Company Registration No. 03801487 (England and Wales)
PQF HOLDINGS LIMITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PQF HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr J Payne
Mr C Danby
Secretary
Ms N Rutherford
Company number
03801487
Registered office
Copthorne House
The Broadway
Abergele
Conwy
LL22 7DD
Auditor
Bache Brown & Co Limited
Swinford House
Albion Street
Brierley Hill
West Midlands
DY5 3EE
Business address
Copthorne House
The Broadway
Abergele
Conwy
LL22 7DD
Bankers
Barclays Bank PLC
313 High Street
West Bromwich
West Midlands
B70 8LP
PQF HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Income statement
7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 25
PQF HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the year ended 31 March 2024.

Review of the business

The group turnover for the year is £2,973,930 which is a 17.86% decrease on the previous year. The gross profit margin has increased to 6.4%.

 

The group have reported a profit before tax of £71,605 in comparison to the previous year where they made a loss before tax £2,119.

 

The subsidiary company ceased trade on the 31st of January 2024, further details can be found in the directors report.

 

Principal risks and uncertainties

Prior to the cessation of the trade in the subsidiary company, the main risk to the business was a further reduction in turnover and possible price increases from suppliers. Due to the nature of the company's customer base, price increases may not be able to be passed on to the end user, which in turn may reduce gross profit margins. A further risk to the business was increased competition in the food retail sector, in particular competition between the lower end supermarkets. Prior to the cessation of trade the main supplier also reduced credit terms which put pressure on working capital requirements, since this point the main risk to the holding company is the recoverability of investments.

 

 

 

Development and performance

The shareholders funds at the balance sheet date amounted to £529,910.

 

Other information and explanations

The Key Performance Indicators we monitor on a weekly basis include sales and gross profit margins. Labour costs and net profits are reviewed on a monthly basis.

On behalf of the board

Mr J Payne
Director
19 July 2024
PQF HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

During the year the main principal activity of the group was that of brokers to the food industry, however, the subsidiary company ceased trade on 31 January 2024, having failed to find a buyer for the company.  Due to the age of the Directors, it was an extremely difficult decision but, unfortunately, they had to make their staff redundant.

 

The main purpose of the holding company continues to be that of an investment company.

 

 

Results and dividends

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

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

Mr J Payne
Mr C Danby
Auditor

Bache Brown & Co limited will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

PQF HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr J Payne
Director
19 July 2024
PQF HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PQF HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of PQF Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 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 our audit:

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

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

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

Approach to assessing the risks of misstatement due to irregularities,including fraud

We assessed the risk of material misstatement in respect of fraud by meeting with management to understand where it considered there was susceptibility to fraud.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant reporting frameworks which are likely to affect the company include FRS102 , the Companies Act 2006 and the relevant tax laws. In addition we determined that there were no significant laws and regulations which have a direct effect on the amounts and disclosures in the financial statements.

Audit response to risks identified

We considered the risk of fraud through management override of controls. We also considered how management bias may impact upon performance targets.

In response we performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness,evaluating the business rationale of any significant transactions outside the normal course of business,reviewing accounting estimates for management bias.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved enquires with management around actual and potential claims. Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

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

PQF HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PQF HOLDINGS LIMITED
- 6 -
Ian Richard Baker (Senior Statutory Auditor)
For and on behalf of Bache Brown & Co Limited
19 July 2024
Chartered Certified Accountants
Statutory Auditor
Swinford House
Albion Street
Brierley Hill
West Midlands
DY5 3EE
PQF HOLDINGS LIMITED
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
2024
2023
Notes
£
£
Turnover
2,973,930
3,620,564
Cost of sales
(2,783,654)
(3,447,173)
Gross profit
190,276
173,391
Administrative expenses
(132,992)
(189,121)
Operating profit/(loss)
3
57,284
(15,730)
Interest receivable and similar income
6
24,321
23,611
Interest payable and similar expenses
7
(10,000)
(10,000)
Profit/(loss) before taxation
71,605
(2,119)
Tax on profit/(loss)
8
(3,542)
2,017
Profit/(loss) for the financial year
68,063
(102)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.

The income statement has been prepared on the basis that all operations are continuing operations.

PQF HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2024
2023
£
£
Profit/(loss) for the year
68,063
(102)
Other comprehensive income
-
-
Total comprehensive income for the year
68,063
(102)
Total comprehensive income for the year is all attributable to the owners of the parent company.
PQF HOLDINGS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
11
540,000
80,000
Current assets
Stocks
13
-
26,311
Debtors
14
3,455
403,163
Cash at bank and in hand
122,022
333,663
125,477
763,137
Creditors: amounts falling due within one year
15
(35,567)
(281,290)
Net current assets
89,910
481,847
Total assets less current liabilities
629,910
561,847
Creditors: amounts falling due after more than one year
16
(100,000)
(100,000)
Net assets
529,910
461,847
Capital and reserves
Called up share capital
19
50,000
50,000
Capital redemption reserve
20
100,000
100,000
Profit and loss reserves
379,910
311,847
Total equity
529,910
461,847
The financial statements were approved by the board of directors and authorised for issue on 19 July 2024 and are signed on its behalf by:
19 July 2024
Mr J Payne
Director
Company registration number 03801487 (England and Wales)
PQF HOLDINGS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
11
682,172
566,523
Current assets
Debtors
14
1,911
1,818
Cash at bank and in hand
8,122
4,161
10,033
5,979
Creditors: amounts falling due within one year
15
(62,295)
(287,449)
Net current liabilities
(52,262)
(281,470)
Total assets less current liabilities
629,910
285,053
Creditors: amounts falling due after more than one year
16
(100,000)
(100,000)
Net assets
529,910
185,053
Capital and reserves
Called up share capital
19
50,000
50,000
Capital redemption reserve
20
100,000
100,000
Profit and loss reserves
379,910
35,053
Total equity
529,910
185,053

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £25,957 (2023 - £7,638 loss).

The financial statements were approved by the board of directors and authorised for issue on 19 July 2024 and are signed on its behalf by:
19 July 2024
Mr J Payne
Director
Company registration number 03801487 (England and Wales)
PQF HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2022
100,000
50,000
636,949
786,949
Year ended 31 March 2023:
Loss and total comprehensive income
-
-
(102)
(102)
Redemption of shares
19
(50,000)
-
-
(50,000)
Other movements
-
50,000
(325,000)
(275,000)
Balance at 31 March 2023
50,000
100,000
311,847
461,847
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
68,063
68,063
Balance at 31 March 2024
50,000
100,000
379,910
529,910
PQF HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2022
100,000
50,000
352,517
502,517
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
-
7,536
7,536
Redemption of shares
19
(50,000)
-
-
(50,000)
Other movements
-
50,000
(325,000)
(275,000)
Balance at 31 March 2023
50,000
100,000
35,053
185,053
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
344,857
344,857
Balance at 31 March 2024
50,000
100,000
379,910
529,910
PQF HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
23
206,861
(44,054)
Interest paid
(10,000)
(10,000)
Income taxes refunded/(paid)
2,017
(2,249)
Net cash inflow/(outflow) from operating activities
198,878
(56,303)
Investing activities
Proceeds on disposal of intangibles
25,000
-
Proceeds on disposal of tangible fixed assets
160
-
Decrease/(increase) in other investments and loans
(460,000)
189,445
Interest received
24,321
23,611
Net cash (used in)/generated from investing activities
(410,519)
213,056
Financing activities
Redemption of shares
-
(325,000)
Net cash used in financing activities
-
(325,000)
Net decrease in cash and cash equivalents
(211,641)
(168,247)
Cash and cash equivalents at beginning of year
333,663
501,910
Cash and cash equivalents at end of year
122,022
333,663
PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
1
Accounting policies
Company information

PQF Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Copthorne House, The Broadway, Abergele, Conwy, LL22 7DD.

 

The group consists of PQF Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company PQF Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Prima Quality Foods Limited has been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of Prima Quality Foods Limited for the Year ended 31 March 2022 from the date of its acquisition. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.

 

PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
1.4
Going concern

At the time of approving the financial statements, the directors do not deem the subsidiary to be a going concern due to the cessation of trade, however, at the time of approving the financial statements, the directors have a reasonable expectation that the holding company has 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.

1.5
Turnover

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

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

 

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures, fittings & equipment
25% reducing balance / 25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.8
Fixed asset investments

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

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

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

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

3
Operating profit/(loss)
2024
2023
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Profit on disposal of tangible fixed assets
(160)
-
Profit on disposal of intangible assets
(25,000)
-
Operating lease charges
4,518
2,950
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and subsidiaries
5,385
5,385
PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
4
Auditor's remuneration
(Continued)
- 19 -
For other services
Taxation compliance services
1,750
1,950
5
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Office and management
1
1
-
-
Sales and distribution
1
1
-
-
Total
2
2
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
43,396
61,162
-
0
-
0
Social security costs
(75)
2,001
-
-
Pension costs
3,151
3,824
-
0
-
0
46,472
66,987
-
0
-
0
6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
5,906
1,692
Other interest income
18,415
21,919
Total income
24,321
23,611
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
5,906
1,692
PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
7
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
10,000
10,000
8
Taxation
2024
2023
£
£
UK corporation tax on profits for the current period
3,542
(2,017)

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

2024
2023
£
£
(Loss)/Profit before taxation
71,605
(2,119)
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
13,605
(403)
Tax effect of expenses that are not deductible in determining taxable profit
-
0
310
Tax effect of utilisation of tax losses not previously recognised
(6,512)
(598)
Permanent capital allowances in excess of depreciation
(3,521)
(1,326)
Loss on sale of assets not qualifiying for tax purposes
(30)
-
0
Tax expense for the year
3,542
(2,017)
9
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 April 2023
369,064
Revaluation
(344,351)
At 31 March 2024
24,713
Amortisation and impairment
At 1 April 2023
369,064
Eliminated on revaluation
(344,351)
At 31 March 2024
24,713
PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Intangible fixed assets
(Continued)
- 21 -
Carrying amount
At 31 March 2024
-
0
At 31 March 2023
-
0
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.
10
Tangible fixed assets
Group
Fixtures, fittings & equipment
£
Cost
At 1 April 2023 and 31 March 2024
40,041
Depreciation and impairment
At 1 April 2023 and 31 March 2024
40,041
Carrying amount
At 31 March 2024
-
0
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.
11
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
142,172
486,523
Loans
540,000
80,000
540,000
80,000
540,000
80,000
682,172
566,523
PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Fixed asset investments
(Continued)
- 22 -
Movements in fixed asset investments
Group
Loans
£
Cost or valuation
At 1 April 2023
80,000
Additions
540,000
Disposals
(80,000)
At 31 March 2024
540,000
Carrying amount
At 31 March 2024
540,000
At 31 March 2023
80,000
Movements in fixed asset investments
Company
Shares in subsidiaries
Loans
Total
£
£
£
Cost or valuation
At 1 April 2023
486,523
80,000
566,523
Additions
-
540,000
540,000
Disposals
-
(80,000)
(80,000)
At 31 March 2024
486,523
540,000
1,026,523
Impairment
At 1 April 2023
-
-
-
Impairment losses
344,351
-
344,351
At 31 March 2024
344,351
-
344,351
Carrying amount
At 31 March 2024
142,172
540,000
682,172
At 31 March 2023
486,523
80,000
566,523
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking and country of
Nature of business
Class of
% Held
incorporation or residency
shareholding
Direct
Indirect
Prima Quality Foods Limited
England
Food brokers
Ordinary
100.00
PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
13
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
-
0
26,311
-
0
-
0
14
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
-
0
387,315
-
0
-
0
Corporation tax recoverable
-
0
2,017
-
0
-
0
Other debtors
3,455
1,913
1,911
1,818
Prepayments and accrued income
-
0
11,918
-
0
-
0
3,455
403,163
1,911
1,818
15
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
11,705
223,461
3,750
1,797
Amounts owed to group undertakings
-
0
-
0
38,225
245,240
Corporation tax payable
3,542
-
0
-
0
-
0
Other taxation and social security
-
1,553
-
-
Other creditors
320
5,192
320
372
Accruals and deferred income
20,000
51,084
20,000
40,040
35,567
281,290
62,295
287,449
16
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Debenture loans
17
100,000
100,000
100,000
100,000
PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
17
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Debenture loans
100,000
100,000
100,000
100,000
Payable after one year
100,000
100,000
100,000
100,000

The debenture loan is secured by fixed and floating charges over the assets of the company.

Interest is payable on the debenture loan at 10% per annum and the loan has no fixed repayment terms.

 

18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
3,151
3,824

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

19
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100,000
100,000
50,000
50,000
20
Capital redemption reserve

On the 12 July 2022, the company carried out a purchase of own shares in relation to 50,000 ordinary shares of £1 each in the capital of the company.

 

22
Directors' transactions

During the year, the group was charged £57,000 by Copthorne, a business controlled by J Payne with regard to management and professional services rendered. £100 by Rosegate Consultancy, a business controlled by C B K Danby and £3,000 by Rutherford Enterprises, a business controlled by N Rutherford, with regard to management and professional services rendered.

 

Included in trade creditors were amounts due to Copthorne of £3,000 and £750 to Rutherford Enterprises.

PQF HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 25 -
23
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Profit/(loss) for the year after tax
68,063
(102)
Adjustments for:
Taxation charged/(credited)
3,542
(2,017)
Finance costs
10,000
10,000
Investment income
(24,321)
(23,611)
Gain on disposal of tangible fixed assets
(160)
-
Gain on disposal of intangible assets
(25,000)
-
Movements in working capital:
Decrease/(increase) in stocks
26,311
(26,311)
Decrease in debtors
397,691
63,837
Decrease in creditors
(249,265)
(65,850)
Cash generated from/(absorbed by) operations
206,861
(44,054)
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