (Registered number: 04802283) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 May 2023 |
23. | BUSINESS COMBINATIONS CONTINUED |
On 26 September 2022 IH Holdings Limited acquired 100% of the share capital of Hussain Meats Limited for a cash consideration of £600,000. Hussain Meats Limited is a processor of raw meats and prior to the acquisition was a strategic supplier to the IH Holdings Limited Group. |
The following table summarises the fair value of the assets acquired, the liabilities assumed along with consideration paid. |
£ |
Property, plant and equipment | 267,530 |
Cash at bank | 193,707 |
Debtors | 278,988 |
Stocks | 54,137 |
Trade creditors | (28,634 | ) |
Other creditors and provisions | (162,728 | ) |
603,000 |
Consideration (see below) | 603,000 |
Hussain Meats Limited's revenue comprises solely of sales to Group companies. |
For cash flow disclosure purposes the amounts disclosed are as follows: |
£ |
Cash consideration | 600,000 |
Directly attributable costs | 3,000 |
603,000 |
Less: |
Cash and cash equivalents acquired | 193,707 |
Net cash outflow | 409,293 |
The aggregate net cash flow is disclosed in the consolidated statement of cash flows as below: |
£ |
Hussain Meats Limited | 409,293 |
A1 Veg Limited (Note 22) | 118,876 |
Purchase of subsidiaries (net of cash) | 528,169 |