Company registration number 04404381 (England and Wales)
SOUL FOODS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 JUNE 2023
SOUL FOODS LIMITED
COMPANY INFORMATION
Directors
Mr A Janmohamed
Mr S Janmohamed
Company number
04404381
Registered office
64 Wolsey Road
Northwood
HA6 2EH
Auditor
Ensors Accountants LLP
3 St James Court
Whitefriars
Norwich
NR3 1RJ
SOUL FOODS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 20
SOUL FOODS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 25 JUNE 2023
- 1 -
The directors present the strategic report for the period ended 25 June 2023. The comparatives cover the period from 28 June 2021 to 26 June 2022.
Review of the business
During the year, in July 2022 there was a restructuring of the wider group. Soul Foods Limited sold its investments in the subsidiary companies and subsequently acquired a minority interest in the associate company Supernova Jersey Holdco Limited, being the parent company of the new group.
From this date the company ceased to be the parent of a group and remained a non trading company. It is intended that the company remains a non trading company holding the investment in the associate company and generating profit from interest receivable on loan notes.
Principal risks and uncertainties
As a non-trading and non-group company, the company is no longer exposed to changes to short term consumer habits. There are significant net assets at the period end and sufficient cash at bank and in hand, so exposure to liquidity and cashflow risk is minimal.
Key performance indicators
The directors report a profit on ordinary activities before taxation of £50,572,325 (2022 - Loss of £363,833) and has net assets at the period end of £51,488,359 (2022 - £1,109,979). The directors do not consider any non financial performance indicators in measuring the success of the company.
Directors’ statement of compliance with duty to promote the success of the company
Section 172 of the Companies act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing this, section 172 (1) (a) – (f) requires a director to have regard, amongst other matters, to the:
Likely consequences of any decisions in the long term;
Interest of the company’s employees;
Need to foster the company’s business relationships with suppliers, customers and others;
Impact of the company’s operations on the community and environment;
Desirability of the company maintaining a reputation for high standards of business conduct; and
Need to act fairly as between members of the company.
In discharging our section 172 duties we have regard to the factors set out above. We also have regard to other factors which we consider relevant to the decisions to be made. We acknowledge that every decision we make will not necessarily result in positive outcomes for all our stakeholders. By considering the company’s purpose, vision and values together with its strategic priorities and having a process in place for decision making, we do, however, aim to make sure that all our decisions are consistent and predictable.
In July 2022, for the benefit of all stakeholders Soul Foods Limited sold its investments in the subsidiary companies and subsequently acquired a minority interest in the associate company Supernova Jersey Holdco Limited, being the parent company of the new group.
Mr A Janmohamed
Director
30 August 2024
SOUL FOODS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 25 JUNE 2023
- 2 -
The directors present their report together with the audited financial statements for the period ended 25 June 2023. The comparatives cover the period from 28 June 2021 to 26 June 2022.
Principal activities
The principal activity of the company continued to be that of a non trading holding company.
Results and dividends
The results for the period are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr A Janmohamed
Mr S Janmohamed
Streamlined Energy and Carbon Reporting (SECR)
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Matters covered in the Strategic Report
Information in respect of the business review, key financial performance indicators and principal risks and uncertainties can be found in the strategic report in accordance with S414C(11) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr A Janmohamed
Director
30 August 2024
SOUL FOODS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 25 JUNE 2023
- 3 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
SOUL FOODS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOUL FOODS LIMITED
- 4 -
Opinion
We have audited the financial statements of Soul Foods Limited (the 'company') for the period ended 25 June 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 25 June 2023 and of its profit 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
SOUL FOODS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOUL FOODS LIMITED (CONTINUED)
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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, 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 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 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.
Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including transactions with related parties, management override of controls and accounting estimates.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
Obtained an understanding of the company and the legal and regulatory (including reporting framework) environment that the company operates, focusing on those laws and regulations that could reasonably be expected to have a direct effect on the financial statements or a fundamental effect on the operations of the company. For Soul Foods Limited we consider these to include Companies Act 2006, UK GAAP and standard UK tax legislation.
Enquired of management and those charged with governance around actual and potential litigation and claims.
Reviewed financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Performed testing over journal entries and other adjustments for appropriateness, and evaluated the business rationale of significant transactions outside the normal course of business.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
SOUL FOODS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOUL FOODS LIMITED (CONTINUED)
- 6 -
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.
Malcolm McGready
Senior Statutory Auditor
For and on behalf of Ensors Accountants LLP
2 September 2024
Chartered Accountants
Statutory Auditor
3 St James Court
Whitefriars
Norwich
NR3 1RJ
SOUL FOODS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 25 JUNE 2023
- 7 -
Period
Period
ended
ended
25 June
26 June
2023
2022
Notes
£
£
Administrative expenses
(35,667,241)
(146,480)
Gain on disposal of investments
7
83,539,037
-
Interest receivable
5
2,700,529
1,069,123
Interest payable
6
-
(1,286,476)
Profit/(loss) before taxation
50,572,325
(363,833)
Tax on profit/(loss)
8
(193,946)
Profit/(loss) for the financial period
50,378,379
(363,833)
The income statement has been prepared on the basis that all operations are continuing operations.
SOUL FOODS LIMITED
STATEMENT OF FINANCIAL POSITION
- 8 -
25 June 2023
26 June 2022
Notes
£
£
£
£
Non-current assets
Investments
9
50,000
12,089,879
Current assets
Trade and other receivables falling due after more than one year
11
22,233,149
40,727,672
Trade and other receivables falling due within one year
11
24,713,405
10,068,841
Cash and cash equivalents
4,685,751
7,013,646
51,632,305
57,810,159
Current liabilities
12
(193,946)
(68,790,059)
Net current assets/(liabilities)
51,438,359
(10,979,900)
Net assets
51,488,359
1,109,979
Equity
Called up share capital
14
3
2
Retained earnings
51,488,356
1,109,977
Total equity
51,488,359
1,109,979
The financial statements were approved by the board of directors and authorised for issue on 30 August 2024 and are signed on its behalf by:
Mr A Janmohamed
Director
Company registration number 04404381 (England and Wales)
SOUL FOODS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 25 JUNE 2023
- 9 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 28 June 2021
2
1,473,810
1,473,812
Period ended 26 June 2022:
Loss and total comprehensive income
-
(363,833)
(363,833)
Balance at 26 June 2022
2
1,109,977
1,109,979
Period ended 25 June 2023:
Profit and total comprehensive income
-
50,378,379
50,378,379
Issue of share capital
14
1
-
1
Balance at 25 June 2023
3
51,488,356
51,488,359
SOUL FOODS LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 25 JUNE 2023
- 10 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
18
1,799,795
3,211,635
Investing activities
Proceeds from disposal of subsidiaries
40,219,342
Acquisition of other investments
(50,000)
Repayment of other loans issued
1,350,000
500,000
Net cash generated from investing activities
41,519,342
500,000
Financing activities
Repayment of bank loans
(45,647,032)
(3,766,668)
Interest paid
(1,286,476)
Net cash used in financing activities
(45,647,032)
(5,053,144)
Net decrease in cash and cash equivalents
(2,327,895)
(1,341,509)
Cash and cash equivalents at beginning of period
7,013,646
8,355,155
Cash and cash equivalents at end of period
4,685,751
7,013,646
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 JUNE 2023
- 11 -
1
Accounting policies
Company information
Soul Foods Limited is a private company limited by shares incorporated in England and Wales. The registered office is 64 Wolsey Road, Northwood, HA6 2EH.
1.1
Reporting period
The directors have elected to prepare accounts to the nearest week ending date to the accounting reference date of 30 June. This therefore reflects a 52 or 53 week period in line with that of its associated companies.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Non-current investments
Interests in subsidiaries, associates and other investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
1
Accounting policies
(Continued)
- 12 -
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
1
Accounting policies
(Continued)
- 14 -
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
In preparing these financial statements, the directors have made the following judgments:
Determine whether there are indicators of impairment of the company's investments in associate companies. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance, as well as the current financial position of the associate company.
3
Operating loss
2023
2022
Operating loss for the period is stated after charging:
£
£
Impairment of investments
35,409,575
4
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
13,400
6,325
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
- 15 -
5
Interest receivable
2023
2022
£
£
Interest on bank deposits
467,380
Interest receivable from group companies
2,233,149
1,069,123
Total income
2,700,529
1,069,123
6
Interest payable
2023
2022
£
£
Interest on bank overdrafts and loans
-
1,286,476
7
Gain on disposal of investments
2023
2022
£
£
Gain on disposal of investments
83,539,037
-
On 21 July 2022 the company sold its investments in the subsidiary undertakings as part of the wider group restructure. Further details are included in note 9.
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
194,624
Adjustments in respect of prior periods
(678)
Total current tax
193,946
The main rate of corporation tax in the UK increased from 19% to 25% from April 2023.
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
8
Taxation
(Continued)
- 16 -
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the average rate of tax as follows:
2023
2022
£
£
Profit/(loss) before taxation
50,572,325
(363,833)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 20.42% (2022: 19.00%)
10,326,869
(69,128)
Tax effect of expenses that are not deductible in determining taxable profit
7,263,316
Tax effect of income not taxable in determining taxable profit
(17,056,652)
Adjustments in respect of prior years
(678)
Group relief
69,128
Transfer pricing adjustments
(338,909)
Taxation charge for the period
193,946
-
9
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiary undertakings
12,089,879
Other investments
50,000
50,000
12,089,879
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
9
Fixed asset investments
(Continued)
- 17 -
Movements in non-current investments
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 27 June 2022
12,089,879
-
12,089,879
Additions
35,409,575
50,000
35,459,575
Disposals
(12,089,879)
-
(12,089,879)
At 25 June 2023
35,409,575
50,000
35,459,575
Impairment
At 27 June 2022
-
-
-
Impairment losses
35,409,575
-
35,409,575
At 25 June 2023
35,409,575
-
35,409,575
Carrying amount
At 25 June 2023
-
50,000
50,000
At 26 June 2022
12,089,879
-
12,089,879
On 21 July 2022 the company sold 100% of the share capital of the subsidiary undertakings; Readytrade Limited, Northern Holdings Company Limited, SASA Foods Limited and Soul Coffee House Limited. The shares were acquired by Supernova UK Bidco Limited, an intermediate holdings company, ultimately owned by Supernova Jersey Holdco Limited.
On the same day the company acquired a non controlling stake in the ultimate parent company of the new group Supernova Jersey Holdco Limited. Total consideration was £35,409,575 and has been recognized as an investment measured at cost.
At the period end the directors have assessed the value of the investment for impairment. Based on the financial position of the group to which the investment relates, they have considered that an impairment provision is required.
10
Associates
Details of the company's associates at 25 June 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Supernova Jersey Holdco Limited
22 Grenville Street, St. Helier, Jersey JE4 8PX
Ordinary B shares
39.78
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
- 18 -
11
Trade and other receivables
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
22,811,969
10,000,000
Amounts owed by associated undertakings
295,839
Other receivables
1,605,597
Prepayments and accrued income
68,841
24,713,405
10,068,841
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
39,377,672
Amounts owed by associated undertakings
22,233,149
Other receivables
1,350,000
22,233,149
40,727,672
Total debtors
46,946,554
50,796,513
On disposal of the subsidiaries (as outlined in note 9) all amounts owed by group undertakings were repaid.
Included within amounts owed by group undertakings due less than 1 year is £22,811,969 (2022:£Nil) provided to the parent company for short term financing requirements. The amounts are interest free and deemed to be repayable on demand.
The amounts owed by associated undertakings of £22,233,149 (2022 - £Nil) represent preferred return certificates issued by Supernova UK Midco Limited, a subsidiary of the associate undertaking Supernova Jersey Holdco Limited, of £20,000,000 plus accumulated interest. Interest is charged at 11.67% and amounts are repayable in 2042 on the 20th anniversary of the issue date.
12
Current liabilities
2023
2022
Notes
£
£
Bank loans
13
45,647,032
Amounts owed to group undertakings
23,018,782
Corporation tax
193,946
Accruals and deferred income
124,245
193,946
68,790,059
On disposal of the subsidiaries (as outlined in note 9) all amounts owed to group undertakings and the bank loan were repaid.
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
- 19 -
13
Borrowings
2023
2022
£
£
Bank loans
45,647,032
Payable within one year
45,647,032
The bank loan was due for repayment on the termination date in January 2023, however this was fully repaid early on disposal of the subsidiaries and restructure of the wider group in July 2022 (as outlined in note 9). Interest was charged on this loan at a rate of LIBOR plus commercially agreed rates.
14
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
3
2
3
2
On 21 July 2022 1 ordinary share of £1 was issued at par value. The share was issued as part of the share for share agreement entered into on the acquisition of Soul Coffee House Limited, which was subsequently disposed of with the company's other investments in subsidairy undertakings, see note 9 for further details. Ordinary shares have full voting rights, each share equates to one vote.
On 16 December 2022 the 3 ordinary shares of £1 each were transferred to Alma Limited, a company registered in Jersey, by way of a share for share exchange with the former shareholder.
15
Events after the reporting date
On 14 August 2023 Soul Foods Limited paid expenses of £3,556,500 that were incurred by a related party. Furthermore, on 27 June 2024 Soul Foods Limited provided cash of £4,950,000 to another related party, of which £4,500,000 was provided to Soul Foods Limited by the parent company Alma Limited. These transactions gave rise to debtor balances due to Soul Foods Limited, the debtors are deemed to be interest free and repayable on demand.
16
Related party transactions
Included within debtors are amounts due from direct and indirect associate companies of Soul Foods Limited:
£22,233,149 (2022: £Nil) due from Supernova UK Midco Limited
£272,243 (2022: £36,145,752) due from SASA Foods Limited
£23,596 (2022: £3,291,920) due from Readytrade Limited
Included within debtors are amounts due from entities under common control with Soul Foods Limited:
£1,581,274 (2022: £Nil) due from Standard Corporation Limited
£240,091 (2022: £Nil) due from Feature Consultancy Limited
SOUL FOODS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
- 20 -
17
Ultimate controlling party
At the start of the period A Jamohamed was the ultimate controlling party by virtue of his 100% shareholding in Soul Foods Limited.
On 16 December 2022 100% of the shares in Soul Foods Limited were transferred to Alma Limited, a company registered in Jersey, by way of a share for share exchange. As such, at the period end, A Janmohamed remains the ultimate controlling party of Soul Foods Limited by virtue of his shareholding in the parent company.
18
Cash generated from operations
2023
2022
£
£
Profit/(loss) for the period after tax
50,378,379
(363,833)
Adjustments for:
Taxation charged
193,946
Interest paid
1,286,476
Interest received
(2,700,529)
(1,069,123)
Impairment of investments
35,409,574
-
Gain on disposal of investments
(83,539,037)
-
Movements in working capital:
Decrease in trade and other receivables
25,200,488
2,453,719
(Decrease) in trade and other payables
(23,143,026)
904,396
Cash generated from operations
1,799,795
3,211,635
19
Analysis of changes in net funds/(debt)
27 June 2022
Cash flows
25 June 2023
£
£
£
Cash at bank and in hand
7,013,646
(2,327,895)
4,685,751
Borrowings excluding overdrafts
(45,647,032)
45,647,032
-
(38,633,386)
43,319,137
4,685,751
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