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Registered number: 13555394









M&E MILLS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
M&E MILLS LIMITED
 
 
COMPANY INFORMATION


Directors
E Mills 
M Mills 




Registered number
13555394



Registered office
250 Tottenham Court Road

London

W1T 7QZ




Independent auditors
Nyman Libson Paul LLP
Chartered Accountants

124 Finchley Road

London

NW3 5JS





 
M&E MILLS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
12
Consolidated Statement of Cash Flows
 
13
Consolidated Analysis of Net Debt
 
14
Notes to the Financial Statements
 
15 - 34


 
M&E MILLS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present the strategic report of M&E Mills Limited (“the Group”) for the year ended 31 December 2023.
On 31 August 2021, the Group acquired 100% of M&E Mills Holdings Ltd and its subsidiaries. The prior year comparative in the financial statements therefore refers to the first set of consolidated accounts, for the 16-month period to 31 December 2022. 
The consolidated financial statements of the Group have been prepared using acquisition accounting principles allowed under FRS 102. The carrying value of the assets and liabilities of the parties to the combination were adjusted to their fair value on consolidation. Any difference between the cost of the investment and the nominal value of the share capital acquired is recognised as goodwill.

Principal activities
 
The M&E Mills Group of companies operates as a manufacturer of natural plant-based food products, a digital wellness app; a plant-based restaurant in Central London; and the promotion of recipe books.
The company is the investment holding company of the Group and doesn’t trade on its account.

Business review and KPI analysis
 
2023 was another year of significant growth for our company. Our growth came from two sources: 1) the continued category leading performance of our core snacking lines; and 2) the launch of almost fifty new products under our new sister brand, Plants by Deliciously Ella. This brand was initially an exclusive partnership with a UK grocer but has since launched in a limited number of other retailers. 
We continued to make investments in our digital platforms with a brand new website, as well as adding additional features to our Apps. The Membership business was transferred across from another trading subsidiary, Deliciously Ella Ltd, in October 2023, resulting in a decrease in turnover in Deliciously Ella Ltd of 13.94% and a corresponding increase in The Mae Deli Ltd. The intangible assets associated with this were not transferred at year-end and instead the usage of them has been recognised through a management charge. 
At the start of December 2023, another subsidiary within the group, M&E Mills Manufacturing Ltd, bought the trade and assets of one of the Company’s key suppliers out of administration, along with a transfer of the employees under TUPE. This was fully funded with equity. It has negatively impacted the profit of the group in 2023 due to the factory being sub-scale. However, it will bring significant benefits in the longer term through cost of goods savings and tighter control over product quality and innovation. 
Our central London restaurant continued to act as an important brand home, although was loss making in 2023 principally due to high labour costs. 

Page 1

 
M&E MILLS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Financial risks
The company has shown through the shocks of Brexit, Covid, high inflation and supply chain dislocations, that the diversified activities of the group provide great resilience. We remain exposed to general consumer confidence fluctuations, but brand positioning has provided good insulation.
 
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss to the other party by failing to discharge an obligation. The company’s policies are aimed at minimising such losses and require that deferred terms are only granted to customers who demonstrate satisfactory creditworthiness. 
 
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group mitigates liquidity risk by carefully managing cash generation from its operations. At present, no working capital facilities are utilised.
 
Cash flow risk
Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability. The Group aims to manage cash flow risk by monitoring and reviewing working capital closely.
Currency risk
The Group has a relatively small level of foreign currency transactions, on both receipts and payments, and therefore has not yet adopted any forward currency contracts or hedging policies as the risk is deemed to be low.
Interest rate risk
The company has a loan that is linked to Bank of England interest rates. The company will look to minimise any risk through active cash flow management and by reviewing available financing options regularly.
Inflation risk
The company is exposed to inflation from prices charged by third-party suppliers and logistics providers, as well as wages and other overheads. The company will always review commercial agreements and renegotiate terms where necessary to mitigate the impacts of inflation.
Supply Chain risk
Brexit, COVID-19, and the war in Ukraine have provided the Group with a number of supply challenges; however, the ongoing focus on profitable growth, strong relationships with our partners, and a diversified portfolio has helped reduce the impact on performance.


This report was approved by the board on 1 August 2024 and signed on its behalf.



M Mills
Director

Page 2

 
M&E MILLS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

E Mills 
M Mills 

Results and dividends

The profit for the year, after taxation, amounted to £1,349,046 (2022 - £1,435,924).

Aggregated dividends of £652,752 (16-month period 2022: £777,721) were paid during the current and financial reporting period.
As of the date upon which this report was approved, the directors have not recommended payment of any further dividend in respect of the financial performance for the period ended 31 December 2023.

Future developments

We are committed to producing delicious, natural, plant-based food, and remain very confident about the long-term prospects of the business. We have a number of core product ranges in category-leading positions, with a huge amount of distribution growth still to pursue, both in the UK and internationally. With our internalised factory capabilities and our ability to innovate rapidly against a growing trend to eat more natural plant-based food, we’re in a strong position to grow our business. 

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 3

 
M&E MILLS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsNyman Libson Paul LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 1 August 2024 and signed on its behalf.
 





M Mills
Director

Page 4

 
M&E MILLS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS LIMITED
 

Opinion


We have audited the financial statements of M&E Mills Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 December 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 United Kingdom, including the Financial Reporting Council'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 or 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.


Page 5

 
M&E MILLS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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.


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 in relation to which 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 Directors' Responsibilities Statement set out on page 3, 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 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.


Page 6

 
M&E MILLS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS LIMITED (CONTINUED)


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 an Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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 focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with
management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.


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 Auditors' Report.


Page 7

 
M&E MILLS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS LIMITED (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Richard Paul (Senior Statutory Auditor)
for and on behalf of
Nyman Libson Paul LLP
Chartered Accountants
124 Finchley Road
London
NW3 5JS

1 August 2024
Page 8

 
M&E MILLS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

12-month year ended
31 December
16-month period ended
31 December
2023
2022
Note
£
£

  

Turnover
 4 
23,793,883
22,808,687

Cost of sales
  
(15,596,886)
(14,601,024)

Gross profit
  
8,196,997
8,207,663

Administrative expenses
  
(5,808,341)
(5,832,332)

Other operating income
 5 
37,726
-

Exceptional other operating charges
  
(223,697)
(126,457)

Operating profit
 6 
2,202,685
2,248,874

Interest receivable and similar income
 10 
4,380
-

Interest payable and similar expenses
 11 
(401,449)
(508,107)

Profit before tax
  
1,805,616
1,740,767

Tax on profit
 12 
(456,570)
(304,843)

Profit for the financial year
  
1,349,046
1,435,924

Other comprehensive income for the year
  

Foreign exchange loss
  
(9,491)
19,012

Total comprehensive income for the year
  
1,339,555
1,454,936

Profit for the year attributable to:
  

Owners of the parent company
  
(1,349,046)
(1,435,924)

The notes on pages 15 to 34 form part of these financial statements.

Page 9

 
M&E MILLS LIMITED
REGISTERED NUMBER: 13555394

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
2,739,532
2,799,575

Tangible assets
 16 
1,103,900
590,952

  
3,843,432
3,390,527

Current assets
  

Stocks
 18 
1,501,507
829,680

Debtors: amounts falling due after more than one year
 19 
30,000
30,000

Debtors: amounts falling due within one year
 19 
3,237,714
2,859,341

Cash at bank and in hand
 20 
894,468
1,103,269

  
5,663,689
4,822,290

Creditors: amounts falling due within one year
 21 
(5,186,145)
(3,429,437)

Net current assets
  
 
 
477,544
 
 
1,392,853

Total assets less current liabilities
  
4,320,976
4,783,380

Creditors: amounts falling due after more than one year
 22 
(2,523,662)
(3,787,067)

Provisions for liabilities
  

Deferred tax
 25 
(345,202)
(231,004)

Net assets
  
1,452,112
765,309


Capital and reserves
  

Called up share capital 
 26 
88,094
88,094

Foreign exchange reserve
 27 
9,521
19,012

Profit and loss account
 27 
1,354,497
658,203

  
1,452,112
765,309


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 August 2024.




M Mills
Director

The notes on pages 15 to 34 form part of these financial statements.

Page 10

 
M&E MILLS LIMITED
REGISTERED NUMBER: 13555394

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 17 
5,242,763
5,242,763

  
5,242,763
5,242,763

Current assets
  

Debtors: amounts falling due within one year
 19 
-
3,653

Cash at bank and in hand
 20 
41,425
50,938

  
41,425
54,591

Creditors: amounts falling due within one year
 21 
(1,985,280)
(1,436,910)

Net current liabilities
  
 
 
(1,943,855)
 
 
(1,382,319)

Creditors: amounts falling due after more than one year
 22 
(2,508,750)
(3,762,500)

Net assets
  
790,158
97,944


Capital and reserves
  

Called up share capital 
 26 
88,094
88,094

Profit and loss account brought forward
  
9,850
-

Profit for the year
  
1,344,966
787,571

Other changes in the profit and loss account

  

(652,752)
(777,721)

Profit and loss account carried forward
  
702,064
9,850

  
790,158
97,944


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 August 2024.


M Mills
Director

The notes on pages 15 to 34 form part of these financial statements.

Page 11

 
M&E MILLS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£



Profit for the period
-
-
1,435,924
1,435,924

Currency translations differences arising on consolidation
-
19,012
-
19,012

Dividends paid
-
-
(777,721)
(777,721)

Shares issued during the period
88,094
-
-
88,094



At 1 January 2023
88,094
19,012
658,203
765,309



Profit for the year
-
-
1,349,046
1,349,046

Currency translations differences arising on consolidation
-
(9,491)
-
(9,491)

Dividends paid
-
-
(652,752)
(652,752)


At 31 December 2023
88,094
9,521
1,354,497
1,452,112


The notes on pages 15 to 34 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
88,094
9,850
97,944



Profit for the year
-
1,344,966
1,344,966

Dividends: Equity capital
-
(652,752)
(652,752)


At 31 December 2023
88,094
702,064
790,158


The notes on pages 15 to 34 form part of these financial statements.

Page 12

 
M&E MILLS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
1,349,046
1,435,924

Adjustments for:

Amortisation of intangible assets
541,978
516,046

Depreciation of tangible assets
137,322
115,386

Loss on disposal of tangible assets
6,129
-

Interest paid
401,449
508,107

Interest received
(4,380)
-

(Increase) in stocks
(671,827)
(829,680)

(Increase) in debtors
(378,373)
(2,881,425)

Increase in creditors
1,108,865
4,133,512

Increase in net tax creditor
319,541
290,454

Non-cash movements on translation of foreign undertakings
(9,491)
-

Net cash generated from operating activities

2,800,259
3,288,324


Cash flows from investing activities

Purchase of intangible fixed assets
(486,690)
(515,923)

Purchase of tangible fixed assets
(651,644)
(238,844)

Purchase of fixed asset investments
-
(4,384,027)

Interest received
4,380
-

Net cash from investing activities

(1,133,954)
(5,138,794)

Cash flows from financing activities

New secured loans
-
4,239,567

Repayment of loans
(820,905)
-

Dividends paid
(652,752)
(777,721)

Interest paid
(401,449)
(508,107)

Net cash used in financing activities
(1,875,106)
2,953,739

Net (decrease)/increase in cash and cash equivalents
(208,801)
1,103,269

Cash and cash equivalents at beginning of year
1,103,269
-

Cash and cash equivalents at the end of year
894,468
1,103,269


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
894,468
1,103,269


Page 13

 
M&E MILLS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

1,103,269

(208,801)

894,468

Debt due after 1 year

(3,344,567)

820,905

(2,523,662)

Debt due within 1 year

(895,000)

-

(895,000)


(3,136,298)
612,104
(2,524,194)

The notes on pages 15 to 34 form part of these financial statements.

Page 14

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

M&E Mills Ltd ('the company') is a private company limited by shares, incorporated under the UK Companies Act 2006 and domiciled in England.
The address of the company's registered office and principal place of business is 250 Tottenham Court Road, London, W1T 7QZ.
The nature of the company's operations and its principal activities are set out in the strategic report on pages 1 and 2 of these financial statements.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated figures in the prior year represent the trading position of the group post-acquisition and cover 16 month period from 31 August 2021 to 31 December 2022.

Page 15

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

The company's functional and presentational currency is GBP.
Foreign currencies are translated into functional (and presentational) currency using the exchange rates prevailing at the date of the respective transaction or valuation where items are remeasured.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account as part of the total comprehensive
income.
Changes in the fair value of forward foreign exchange contracts that economically hedge monetary assets and liabilities in foreign currencies, and for which no hedge accounting is applied, are recognised in profit or loss with the change in fair value of the forward foreign exchange contract recognised as a fair value movement within operating profit or loss and foreign exchange gains or losses relating to monetary items recognised within administrative expenditure.
On consolidation, the results of overseas operations are translated into GBP at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at an opening rate and the results of overseas operations at the actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
The group generates substantially all its revenue from subscriptions is recognised on a rateable basis over the contractual subscription term of the arrangement beginning on the date that service is made available to the customer. Invoices raised in advance of services being rendered are recorded as deferred income. Revenue from subscription services comprises subscription fees from customers. Subscription service arrangements are generally non-cancellable and do not provide refunds to customers in the event of cancellations or any other right of return.
Commissions payable relating to subscription revenue are accounted for on the same basis as above.
 
Page 16

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.4
Revenue (continued)


Revenue from book publication contracts is recognised when contract payments become due based on the completion of a significant act stipulated in the contract.
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.
Turnover from the sale of food and beverages is recognised at the fair value of the consideration received or receivable.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial, and financial feasibility can be demonstrated.
The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 17

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

Intangible assets

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
 
Page 18

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Intangible assets (continued)


All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Software - 3 to 5 years
Development costs - 5 years

 
2.13

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis:.


Long-term leasehold property
-
10% - 20% Straight line
Plant and machinery
-
20% Straight Line
Fixtures and fittings
-
20% Straight Line
Computer equipment
-
20% Straight Line

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 profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.
Holdings in unlisted company shares of subsidiary undertakings
Such holdings are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at cost less provision for impairment at the reporting date.

Page 19

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

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.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.18

Creditors

Short-term creditors are measured at the 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.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

Financial instruments

The group only enters into basic financial instrument 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 investments in 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 debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other
Page 20

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)

consideration expected to be paid or received.
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 Consolidated Statement of Comprehensive Income.

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgments
The Group did not make any significant judgements (apart from those involving estimations which are detailed below) that have a significant effect on the amounts recognised in the financial statements.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
The management makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.
The annual depreciation charge for the tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
There were no other key sources of estimation uncertainty.

Page 21

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£

Sales
23,793,883
22,808,687


Analysis of turnover by country of destination:

12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£

United Kingdom
20,024,053
19,074,607

Rest of the world
3,769,830
3,734,080

23,793,883
22,808,687



5.


Other operating income

12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£

Other income
37,726
-


Page 22

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating profit

The operating profit is stated after charging:

12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£

Amortisation of goodwill and other intangible fixed assets
541,978
516,046

Exchange differences
73,198
21,694

Other operating lease rentals
198,669
227,511

Depreciation of tangible fixed assets
137,322
115,386


7.


Auditors' remuneration

During the year, the Group obtained the following services from the company's auditors:


12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements
62,500
59,700


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
2,720,012
2,688,677

Social security costs
244,456
215,981

Cost of defined contribution scheme
90,264
55,954

3,054,732
2,960,612


The average monthly number of employees, including the directors, during the year was as follows:


Page 23

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.Employees (continued)

12-month year ended
     31 December
16-month period ended
      31 December
        2023
        2022
            No.
            No.







Staff
83
52

The company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)

9.


Directors' remuneration

12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£

Directors' emoluments
11,942
22,117

Group contributions to defined contribution pension schemes
11,400
10,774

23,342
32,891



10.


Interest receivable

12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£


Other interest receivable
4,380
-

Page 24

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Interest payable and similar expenses

12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£


Bank interest payable
401,449
508,107


12.


Taxation


12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£

Corporation tax


Current tax on profits for the period
373,884
303,893

Adjustments in respect of previous periods
(31,512)
-


Total current tax
342,372
303,893

Deferred tax


Origination and reversal of timing differences
114,198
950


Taxation on profit on ordinary activities
456,570
304,843
Page 25

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£


Profit on ordinary activities before tax
1,805,616
1,740,767


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
424,320
330,746

Effects of:


Non-tax deductible amortisation of goodwill
52,382
53,531

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
6,163
4,537

Capital allowances for year/period in excess of depreciation
(2,955)
(52,668)

Other tax adjustment
(31,512)
28,478

Other timing differences leading to an increase (decrease) in taxation
(2,603)
(70,492)

Changes in provisions leading to an increase (decrease) in the tax charge
11,563
(9,547)

Unrelieved loss on foreign subsidiaries
(788)
20,258

Total tax charge for the year/period
456,570
304,843


Factors that may affect future tax charges




13.


Dividends

2023
2022
£
£


Dividends paid
652,752
777,721

Page 26

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Exceptional items

12-month year ended
31 December
16-month period ended
31 December
2023
2022
£
£


Discontinued stock write-off
137,745
126,457

Factory acquisition costs
85,952
-

223,697
126,457

Exceptional items of £137,745 (16-month period 2022: £126,457) relate to a rebrand and a product line that has been discontinued and associated costs written off in the profit and loss accounts.
Exceptional items of £85,952 relate to the acquisition of the trade and assets of a factory business during the year, including professional fees and the settlement of historic unpaid supplier invoices.


15.


Intangible assets

Group and Company




Development expenditure
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 January 2023
1,031,252
70,809
2,229,021
3,331,082


Additions
486,690
-
-
486,690


Disposals
(5,172)
(13,613)
-
(18,785)



At 31 December 2023

1,512,770
57,196
2,229,021
3,798,987



Amortisation


At 1 January 2023
220,320
13,985
297,202
531,507


Charge for the year on owned assets
308,238
10,838
222,902
541,978


On disposals
(4,451)
(9,579)
-
(14,030)



At 31 December 2023

524,107
15,244
520,104
1,059,455



Net book value



At 31 December 2023
988,663
41,952
1,708,917
2,739,532


Page 27

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           15.Intangible assets (continued)


Company
The company held no intangible assets during the period.


16.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
405,134
152,822
77,796
70,586
706,338


Additions
-
548,607
61,858
41,179
651,644


Disposals
-
-
(1,544)
(7)
(1,551)



At 31 December 2023

405,134
701,429
138,110
111,758
1,356,431



Depreciation


At 1 January 2023
52,666
34,258
13,100
15,362
115,386


Charge for the year on owned assets
43,847
52,514
20,458
20,503
137,322


Disposals
-
-
(174)
(3)
(177)



At 31 December 2023

96,513
86,772
33,384
35,862
252,531



Net book value



At 31 December 2023
308,621
614,657
104,726
75,896
1,103,900

Company
The company held no tangible fixed assets during the year..

Page 28

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
5,242,763



At 31 December 2023
5,242,763





Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

M&E Mills Holdings Ltd
250 Tottenham Court Road, London, W1T 7QZ
Ordinary
100%
M&E MIlls Manufacturing Ltd
250 Tottenham Court Road, London, W1T 7QZ
Ordinary
100%
Deliciously Ella Ltd
250 Tottenham Court Road, London, W1T 7QZ
Ordinary
100%
The MAE Deli Ltd
250 Tottenham Court Road, London, W1T 7QZ
Ordinary
100%
The MAE Deli Foods Ltd
250 Tottenham Court Road, London, W1T 7QZ
Ordinary
100%
Deliciously Ella Inc*
1209 Orange Street, Wilmington, Delaware 19801
Ordinary
100%
Deliciously Ireland Ltd**
Block 3, Harcourt Centre, Harcourt Road, Dublin, D02 A339
Ordinary
100%

* Incorporated under Section 108 of the Delaware General Corporation Law.
** Incorporated under Part 2 of the Companies Act 2014.
Note that M&E Mills Holdings Ltd is held directly, whilst the remaining companies are held indirectly.


18.


Stocks

2023
2022
£
£

Raw materials and consumables
48,676
-

Goods for resale
1,452,831
829,680

1,501,507
829,680


Page 29

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Other debtors
30,000
30,000
-
-


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
2,362,114
2,062,114
-
-

Other debtors
391,353
458,575
-
3,653

Prepayments and accrued income
484,247
338,652
-
-

3,237,714
2,859,341
-
3,653



20.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
894,468
1,103,269
41,425
50,938



21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
895,000
452,500
885,000
442,500

Trade creditors
2,196,738
1,562,108
3,000
2,516

Amounts owed to group undertakings
-
-
1,065,295
964,462

Corporation tax
218,782
13,439
-
-

Other taxation and social security
180,581
147,032
-
-

Other creditors
147,679
289,304
-
-

Accruals and deferred income
1,547,365
965,054
31,985
27,432

5,186,145
3,429,437
1,985,280
1,436,910


Page 30

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
2,523,662
3,787,067
2,508,750
3,762,500


Details of security provided to OakNorth Bank Plc:
(a) a debenture by which each of the Borrower, M&E Mills Holdings Ltd, Deliciously Ella Ltd., The Mae Deli Limited and The Mae Deli Foods Limited will grant fixed and floating charges over the whole of its property, assets and undertaking to secure its obligations;
(b) a share charge from each of the shareholders over the entire issued share capital;
(c) a US stock pledge from M&E Mills Holdings Ltd over the entire issued share capital of Deliciously Ella US Inc.; and
(d) such other security as the Agent shall require from time to time to secure all monies, obligations and liabilities owing or incurred by the Obligors to the Finance Parties.


23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
895,000
452,500
885,000
442,500

Amounts falling due 1-2 years

Bank loans
885,000
885,000
885,000
885,000

Amounts falling due 2-5 years

Bank loans
1,638,662
2,902,067
1,623,750
2,877,500


3,418,662
4,239,567
3,393,750
4,205,000



24.


Financial instruments

The company and the Group held no financial instruments during the current financial reporting period that would be considered reportable under sections 1.12, 11 or 12 of Financial Reporting Standard 102 and paragraph 36 of schedule 1 to the Companies Act 2006.

Page 31

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(231,004)
-


Credit to profit or loss
(114,198)
(950)


Arising on business combinations
-
(230,054)



At end of period
(345,202)
(231,004)

Company


2023
2022



At end of year
-
-
The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(345,202)
(231,004)


26.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



8,809,378 (2022 - 8,809,378) Ordinary shares shares of £0.01 each
88,094
88,094


Page 32

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Reserves

Foreign exchange reserve

The foreign exchange reserve relates solely in respect of the group and comprises of movements on foreign exchange arising from the translation of the financial statements of the group's foreign subsidiaries into pounds sterling (£).

Profit and loss account

The profit and loss account include all current period retained profits and (losses) net of amounts distributed to the company's equity shareholders and inclusive of, where applicable movements on noncontrolling interests.
Detailed movements for the company and its consolidated group in respect of the aforementioned reserves for the current financial reporting periods are reported in the company and consolidated statements of changes in equity respectively.


28.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £90,264 (16-month period 2022: £55,954). Contributions totalling £36,663 (16-month period 2022: £13,719) were payable to the fund at the reporting date and are included in creditors.


29.


Commitments under operating leases

At 31 December 2023 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
196,425
165,785

Later than 1 year and not later than 5 years
359,387
561,100

555,812
726,885

30.


Related party transactions

The company has taken advantage of the exemptions provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions undertaken or balances carried forward as at the balance sheet date between the company and its group undertakings as said transactions and balances have been eliminated in full on consolidation. Outstanding aggregated balances between the company and its group undertakings as of the reporting date are disclosed within note 19  of the financial statements.

Page 33

 
M&E MILLS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

31.


Controlling party

The directors of the company hold joint shareholdings that give them control over both the company and the group.

 
Page 34