Manifesto Foods Ltd
Registered number: 09820142
Annual Report
For the period ended 25 November 2023
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MANIFESTO FOODS LTD
COMPANY INFORMATION
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W Godfrey (appointed 31 May 2024)
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T Wood (appointed 31 May 2024)
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Chartered Accountants & Statutory Auditor
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MANIFESTO FOODS LTD
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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MANIFESTO FOODS LTD
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 25 NOVEMBER 2023
The Directors present their Strategic Report for the 52 weeks ended 25 November 2023.
Manifesto Foods Ltd is the parent company of A. K. Stoddart Limited and Manifesto Foods (Properties) Limited (the 'Group’).
The principal activity of the Company is that of a holding company.
The principal activity of A. K. Stoddart Limited is meat processing. The principal activity of Manifesto Foods (Properties) Limited is acting as landlord to A. K. Stoddart Limited in respect of properties occupied by the business.
Operating loss for the period amounted to £94,908 (2022 – operating profit of £1,396,171).
Central to both our commercial and operational success is the ongoing expansion of a bespoke customer offering, built on a foundation of innovation and consistent quality. This strategy has progressively shifted our sales ledger away from the price-sensitive commodity market, fostering long-term partnerships with our customers.
The business has now established a strong reputation across all markets for its unwavering commitment to quality and consistency. By working exclusively with each customer, we have continued to strengthen these partner relationships, ensuring mutual benefits.
Throughout the period, the UK cattle market experienced tighter supply conditions, leading to a significant increase in dead weight prices compared to the previous year. Nevertheless, the Group secured new long-term supply agreements with key farming partners, ensuring a consistent and reliable cattle supply.
In the second half of the year, consumer demand began to weaken due to the economic downturn, resulting in selling prices that were lower than expected given the increased cattle costs.
Export sales remain a crucial component of our trading strategy, with the Group building on the previous year’s export growth. While European customers continue to be our primary market, the Far East remains a key region for specific products. Export sales have consistently delivered better returns than the UK market and have enabled the Group to diversify its customer base globally, thereby reducing risk.
The UK labour market continues to present challenges in recruiting new staff, leading the company to source additional skilled butchers from the Philippines. During this period, the business achieved sponsor status, allowing us full control over our recruitment process. All new staff from the Philippines are now fully integrated into the business and are under long-term contracts exclusively with the Group.
Throughout the period, the Group faced substantial inflationary pressures on general overheads, including wages. Given the broader economic downturn, these second-wave cost increases have taken longer to reflect in our selling prices. However, as of this writing, most of our key customers have accepted the necessary price adjustments.
Looking ahead, we anticipate further inflationary pressures, particularly in labour, in the coming year. Over the past trading year, the Group has focused heavily on managing and recovering overhead increases, making this our immediate priority. Consequently, less emphasis has been placed on developing new sales ledgers. Despite this, the Group has successfully secured significant new commercial opportunities with several key customers.
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MANIFESTO FOODS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 NOVEMBER 2023
Business review (continued)
The Board is pleased with the focus on overhead recovery and is grateful for the on-going support from our key customers during this challenging trading period.
The Group undertook professional valuations of its heritable properties during the year, with the open market valuations being deemed to be £3.4m. The Group has elected not to reflect these properties at the higher revalued amounts in the financial statements and to maintain using the cost model method of valuation. Ignoring the impact of deferred tax, reflecting the valuations in the financial statements would lead to a total comprehensive group profit of £1.4m.
We are also pleased to confirm that, since the reporting date, Browns Food Group Limited has made a significant investment in the Company, acquiring a majority shareholding. As part of this transition, two directors, Wayne Godfrey and Thomas Wood, have been appointed as non-executive directors. The investment and the newly formed Board will further strengthen the company and create exciting opportunities for growth, exploitation of synergies and investment in the future.
Principal risks and uncertainties
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The Directors have assessed that the main risks facing the business are animal disease, which they consider to be out of their control, and continuing pressure on margins due to the highly competitive nature of the sector and continued supply of cattle. The Directors believe that the latter risk is mitigated by the strong relationships which exist with both customers and suppliers and continued diversification into new markets.
Financial risk management objectives and policies
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The Group finances its operations through a mixture of retained profits and where necessary to fund expansion or capital expenditure programmes through bank borrowings and hire purchase.
Management's objectives are to:
∙Retain sufficient liquid funds to enable the Group to meet its day to day obligations as they fall due whilst maximising returns on surplus funds;
∙Minimise the Groups exposure to fluctuating interest rates when seeking new borrowings; and
∙Match the repayment schedule of any external borrowings or overdrafts with the expected future cash flows expected to arise from the Group's trading activities.
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MANIFESTO FOODS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 NOVEMBER 2023
Financial key performance indicators
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The Directors monitor and assess on a regular basis the key performance indicators of the business. The following KPI’s are monitored closely:
∙The Group monitors turnover and cash flow related performance indicators including cash headroom and interest cover, in line with the funding requirements of the business.
∙The Group monitors operational performance and efficiency through a number of specific indicators and measures, which are regularly assessed.
∙Raw material costs and pricing to customers is regularly reviewed to ensure gross margins are understood
and controlled.
∙The Group continuously reviews and monitors technical performance to ensure all factories operate at the highest level of competence and operational integrity at all times.
∙The Group places great emphasis on the importance of health and safety within the business and regularly reviews KPI’s to ensure the best possible environment for its employees and all legal requirements and processes are adhered to.
∙The Group monitors its commercial KPI’s as part of its continued commitment to ensure all customers are provided with the best possible level of service and account management.
This report was approved by the board and signed on its behalf.
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MANIFESTO FOODS LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 25 NOVEMBER 2023
The Directors present their report and the financial statements for the period ended 25 November 2023.
Directors' responsibilities statement
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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 judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙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 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £534,325 (2022 - profit £979,601).
The Directors do not recommend payment of a dividend.
The Directors who served during the period were:
The Board remains focused on ongoing development of its people processes and best practice, ensuring the highest levels of corporate governance are established and the adoption of the Group's core values and good operating practice are implemented, as determined by its Board of Directors.
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MANIFESTO FOODS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 NOVEMBER 2023
Matters covered in the Group Strategic Report
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As permitted by Section 414C(11) of the Companies Act 2006, the Directors have elected to disclose information required to be in the Directors' Report by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 in the Group Strategic Report instead. The business review, principal risks and financial key performance indicators are included within the Group Strategic Report on pages 1 and 2.
Disclosure of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Directors are aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the Directors have 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 auditor is aware of that information.
Economic impact of global events
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UK businesses have faced continued uncertainties in recent years, such as the consequences of Brexit, COVID-19, environmental sustainability and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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MANIFESTO FOODS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MANIFESTO FOODS LTD
Opinion
We have audited the financial statements of Manifesto Foods Ltd (the 'Parent Company’) and its subsidiaries (the 'Group') for the period ended 25 November 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated 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:
∙give a true and fair view of the state of the Group's and the Parent Company’s affairs as at 25 November 2023 and of the Group's loss for the period 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the 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 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.
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MANIFESTO FOODS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MANIFESTO FOODS LTD
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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 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 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.
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MANIFESTO FOODS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MANIFESTO FOODS LTD
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 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 intend either to liquidate the Group or 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.
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.
Based on our understanding of the Group and the Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, food safety standards and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
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MANIFESTO FOODS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MANIFESTO FOODS LTD
In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the occurrence assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's 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.
Anna Marshall (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
Capital Square
58 Morrison Street
Edinburgh
EH3 8BP
30 August 2024
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MANIFESTO FOODS LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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52 weeks
ended 25
November
2023
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52 weeks
ended 26
November
2022
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Interest receivable and similar income
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Interest payable and similar expenses
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(Loss)/profit before taxation
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(Loss)/profit for the financial period
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There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2023 (2022 - £Nil).
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The notes on pages 19 to 37 form part of these financial statements.
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MANIFESTO FOODS LTD
REGISTERED NUMBER: 09820142
CONSOLIDATED BALANCE SHEET
AS AT 25 NOVEMBER 2023
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital redemption reserve
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Equity attributable to owners of the parent company
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MANIFESTO FOODS LTD
REGISTERED NUMBER: 09820142
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 25 NOVEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 37 form part of these financial statements.
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MANIFESTO FOODS LTD
REGISTERED NUMBER: 09820142
COMPANY BALANCE SHEET
AS AT 25 NOVEMBER 2023
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 37 form part of these financial statements.
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MANIFESTO FOODS LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Capital redemption reserve
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Comprehensive income for the period
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Transfer to/(from) profit and loss account
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Comprehensive loss for the period
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Share repurchase during the period
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Transfer to/(from) profit and loss account
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The notes on pages 19 to 37 form part of these financial statements.
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MANIFESTO FOODS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Capital redemption reserve
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Comprehensive income for the period
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Comprehensive loss for the period
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Share repurchase during the period
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The notes on pages 19 to 37 form part of these financial statements.
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MANIFESTO FOODS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
Cash flows from operating activities
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(Loss)/profit for the financial period
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Amortisation of intangible assets
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Depreciation of tangible assets
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(Decrease)/increase in creditors
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(Decrease)/increase in provisions
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Gain on disposal of fixed assets
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Net cash (used in)/generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Hire purchase interest paid
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Net cash used in investing activities
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Cash flows from financing activities
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Repurchase of ordinary shares
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Repayment of hire purchase
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Movements on invoice discounting
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Net cash generated from/(used in) financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of period
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Cash and cash equivalents at the end of period
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- 16 -
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MANIFESTO FOODS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 25 NOVEMBER 2023
Cash and cash equivalents at the end of period comprise:
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The notes on pages 19 to 37 form part of these financial statements.
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- 17 -
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MANIFESTO FOODS LTD
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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(i) Analysis of changes in net debt:
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Repayment of property loan
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The notes on pages 19 to 37 form part of these financial statements.
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- 18 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
Manifesto Foods Ltd (the 'Company') is a private company limited by shares and registered in England & Wales. The Company's registered number is 09820142. The registered office is Number One Pride Place, Pride Park, Derby, DE24 8QR.
The principal activity of the Company is that of a holding company.
The principal activity of the Group is that of meat processors.
2.Accounting policies
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Basis of preparation of financial statements
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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 judgement 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.
These financial statements have been presented in Pounds Sterling (£), this being the functional currency of the Group and currency of the primary economic environment in which the Group operates. The monetary amounts are rounded to the nearest £.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of group and its own subsidiaries ("the Group") as they formed 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 Balance Sheet, 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.
Competition in the labour market and inflation are impacting the Group. The Directors have prepared financial forecasts to take account of these factors and, based on these forecasts and the cash reserves of the Group, believe that the Group will continue to meet its liabilities as they fall due. The financial statements have therefore been prepared on a going concern basis.
- 19 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
2.Accounting policies (continued)
Turnover 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. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Goodwill
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 20 years.
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.
The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Consolidated Statement of Comprehensive Income during the period in which they are incurred.
- 20 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight line basis over the period of the lease.
Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the retail method, whereby cost is measured by reducing the sales value of the inventory by the Company's gross margin. Work in progress and finished goods include labour and attributable overheads.
At each Balance Sheet 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 the Consolidated Statement of Comprehensive Income.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
- 21 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Consolidated Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
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.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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.
- 22 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
2.Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
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Foreign currency translation
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Functional and presentation currency
The Group's functional and presentational currency is GBP. The monetary amounts are rounded to the nearest £.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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 the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
- 23 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the period in which they are incurred.
Tax is recognised in the Consolidated Statement of Comprehensive Income 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 balance sheet date in the countries where the Company and the Group operate and generate income.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Group’s accounting policies, which are described in note 2, 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The Directors consider the key source of judgement and estimation uncertainty to be the valuation of stock. This is reviewed on a monthly basis by the Directors in conjunction with the sales team, based on their knowledge of recent selling prices and current market conditions.
The Directors consider that the carrying value of tangible fixed assets to be an area subject to management judgement and uncertainty, and the need for potential provisions for impairment. The Directors review the underlying value of the fixed assets on a regular basis which provides comfort over the values within the financial statements, and they are reviewed on an annual basis for any indications of impairment.
- 24 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
The whole of the turnover is attributable to the Group's principal activity.
Analysis of turnover by country of destination:
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Government grants receivable
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The operating (loss)/profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible fixed assets, including goodwill
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Government grants receivable
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Cost of defined contribution pension scheme.
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- 25 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Fees payable to the Group's auditor for the audit of the Group's annual financial statements
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Fees payable to the Group's auditor in respect of:
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The auditing of the annual financial statements of subsidiaries
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the period was as follows:
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Office and management staff
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- 26 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Group contributions to defined contribution pension schemes
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During the period retirement benefits were accruing to 2 Directors (2022 - 2) in respect of defined contribution pension schemes.
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The highest paid Director received remuneration of £207,534 (2022 - £245,891).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £42,846 (2022 - £21,591).
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The Directors of the Group are considered key management personnel.
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Other interest receivable
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Interest payable and similar expenses
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Hire purchase interest payable
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- 27 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Current tax on profits for the period
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Origination and reversal of timing differences
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Factors affecting tax charge for the period
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The tax assessed for the period is higher than (2022 - lower than) the standard rate of corporation tax in the UK of23% (2022 -19%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23% (2022 - 19%)
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Expenses not deductible for tax purposes
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Fixed asset timing differences
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Utilisation of tax losses
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Adjustments to tax charge in respect of prior periods
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Unrelieved tax losses carried forward
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Total tax charge for the period
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- 28 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
12.Taxation (continued)
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Factors that may affect future tax charges
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From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase. Deferred tax is provided for at 25% as that was the substantively enacted rate at the reporting date.
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Parent company result for the year
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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 loss after tax of the Parent Company for the period was £15,547 (2022 - profit of £171,228).
- 29 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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- 30 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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16 Dunnet Way, East Mains Industrial Estate, Broxburn, EH52 5NN
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Manifesto Foods (Properties) Limited
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Number One Pride Place, Pride Park, Derby, DE24 8QR
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- 31 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Raw materials and consumables
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Amounts owed by group undertakings (note 30)
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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- 32 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings (note 30)
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Other taxation and social security
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Obligations under hire purchase contracts (note 25)
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Invoice discounting and revolving stock facility
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
The invoice discounting facility is secured over the trade debtors. The revolving stock facility is secured by a floating charge over the assets of A. K. Stoddart Limited.
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Creditors: Amounts falling due after more than one year
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Obligations under hire purchase contracts (note 25)
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- 33 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Analysis of the maturity of bank loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
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The bank borrowings are secured by a standard security over the heritable properties at 9 Old Farm Road, Heathfield Industrial Estate, Ayr; 16 Dunnet Way, East Mains Industrial Estate, Broxburn; and 37A Simpson Road, East Mains Industrial Estate, Broxburn. They are also secured by a bond and floating charge over the assets of A. K. Stoddart Limited. The bank loans bear interest at 2.5%, 3.3% and 4.5% above the bank base rate and are repayable by monthly installments.
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- 34 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise trade and other debtors, cash and accrued income.
Financial liabilities comprise trade and other creditors, amounts owed to group undertakings, bank loans, hire purchase creditors and accruals.
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Hire purchase liabilities are secured on the assets to which they relate.
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- 35 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Allotted, called up and fully paid
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129,000 (2022 - 132,800) Ordinary shares of £0.01 each
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During the period, the Company purchased 3,750 Ordinary shares of £0.01 each for £10,000. The shares were subsequently cancelled.
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Share premium account
This reserve records the amount above the nominal value received for shares sold, less transaction costs.
Revaluation reserve
This reserve records the surplus on revaluation of the Group's property.
Capital redemption reserve
This reserve is a result of the repurchase of the Company's own shares.
Profit & loss account
This reserve includes all retained profits and losses.
The Group operates two defined contributions pension schemes. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £210,631 (2022 - £193,875). Contributions totalling £26,738 (2022 - £27,749) were payable to the funds at the Balance Sheet date and are included in creditors.
- 36 -
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MANIFESTO FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2023
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Commitments under operating leases
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At 25 November 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Plant, vehicles and other leases
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Later than 1 year and not later than 5 years
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Related party transactions
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The Group has taken advantage of the exemption provided by FRS 102 s33.1A whereby disclosures need not be given of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
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In the opinion of the Directors, there is no ultimate controlling party.
Subsequent to the reporting date, in May 2024, the Company's ultimate parent undertaking became Browns Food Group Limited.
- 37 -
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