Registration number:
SLJL Holdings Limited
for the Year Ended 31 December 2023
SLJL Holdings Limited
Contents
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
SLJL Holdings Limited
Strategic Report for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
Principal activity
The principal activity of the group is that of specialist bacon curers and wholesalers.
The principal activity of the company is that of a holding company.
Fair review of the business
During the year, SLJL Holdings Limited acquired a further 17% of New Century Foods Limited, increasing the shareholding to 67% and obtaining control. The financial information has been consolidated from this point.
Pork leg prices have continued to increase throughout the year ended 31 December 2023 being as high as £2.20 per kg by August 2023. The subsidiary company has achieved higher sales as a result of cost increases to keep up with raw material price rises. The gross profit margin achieved in the period was 11%. Management regularly monitor the raw material input prices, and take steps to mitigate its impact where possible.
Net assets for the group were £1,516k at 31 December 2023 as a result of a profitable year.
Since the year end, SLJL Holdings Limited have purchased a further 17% of share capital of New Century Foods Limited.
The group's key financial and other performance indicators during the year were as follows:
Financial KPIs |
Unit |
2023 |
2022 |
Turnover |
£000 |
29,336 |
- |
Gross profit |
£000 |
3,272 |
- |
Gross profit margin |
% |
11 |
- |
SLJL Holdings Limited
Strategic Report for the Year Ended 31 December 2023
Principal risks and uncertainties
The group's principle risks are competitors in the market, raw material prices and various financial risks.
Competitors in the Market:
The risk of competitors is managed by continually ensuring that the pricing remains competitive and the quality of the finished product is of the highest standard through strict quality control procedures.
Raw material prices:
Strict buying control processes ensure the impact of raw material prices is minimised.
Financial risks:
The group’s operations expose it to a variety of financial risks, principally credit risk and liquidity risk.
The effects of credit risks are controlled by the adoption of policies that require appropriate credit checking and monitoring of the key customer and new accounts.
Liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of bank overdrafts and ensuring that sufficient funds are available to meet amounts due.
Non-financial risks:
The management of the business are subject to a number of non-financial risks and uncertainties including environment risks and the related impact of food scares. These risks are managed by a comprehensive health and safety and food safety policies which are subject to independent audit and inspection routines.
Approved by the
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SLJL Holdings Limited
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the consolidated financial statements for the year ended 31 December 2023.
Directors of the group
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The directors take the management of risk very seriously and as such have policies and procedures in place which have been authorised by the board. Managing risk is seen as a key attribute of the group and the group's debt position is closely scrutinised on a regular basis to ensure that it remains serviceable in conjunction with the long term goals of growth and profitability.
Price risk, credit risk, liquidity risk and cash flow risk
The business' principal financial instruments comprise bank balances, trade debtors and trade creditors. The main purpose of these instruments is to finance the group's operations.
In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest. All of the group's cash balances are held in such a way that achieves a competitive rate of interest.
Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
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SLJL Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company 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 and 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 company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
SLJL Holdings Limited
Independent Auditor's Report to the Members of SLJL Holdings Limited
Opinion
We have audited the financial statements of SLJL Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In the previous accounting period the directors of the company took advantage of audit exemption under S477 of the Companies Act. Therefore the prior period financial statements were not subject to audit.
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 31 December 2023 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the 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.
SLJL Holdings Limited
Independent Auditor's Report to the Members of SLJL Holdings Limited
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [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 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.
SLJL Holdings Limited
Independent Auditor's Report to the Members of SLJL Holdings Limited
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• |
the nature of the industry and sector, control environment and business performance including the design of remuneration policies; |
• |
the group’s own assessment of the risks that irregularities may occur either as a result of fraud or error; |
• |
results of our enquiries of management about their own identification and assessment of the risks of irregularities; |
• |
the key laws and regulations under which the business operates and whether management were aware of any instances of noncompliance; |
• |
whether the management have knowledge of any actual, suspected or alleged fraud; |
• |
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
• |
the matters discussed among the audit engagement team, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: Laws and regulations applicable to the group specifically relating to health and safety, food standards and food safety; stock costing and revenue recognition. |
|
We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Tax legislation, and Regulations established by regulators in the key markets in which the group operates specifically food standards and food safety regulations. |
|
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the operating and environmental regulations relevant to the group. |
|
In addition to the above, our procedures to respond to risks identified included the following: |
|
• |
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described above as having a direct effect on the financial statements; |
• |
in addressing the risk of fraud through stock costing, we have reviewed the valuation of individual stock items to relevant invoices or appropriate costings where applicable; |
• |
enquiring of management, concerning any actual and potential litigation and claims; |
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
SLJL Holdings Limited
Independent Auditor's Report to the Members of SLJL Holdings Limited
• |
in addressing the risk of fraud in revenue recognition, in addition to our testing described above we have performed focussed testing on trades close to the year-end combined with analytical review procedures to assess accuracy and completeness of revenue recognised; |
• |
in addressing the risk of fraud in the use of purchase ledger/working capital transactions, we have reviewed the accounting treatments adopted by management against the specific contractual terms and arrangements associated with each individual transaction and reviewed the related disclosures in the financial statements; and |
• |
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
|
Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.
For and on behalf of
50-54 Oswald Road
North Lincolnshire
DN15 7PQ
SLJL Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
|
- |
|
Cost of sales |
( |
- |
|
Gross profit |
|
- |
|
Administrative expenses |
( |
( |
|
Operating profit/(loss) |
|
( |
|
Other interest receivable and similar income |
|
- |
|
Interest payable and similar expenses |
( |
( |
|
(23,719) |
(96) |
||
Share of (loss)/profit of equity accounted investees |
( |
|
|
Profit before tax |
|
|
|
Tax on profit |
( |
- |
|
Profit for the financial year |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
|
Minority interests |
|
- |
|
|
|
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
SLJL Holdings Limited
(Registration number: 13814410)
Consolidated Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Negative goodwill |
( |
- |
|
Tangible assets |
|
|
|
Investments |
- |
|
|
|
|
||
Current assets |
|||
Stocks |
|
- |
|
Debtors |
|
- |
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets/(liabilities) |
|
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
- |
|
Provisions for liabilities |
( |
- |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
100 |
100 |
|
Retained earnings |
325,056 |
61,097 |
|
Equity attributable to owners of the company |
325,156 |
61,197 |
|
Minority interests |
1,191,258 |
- |
|
Shareholders' funds |
1,516,414 |
61,197 |
Approved and authorised by the
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SLJL Holdings Limited
(Registration number: 13814410)
Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Debtors |
|
- |
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
( |
|
Provisions for liabilities |
( |
- |
|
Net assets/(liabilities) |
|
( |
|
Capital and reserves |
|||
Called up share capital |
100 |
100 |
|
Retained earnings |
20,840 |
(41,126) |
|
Shareholders' funds/(deficit) |
20,940 |
(41,026) |
The company made a profit after tax for the financial year of £61,966 (2022 - loss of £41,126).
Approved and authorised by the
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SLJL Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company
Share capital |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
At 1 January 2023 |
|
|
|
- |
|
Profit for the year |
- |
|
|
|
|
Dividends |
- |
- |
- |
( |
( |
Acquisition of non-controlling interest, increase in equity |
- |
- |
- |
|
|
At 31 December 2023 |
|
|
|
|
|
Share capital |
Retained earnings |
Total |
Total equity |
|
Profit for the year |
- |
|
|
|
New share capital subscribed |
|
- |
|
|
At 31 December 2022 |
100 |
61,097 |
61,197 |
61,197 |
SLJL Holdings Limited
Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital |
Retained earnings |
Total |
|
At 1 January 2023 |
|
( |
( |
Profit for the year |
- |
|
|
At 31 December 2023 |
|
|
|
Share capital |
Retained earnings |
Total |
|
Loss for the year |
- |
( |
( |
New share capital subscribed |
|
- |
|
At 31 December 2022 |
100 |
(41,126) |
(41,026) |
SLJL Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Finance income |
( |
- |
|
Finance costs |
|
|
|
Share of (profit)/loss of equity accounted investees |
|
( |
|
Corporation tax expense |
|
- |
|
|
( |
||
Working capital adjustments |
|||
Decrease in stocks |
|
- |
|
Increase in trade and other debtors |
( |
- |
|
Increase in trade and other creditors |
|
|
|
Cash generated from operations |
|
|
|
Corporation taxes paid |
( |
- |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
- |
|
Acquisitions of tangible assets |
( |
( |
|
Purchase of subsidiary net of cash acquired |
|
- |
|
Acquisition of investments in joint ventures and associates |
- |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
Proceeds from bank borrowing draw downs |
|
- |
|
Dividends paid |
( |
- |
|
Net cash flows from financing activities |
|
|
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 1 January |
|
- |
|
Cash and cash equivalents at 31 December |
314,315 |
33,893 |
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England.
The address of its registered office is:
Registration number: 13814410.
The financial statements are presented in Sterling, which is the functional currency of the company, rounded to the nearest pound.
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The Company and Group's functional and presentational currency is sterling.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. Its profit for the financial year was £61,966 (2022 - loss of £41,126).
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The group obtained control of the subsidiary on 8 March 2023 and as such is consolidated from this date. Therefore the comparative information is not entirely comparable.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Judgements
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is reviewed where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods. |
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The group recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Motor vehicles |
20% per annum on cost |
Furniture, fittings and equipment |
33%, 25%, 20%, 14% and 10% per annum on cost |
Freehold land and buildings |
2% per annum on cost |
Expenditure on leasehold property |
2% per annum on cost |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Negative goodwill
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Amortisation
Asset class |
Amortisation method and rate |
Goodwill |
10% per annum on cost |
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. Trade creditors are recognised at the transaction price.
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Sale of goods |
|
- |
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Operating profit/(loss) |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
|
Amortisation expense |
( |
- |
Operating lease expense |
|
- |
Other interest receivable and similar income |
2023 |
2022 |
|
Interest income on bank deposits |
|
- |
Interest payable and similar expenses |
2023 |
2022 |
|
Interest on bank overdrafts and borrowings |
|
- |
Interest expense on other finance liabilities |
- |
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
- |
Social security costs |
|
- |
Pension costs, defined contribution scheme |
|
- |
Other employee expense |
|
- |
|
- |
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Production |
|
- |
Administration and support |
|
|
|
|
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
- |
Contributions paid to money purchase schemes |
|
- |
208,000 |
- |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Accruing benefits under money purchase pension scheme |
|
|
Auditors' remuneration |
2023 |
2022 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
11,650 |
- |
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
|
- |
UK corporation tax adjustment to prior periods |
|
- |
103,335 |
- |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
- |
Tax expense in the income statement |
|
- |
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Decrease from effect of different UK tax rates on some earnings |
( |
- |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Increase from tax losses for which no deferred tax asset was recognised |
|
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
- |
Increase in UK and foreign current tax from adjustment for prior periods |
|
- |
Tax (decrease)/increase from effect of capital allowances and depreciation |
( |
|
Tax decrease from other short-term timing differences |
( |
( |
Total tax charge |
|
- |
Deferred tax
Group
Deferred tax assets and liabilities
2023 |
Liability |
Difference between accumulated depreciation and amortisation and capital |
|
|
Company
Deferred tax assets and liabilities
2023 |
Liability |
Difference between accumulated depreciation and amortisation and capital |
|
|
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Intangible assets |
Group
Negative goodwill |
2023 |
Changes arising from new business combinations |
(381,556) |
Amortisation of negative goodwill |
38,155 |
At 31 December 2023 |
( |
|
Tangible assets |
Group
Freehold land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Expenditure on property |
Total |
|
Cost or valuation |
|||||
At 1 January 2023 |
- |
|
|
- |
|
Additions |
- |
|
|
- |
|
Acquired through business combinations |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
Depreciation |
|||||
At 1 January 2023 |
- |
|
|
- |
|
Charge for the year |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
Carrying amount |
|||||
At 31 December 2023 |
|
|
|
|
|
At 31 December 2022 |
- |
|
|
- |
|
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Company
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
Cost or valuation |
|||
At 1 January 2023 |
|
|
|
At 31 December 2023 |
|
|
|
Depreciation |
|||
At 1 January 2023 |
|
|
|
Charge for the year |
|
|
|
At 31 December 2023 |
|
|
|
Carrying amount |
|||
At 31 December 2023 |
|
|
|
At 31 December 2022 |
|
|
|
Investments |
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
- |
Investments in joint ventures |
- |
|
|
|
Group's share of loss in joint venture prior to obtaining control was £5,729 (2022 - profit of £102,223).
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
|||
Subsidiary undertakings |
||||
|
14 Ram Boulevard
England |
|
|
|
Subsidiary undertakings |
The principal activity of New Century Foods Limited is |
Business combinations |
On
New Century Foods Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Book value |
Fair value |
|
Assets and liabilities acquired |
||
Financial assets |
3,069,949 |
|
Stocks |
1,434,776 |
|
Tangible assets |
1,516,453 |
|
Financial liabilities |
(2,322,596) |
( |
Total identifiable assets |
3,698,582 |
|
Goodwill |
(381,556) |
( |
Total consideration |
3,317,026 |
3,317,026 |
Satisfied by: |
||
Cash |
500,000 |
|
Equity instruments |
1,220,532 |
|
Other |
1,596,494 |
|
Total consideration transferred |
3,317,026 |
|
Cash flow analysis: |
||
Cash consideration |
500,000 |
|
Less: cash and cash equivalent balances acquired |
(856,302) |
( |
Net cash outflow arising on acquisition |
(356,302) |
( |
|
The useful life of goodwill is
Stocks |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Finished goods and goods for resale |
|
- |
- |
- |
Debtors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Trade debtors |
|
- |
- |
- |
|
Amounts owed by related parties |
|
- |
|
- |
|
Other debtors |
|
- |
- |
- |
|
Prepayments |
|
- |
- |
- |
|
Social security and other taxes |
67,658 |
- |
- |
- |
|
|
- |
|
- |
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Cash and cash equivalents |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Cash on hand |
|
|
|
|
Cash at bank |
|
|
|
|
|
|
|
|
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
- |
- |
- |
|
Trade creditors |
|
- |
- |
- |
|
Amounts due to related parties |
|
|
|
|
|
Social security and other taxes |
|
- |
- |
- |
|
Outstanding defined contribution pension costs |
|
- |
- |
- |
|
Other creditors |
|
|
|
|
|
Accruals |
|
- |
- |
- |
|
Corporation tax liability |
75,752 |
- |
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
- |
- |
- |
Provisions for liabilities |
Group
Deferred tax |
Total |
|
Increase in existing provisions |
|
|
Increase through business combinations |
|
|
At 31 December 2023 |
|
|
|
Company
Deferred tax |
Total |
|
Increase in existing provisions |
|
|
At 31 December 2023 |
|
|
|
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
100 |
|
100 |
Rights, preferences and restrictions
Ordinary shares have the following rights, preferences and restrictions: |
Loans and borrowings |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Current loans and borrowings |
||||
Bank borrowings |
|
- |
- |
- |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Non-current loans and borrowings |
||||
Bank borrowings |
|
- |
- |
- |
The bank loan is repayable monthly with final instalment in June 2028. Interest is charged at 2.85% above the base rate.
Related party transactions |
Company
SLJL Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Transactions with directors |
2023 |
At 1 January 2023 |
Advances to director |
At 31 December 2023 |
Mr J Lehrmann |
|||
Director's loan account |
- |
|
|
No interest is being charged in respect of this balance and it is repayable on demand.
Summary of transactions with entities with joint control or significant interest
At the balance sheet date the amount due to SL International Consultancy Limited was £1,793,730 (2022 - £1,632,480).
Summary of transactions with subsidiaries
At the balance sheet date the amount due to New Century Foods Limited was £488,500 (2022 - nil).