|
Acquisition of own shares |
At the meeting of the Board of Directors of Dina Foods Limited ("the Company" ) on 21 April |
2023, the Board agreed to purchase its own shares in aggregate of 8,000 ordinary shares of |
of £1.00 each in the capital of the Company for an aggregate considderation of £1,532,608 |
from Rola Haddad, Pola Haddad, Ziad Haddad and Elie Haddad . Each seller holding 2,000 of |
the said shares at a price per share of £191,576 |
|
The details of the shares purchased are as follows: |
Class of share |
Ordinary shares |
Amount paid |
£1,540,273 |
Nominal value of shares |
£8,000 |
Number of shares |
8,000 |
Percentage of class purchased |
40.0% |
|
The directors are of the opinion that: |
(a) |
there will be no grounds own which the company could be found unable to pay its debts |
|
immediately following the payment out of capital |
|
(b) |
as regards its prospects for the year following and their intentions with respect to the |
|
management of the company's business , the company will be able to carry on business |
|
as a going concern and be able to pay its debts as they fall due, throughout the year. |
|
|
This report was approved by the board on 20 December 2023 and signed by its order. |
|
|
|
Mr Mahmoud Haidari |
Secretary |
|
DINA FOODS LIMITED |
Strategic Report |
|
Business Review |
Turnover increased by 17% to £14,720,484 exceeding the strategic budget of £14,000,000 |
set for the year by £720,484. This has been achieved despite the continued issues relating to |
supply of raw materials, more stringent trading policies applied by the major supermarket/chains |
and overall dwindling consumer disposable income. |
While various efficiency improvements strategies were developed and implemented during the |
year, the growth under the above-mentioned adverse business conditions, did, nevertheless |
results in a slightly lower gross profit ratio of 28.7% as compared to the company's norm over |
30% and previous years 31.5% ratios |
|
Key Performance Indicators (KPI's) |
The Board monitors the progress of the Company by reference to the following KPI's. |
The figures indicate a drop in the key performance ratios, however these are expected by the |
directors due to continued increases in minimum wage and overheads |
|
2023 |
2022 |
Gross profit ratio |
28.68% |
31.51% |
Net profit ratio |
2.18% |
2.13% |
Return on capital employed |
16.04% |
13.39% |
|
|
Sale and Marketing |
The top ten customers of the business account for over 60% of the total sales indicating our |
deeper penetration and wider distribution within the key grocery market sector |
Export remains one of he important and strategic targets for the company's current and future |
growth potential, currently contributing over 30% if the confectionary business and close to 14% |
of Private labels especially within the "Food to go" and "Sandwich making" growth markets, are |
another key strategically identified focus categories which currently contribute close to 26% of |
the bakery business |
|
Drive efficiencies |
As the leading manufacturing and suppliers of the unique range of the authentic Mediterranean |
bread, confectionary and savoury products, the company's goal and strategic thrust continues |
to focus on building strong and ensuring business relationships with our current and growing list |
of reputable and important distribution channels, continued emphasis on quality and service as the |
key elements of operating principles, and introduction of successful, consumer relevant innovative |
products to the existing and emerging market segments. |
|
Principal risks and uncertainties |
The company has established a risk committee that meets quarterly and which evaluates the |
company's risk appetite. The principal risk and uncertainties facing company are broadly grouped |
as competive, legislative and financial instrument risk |
|
> Competitive and Financial Risks |
The company is reliant on the major supermarkets for contracts which are subject to periodic |
reviews Renewals of these contracts are uncertain as the major supermarkets are always pursuing |
price reduction policies often to the detriment of their suppliers. |
|
> Legislative Risks |
These are mainly Health and Safety issuedsand to a large extent, compliance imposes costs and |
failure to comply with the standard could materially affect the company's ability to operate. |
|
This report was approved by the board on 20 December 2023 and signed by its order. |
|
|
|
Mr Mahmoud Haidari |
Secretary |
|
|
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
|
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. |
We have nothing to report in this regard. |
|
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
● |
the information given in the 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 strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. |
|
Matters on which we are required to report by exception |
DINA FOODS LIMITED |
Statement of Cash Flows |
for the year ended 30 June 2023 |
|
Notes |
|
2023 |
|
2022 |
£ |
£ |
Operating activities |
Profit for the financial year |
307,879 |
|
195,807 |
|
Adjustments for: |
Loss/(profit) on sale of fixed assets |
39,001 |
|
(8,461) |
Loss on revaluation of investments |
11,664 |
|
133,893 |
Interest receivable |
(32,195) |
|
(58,836) |
Interest payable |
119,436 |
|
5,414 |
Tax on profit on ordinary activities |
(1,946) |
|
70,140 |
Depreciation |
225,873 |
|
180,189 |
Increase in stocks |
(178,728) |
|
(248,951) |
(Increase)/decrease in debtors |
(1,809,116) |
|
2,683,108 |
(Decrease)/increase in creditors |
(399,583) |
|
231,916 |
|
|
|
(1,717,715) |
|
3,184,219 |
|
Interest received |
32,195 |
|
58,836 |
Interest paid |
|
|
(110,322) |
|
(1,077) |
Interest element of finance lease payments |
(9,114) |
|
(4,337) |
|
Cash (used in)/generated by operating activities |
(1,804,956) |
|
3,237,641 |
|
|
|
|
|
|
Investing activities |
Payments to acquire tangible fixed assets |
(299,615) |
|
(622,624) |
Proceeds from sale of tangible fixed assets |
28,334 |
|
33,086 |
Change in market value of listed investments |
- |
|
(1,968,401) |
Proceeds from sale of listed investments |
800,000 |
- |
Cash generated by/(used in) investing activities |
528,719 |
|
(2,557,939) |
|
|
|
|
|
|
Financing activities |
Purchase of own shares |
(1,540,273) |
|
- |
Transfer to capital redemption reserve |
8,000 |
|
- |
Cost of shares redeemed |
(8,000) |
|
- |
Repayment of loans |
651,916 |
|
(6,751) |
Capital element of finance lease payments |
80,319 |
|
102,967 |
|
Cash (used in)/generated by financing activities |
(808,038) |
|
96,216 |
|
|
|
|
|
|
Net cash (used)/generated |
Cash (used in)/generated by operating activities |
(1,804,956) |
|
3,237,641 |
Cash generated by/(used in) investing activities |
528,719 |
|
(2,557,939) |
Cash (used in)/generated by financing activities |
(808,038) |
|
96,216 |
|
Net cash (used)/generated |
(2,084,275) |
|
775,918 |
|
Cash and cash equivalents at 1 July |
1,899,503 |
|
1,123,585 |
Cash and cash equivalents at 30 June |
(184,772) |
|
1,899,503 |
|
|
|
|
|
|
Cash and cash equivalents comprise: |
Cash at bank |
43,059 |
|
1,899,503 |
Bank overdrafts |
12 |
|
(227,831) |
|
- |
|
|
|
(184,772) |
|
1,899,503 |
|
|
|
|
|
|
|
|
|
Investments |
|
Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
|
|
Stocks |
|
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. |
|
|
Debtors |
|
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
|
|
Creditors |
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
|
|
Provisions |
|
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
|
|
Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
|
|
Leased assets |
|
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
|
|
Pensions |
|
Contributions to money purchased plans are expensed in the period to which they relate. |
|
|
2 |
Analysis of turnover |
2023 |
|
2022 |
£ |
£ |
|
|
Sale of goods |
14,720,484 |
|
12,511,373 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
UK |
12,689,567 |
|
11,272,628 |
|
Europe |
2,030,917 |
|
1,238,745 |
|
|
|
|
|
|
14,720,484 |
|
12,511,373 |
|
|
|
|
|
|
|
|
|
|
3 |
Operating profit |
2023 |
|
2022 |
£ |
£ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
162,472 |
|
129,870 |
|
Depreciation of assets held under finance leases and hire purchase contracts |
|
63,401 |
|
50,319 |
|
Research and development expenditure |
- |
|
417,904 |
|
Auditors' remuneration for audit services |
6,345 |
|
6,345 |
|
|
|
|
|
|
|
|
|
|
4 |
Directors' emoluments |
2023 |
|
2022 |
£ |
£ |
|
|
Emoluments |
122,500 |
|
120,000 |
|
Company contributions to money purchased pension plans |
220,000 |
|
260,000 |
|
|
|
|
|
|
342,500 |
|
380,000 |
|
|
|
|
|
|
|
|
|
|
|
Number of directors to whom retirement benefits accrued: |
2023 |
|
2022 |
Number |
Number |
|
|
Money purchased plans |
3 |
|
3 |
|
|
|
|
|
|
|
|
|
|
5 |
Staff costs |
2023 |
|
2022 |
£ |
£ |
|
|
Wages and salaries |
5,202,949 |
|
4,026,013 |
|
Social security costs |
354,257 |
|
319,829 |
|
Other pension costs |
286,038 |
|
318,360 |
|
|
|
|
|
|
5,843,244 |
|
4,664,202 |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
Number |
Number |
|
|
Administration |
13 |
|
15 |
|
Development |
7 |
|
7 |
|
Distribution |
6 |
|
1 |
|
Manufacturing |
163 |
|
170 |
|
Marketing |
3 |
|
3 |
|
|
|
|
|
|
192 |
|
196 |
|
|
|
|
|
|
|
|
|
|
6 |
Interest payable |
2023 |
|
2022 |
£ |
£ |
|
|
Bank loans and overdrafts |
110,322 |
|
1,077 |
|
Finance charges payable under finance leases and hire purchase contracts |
|
9,114 |
|
4,337 |
|
|
|
|
|
|
119,436 |
|
5,414 |
|
|
|
|
|
|
|
|
|
|
7 |
Taxation |
2023 |
|
2022 |
£ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Deferred tax: |
|
Origination and reversal of timing differences |
(1,946) |
|
70,140 |
|
|
|
|
|
|
|
|
|
|
|
Tax on (loss)/profit on ordinary activities |
(1,946) |
|
70,140 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2023 |
|
2022 |
£ |
£ |
|
Profit on ordinary activities before tax |
305,933 |
|
265,947 |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
20.50% |
|
19% |
|
£ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
62,716 |
|
50,530 |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
(62,716) |
|
(50,530) |
|
|
Current tax charge for period |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Factors that may affect future tax charges |
|
|
|
8 |
Tangible fixed assets |
|
|
Building improvments |
|
Plant and machinery |
|
Motor vehicle |
|
Total |
|
|
At cost |
|
At cost |
|
At cost |
£ |
£ |
£ |
£ |
|
Cost or valuation |
|
At 1 July 2022 |
606,684 |
|
3,605,094 |
|
312,232 |
|
4,524,010 |
|
Additions |
- |
|
170,567 |
|
129,048 |
|
299,615 |
|
Disposals |
- |
|
- |
|
(74,952) |
|
(74,952) |
|
At 30 June 2023 |
606,684 |
|
3,775,661 |
|
366,328 |
|
4,748,673 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 July 2022 |
606,683 |
|
2,673,946 |
|
62,533 |
|
3,343,162 |
|
Charge for the year |
- |
|
165,257 |
|
60,616 |
|
225,873 |
|
On disposals |
- |
|
- |
|
(7,617) |
|
(7,617) |
|
At 30 June 2023 |
606,683 |
|
2,839,203 |
|
115,532 |
|
3,561,418 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 30 June 2023 |
1 |
|
936,458 |
|
250,796 |
|
1,187,255 |
|
At 30 June 2022 |
1 |
|
931,148 |
|
249,699 |
|
1,180,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
£ |
£ |
|
Carrying value of plant and machinery included above held under finance leases and hire purchase contracts |
|
109,153 |
|
37,695 |
|
|
|
|
|
|
|
|
|
|
9 |
Stocks |
2023 |
|
2022 |
£ |
£ |
|
|
Raw materials and consumables |
717,213 |
|
763,949 |
|
Work in progress |
210,523 |
|
45,683 |
|
Finished goods and goods for resale |
62,784 |
|
2,160 |
|
|
|
|
|
|
990,520 |
|
811,792 |
|
|
|
|
|
|
|
|
|
|
10 |
Debtors |
2023 |
|
2022 |
£ |
£ |
|
|
Trade debtors |
1,692,938 |
|
1,133,058 |
|
Amounts owed by related undertakings |
|
2,633,316 |
|
1,352,441 |
|
Other debtors |
46,424 |
|
94,695 |
|
Prepayments and accrued income |
102,309 |
|
85,677 |
|
|
|
|
|
|
4,474,987 |
|
2,665,871 |
|
|
|
|
|
|
|
|
|
|
11 |
Investments held as current assets |
2023 |
|
2022 |
£ |
£ |
|
Fair value |
|
Listed investments |
2,027,359 |
|
2,839,023 |
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in fair value included in the profit and loss account for the financial year |
|
Listed investments |
(11,664) |
|
(133,893) |
|
|
|
|
|
|
(11,664) |
|
(133,893) |
|
|
|
|
|
|
|
|
|
|
|
12 |
Creditors: amounts falling due within one year |
2023 |
|
2022 |
£ |
£ |
|
|
Bank overdrafts |
227,831 |
|
- |
|
Bank loans |
385,607 |
|
143,940 |
|
Obligations under finance lease and hire purchase contracts |
122,685 |
|
86,750 |
|
Trade creditors |
914,382 |
|
1,467,676 |
|
Other taxes and social security costs |
73,993 |
|
76,673 |
|
Other creditors |
26,250 |
|
83,490 |
|
Accruals and deferred income |
6,345 |
|
6,345 |
|
|
|
|
|
|
1,757,093 |
|
1,864,874 |
|
|
|
|
|
|
|
|
|
|
13 |
Creditors: amounts falling due after one year |
2023 |
|
2022 |
£ |
£ |
|
|
Bank loans |
759,558 |
|
349,309 |
|
Obligations under finance lease and hire purchase contracts |
133,195 |
|
88,811 |
|
Corporation tax |
- |
|
- |
|
Other creditors |
213,631 |
|
- |
|
|
|
|
|
|
1,106,384 |
|
438,120 |
|
|
|
|
|
|
|
|
|
|
The Coronavirus business interruption loans are guaranteed by the |
|
UK Government. |
|
14 |
Obligations under finance leases and hire purchase |
2023 |
|
2022 |
|
contracts |
£ |
£ |
|
|
Amounts payable: |
|
Within one year |
122,685 |
|
86,750 |
|
Within two to five years |
133,195 |
|
88,811 |
|
|
|
|
|
|
255,880 |
|
175,561 |
|
|
|
|
|
|
|
|
|
|
The Finance lease and Hire purchase contracts are secured on the assets to which they relate |
|
Operating lease payments represent rentals payable by the company for the use of factory |
|
equipment and motor vehicles. Lease rentals are fixed for an average of up to 4 years |
|
15 |
Deferred taxation |
2023 |
|
2022 |
£ |
£ |
|
|
Accelerated capital allowances |
178,817 |
|
180,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
£ |
£ |
|
|
At 1 July |
180,763 |
|
110,623 |
|
(Credited)/charged to the profit and loss account |
(1,946) |
|
70,140 |
|
|
At 30 June |
178,817 |
|
180,763 |
|
|
|
|
|
|
|
|
|
|
|
16 |
Share capital |
Nominal |
|
2023 |
|
2023 |
|
2022 |
value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£1 each |
|
12,000 |
|
12,000 |
|
20,000 |
|
|
|
|
|
|
|
|
|
|
17 |
Capital redemption reserve |
2023 |
|
2022 |
£ |
£ |
|
|
Transfer to capital redemption reserve |
8,000 |
|
- |
|
|
At 30 June |
8,000 |
|
- |
|
|
|
|
|
|
|
|
|
|
18 |
Profit and loss account |
2023 |
|
2022 |
£ |
£ |
|
|
At 1 July |
6,893,280 |
|
6,697,473 |
|
Profit for the financial year |
307,879 |
|
195,807 |
|
Purchase of own shares |
(1,540,273) |
|
- |
|
|
At 30 June |
5,660,886 |
|
6,893,280 |
|
|
|
|
|
|
|
|
|
|
19 |
Related party transactions |
2023 |
|
2022 |
£ |
£ |
|
During the period the company entered into transactions with its |
|
related companies Zahra Limited and Rosedale Ventures Limited. |
|
In respect of Zahra Limited, the transactions includes equipment hire |
|
in the ordinary course of business and with Rosedale Ventures Ltd |
|
inter-company loans between the parties. |
|
Balances due to Dina Foods at the end of the financial year were |
|
|
|
Zahra Limited |
204,121 |
|
233,515 |
|
|
Rosedale Ventures Limited |
2,429,195 |
|
1,118,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,633,316 |
|
1,352,441 |
20 |
Presentation currency |
|
|
The financial statements are presented in Sterling. |
|
|
21 |
Legal form of entity and country of incorporation |
|
|
DINA FOODS LIMITED is a private company limited by shares and incorporated in England. |
|
|
22 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
24 Gorst Road |
|
Park Royal |
|
London |
|
NW10 6LE |