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2021-12-31 iso4217:GBP xbrli:pure xbrli:shares

Registration number: 13814410

SLJL Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2023

 

SLJL Holdings Limited

Contents

Strategic Report

1 to 2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 8

Consolidated Profit and Loss Account

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Financial Statements

15 to 29

 

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 Board on 27 August 2024 and signed on its behalf by:


Mr J Lehrmann
Director

   
     
 

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:

Mr J Lehrmann

Mrs S Lehrmann

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 Board on 27 August 2024 and signed on its behalf by:


Mr J Lehrmann
Director

   
     
 

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.





Robert Smith BSc FCA (Senior Statutory Auditor)
For and on behalf of RNS Chartered Accountants, Statutory Auditor

50-54 Oswald Road
Scunthorpe
North Lincolnshire
DN15 7PQ

27 August 2024

 

SLJL Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

3

29,335,847

-

Cost of sales

 

(26,064,299)

-

Gross profit

 

3,271,548

-

Administrative expenses

 

(2,665,277)

(41,030)

Operating profit/(loss)

4

606,271

(41,030)

Other interest receivable and similar income

5

14

-

Interest payable and similar expenses

6

(23,733)

(96)

   

(23,719)

(96)

Share of (loss)/profit of equity accounted investees

 

(5,729)

102,223

Profit before tax

 

576,823

61,097

Tax on profit

10

(177,138)

-

Profit for the financial year

 

399,685

61,097

Profit/(loss) attributable to:

 

Owners of the company

 

263,959

61,097

Minority interests

 

135,726

-

 

399,685

61,097

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

11

(343,401)

-

Tangible assets

12

1,840,897

50,253

Investments

 

-

1,609,723

 

1,840,897

1,659,976

Current assets

 

Stocks

15

1,173,103

-

Debtors

16

4,949,240

-

Cash at bank and in hand

17

314,315

33,893

 

6,436,658

33,893

Creditors: Amounts falling due within one year

18

(6,035,692)

(1,632,672)

Net current assets/(liabilities)

 

400,966

(1,598,779)

Total assets less current liabilities

 

1,898,462

61,197

Creditors: Amounts falling due after more than one year

18

(177,808)

-

Provisions for liabilities

19

(204,240)

-

Net assets

 

1,516,414

61,197

Capital and reserves

 

Called up share capital

21

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 Board on 27 August 2024 and signed on its behalf by:
 


Mr J Lehrmann
Director

 

SLJL Holdings Limited

(Registration number: 13814410)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

12

36,960

50,253

Investments

13

2,010,000

1,507,500

 

2,046,960

1,557,753

Current assets

 

Debtors

16

205,459

-

Cash at bank and in hand

17

55,246

33,893

 

260,705

33,893

Creditors: Amounts falling due within one year

18

(2,286,511)

(1,632,672)

Net current liabilities

 

(2,025,806)

(1,598,779)

Total assets less current liabilities

 

21,154

(41,026)

Provisions for liabilities

19

(214)

-

Net assets/(liabilities)

 

20,940

(41,026)

Capital and reserves

 

Called up share capital

21

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 Board on 27 August 2024 and signed on its behalf by:
 


Mr J Lehrmann
Director

 

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

100

61,097

61,197

-

61,197

Profit for the year

-

263,959

263,959

135,726

399,685

Dividends

-

-

-

(165,000)

(165,000)

Acquisition of non-controlling interest, increase in equity

-

-

-

1,220,532

1,220,532

At 31 December 2023

100

325,056

325,156

1,191,258

1,516,414

Share capital
£

Retained earnings
£

Total
£

Total equity
£

Profit for the year

-

61,097

61,097

61,097

New share capital subscribed

100

-

100

100

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

100

(41,126)

(41,026)

Profit for the year

-

61,966

61,966

At 31 December 2023

100

20,840

20,940

Share capital
£

Retained earnings
£

Total
£

Loss for the year

-

(41,126)

(41,126)

New share capital subscribed

100

-

100

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

 

399,685

61,097

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

107,060

13,308

Finance income

5

(14)

-

Finance costs

6

23,733

96

Share of (profit)/loss of equity accounted investees

 

5,729

(102,223)

Corporation tax expense

10

177,138

-

 

713,331

(27,722)

Working capital adjustments

 

Decrease in stocks

15

261,673

-

Increase in trade and other debtors

 

(2,735,593)

-

Increase in trade and other creditors

 

2,204,856

1,632,672

Cash generated from operations

 

444,267

1,604,950

Corporation taxes paid

 

(139,527)

-

Net cash flow from operating activities

 

304,740

1,604,950

Cash flows from investing activities

 

Interest received

14

-

Acquisitions of tangible assets

(419,405)

(63,561)

Purchase of subsidiary net of cash acquired

 

363,806

-

Acquisition of investments in joint ventures and associates

 

-

(1,507,500)

Net cash flows from investing activities

 

(55,585)

(1,571,061)

Cash flows from financing activities

 

Interest paid

6

(23,733)

(96)

Proceeds from issue of ordinary shares, net of issue costs

 

-

100

Proceeds from bank borrowing draw downs

 

220,000

-

Dividends paid

(165,000)

-

Net cash flows from financing activities

 

31,267

4

Net increase in cash and cash equivalents

 

280,422

33,893

Cash and cash equivalents at 1 January

 

33,893

-

Cash and cash equivalents at 31 December

17

314,315

33,893

 

SLJL Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
50-54 Oswald Road
Scunthorpe
North Lincolnshire
DN15 7PQ

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 Board on 27 August 2024.

2

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.

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

2023
£

2022
£

Sale of goods

29,335,847

-

 

SLJL Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

4

Operating profit/(loss)

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

145,215

13,308

Amortisation expense

(38,155)

-

Operating lease expense

161,970

-

5

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

14

-

6

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

23,733

-

Interest expense on other finance liabilities

-

96

23,733

96

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

3,505,818

-

Social security costs

336,672

-

Pension costs, defined contribution scheme

263,772

-

Other employee expense

34,698

-

4,140,960

-

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Production

114

-

Administration and support

13

2

127

2

 

SLJL Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

18,000

-

Contributions paid to money purchase schemes

190,000

-

208,000

-

During the year the number of directors who were receiving benefits and share incentives was as follows:

2023
No.

2022
No.

Accruing benefits under money purchase pension scheme

2

2

9

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements of subsidiaries of the company pursuant to legislation

11,650

-


 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2023
£

2022
£

Current taxation

UK corporation tax

75,752

-

UK corporation tax adjustment to prior periods

27,583

-

103,335

-

Deferred taxation

Arising from origination and reversal of timing differences

73,803

-

Tax expense in the income statement

177,138

-

 

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 25% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit before tax

576,823

61,097

Corporation tax at standard rate

144,206

11,608

Decrease from effect of different UK tax rates on some earnings

(4,765)

-

Effect of expense not deductible in determining taxable profit (tax loss)

8,870

1,022

Increase from tax losses for which no deferred tax asset was recognised

5,623

6,036

Deferred tax expense from unrecognised temporary difference from a prior period

73,803

-

Increase in UK and foreign current tax from adjustment for prior periods

27,583

-

Tax (decrease)/increase from effect of capital allowances and depreciation

(76,750)

756

Tax decrease from other short-term timing differences

(1,432)

(19,422)

Total tax charge

177,138

-

Deferred tax

Group

Deferred tax assets and liabilities

2023

Liability
£

Difference between accumulated depreciation and amortisation and capital

204,240

204,240

Company

Deferred tax assets and liabilities

2023

Liability
£

Difference between accumulated depreciation and amortisation and capital

214

214

 

SLJL Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

11

Intangible assets

Group

Negative goodwill

2023
£

Changes arising from new business combinations

(381,556)

Amortisation of negative goodwill

38,155

At 31 December 2023

(343,401)

12

Tangible assets

Group

Freehold land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Expenditure on property
£

Total
£

Cost or valuation

At 1 January 2023

-

4,471

59,090

-

63,561

Additions

-

240,270

179,135

-

419,405

Acquired through business combinations

939,618

560,940

4,311

11,585

1,516,454

At 31 December 2023

939,618

805,681

242,536

11,585

1,999,420

Depreciation

At 1 January 2023

-

1,490

11,818

-

13,308

Charge for the year

16,569

110,557

17,790

299

145,215

At 31 December 2023

16,569

112,047

29,608

299

158,523

Carrying amount

At 31 December 2023

923,049

693,634

212,928

11,286

1,840,897

At 31 December 2022

-

2,981

47,272

-

50,253

 

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

4,471

59,090

63,561

At 31 December 2023

4,471

59,090

63,561

Depreciation

At 1 January 2023

1,490

11,818

13,308

Charge for the year

1,475

11,818

13,293

At 31 December 2023

2,965

23,636

26,601

Carrying amount

At 31 December 2023

1,506

35,454

36,960

At 31 December 2022

2,981

47,272

50,253

13

Investments

Company

2023
£

2022
£

Investments in subsidiaries

2,010,000

-

Investments in joint ventures

-

1,507,500

2,010,000

1,507,500

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

New Century Foods Limited

14 Ram Boulevard
Foxhills Industrial Estate
Scunthorpe
North Lincolnshire
DN15 8QW

England

A shares Ordinary shares

67%
0%

0%
50%

Subsidiary undertakings

The principal activity of New Century Foods Limited is that of specialist bacon curers and wholesalers.

14

Business combinations

On 2 March 2022, SLJL Holdings Limited (Holding company) acquired 50% of the issued share capital of New Century Foods Limited (food processor). On 8 March 2023, a further 17% of the issued share capital was acquired. At this point SLJL Holdings Limited obtained control of New Century Foods Limited.

New Century Foods Limited contributed £29,335,847 revenue and £411,292 to the group's profit for the period between the date of obtaining control and the Balance Sheet date.

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
2023
£

Fair value
2023
£

Assets and liabilities acquired

Financial assets

3,069,949

3,069,949

Stocks

1,434,776

1,434,776

Tangible assets

1,516,453

1,516,453

Financial liabilities

(2,322,596)

(2,322,596)

Total identifiable assets

3,698,582

3,698,582

Goodwill

(381,556)

(381,556)

Total consideration

3,317,026

3,317,026

Satisfied by:

Cash

500,000

500,000

Equity instruments

1,220,532

1,220,532

Other

1,596,494

1,596,494

Total consideration transferred

3,317,026

3,317,026

Cash flow analysis:

Cash consideration

500,000

500,000

Less: cash and cash equivalent balances acquired

(856,302)

(856,302)

Net cash outflow arising on acquisition

(356,302)

(356,302)

The useful life of goodwill is 10 years.

15

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Finished goods and goods for resale

1,173,103

-

-

-

16

Debtors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

4,567,193

-

-

-

Amounts owed by related parties

23

205,459

-

205,459

-

Other debtors

 

29,974

-

-

-

Prepayments

 

78,956

-

-

-

Social security and other taxes

 

67,658

-

-

-

   

4,949,240

-

205,459

-

 

SLJL Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

17

Cash and cash equivalents

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash on hand

1,315

100

100

100

Cash at bank

313,000

33,793

55,146

33,793

314,315

33,893

55,246

33,893

18

Creditors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Due within one year

 

Loans and borrowings

22

42,192

-

-

-

Trade creditors

 

3,797,034

-

-

-

Amounts due to related parties

23

1,793,730

1,632,480

2,282,230

1,632,480

Social security and other taxes

 

132,252

-

-

-

Outstanding defined contribution pension costs

 

28,453

-

-

-

Other creditors

 

80,896

192

4,281

192

Accruals

 

85,383

-

-

-

Corporation tax liability

 

75,752

-

-

-

 

6,035,692

1,632,672

2,286,511

1,632,672

Due after one year

 

Loans and borrowings

22

177,808

-

-

-

19

Provisions for liabilities

Group

Deferred tax
£

Total
£

Increase in existing provisions

73,803

73,803

Increase through business combinations

130,437

130,437

At 31 December 2023

204,240

204,240

Company

Deferred tax
£

Total
£

Increase in existing provisions

214

214

At 31 December 2023

214

214

 

SLJL Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

20

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 £263,772 (2022 - £Nil).

Contributions totalling £28,453 (2022 - £Nil) were payable to the scheme at the end of the year and are included in creditors.

21

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £1 each

100

100

100

100

         

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
Ordinary shares have full rights in the company regarding voting, dividends and capital distribution.

22

Loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Current loans and borrowings

Bank borrowings

42,192

-

-

-

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Non-current loans and borrowings

Bank borrowings

177,808

-

-

-

The bank loan is repayable monthly with final instalment in June 2028. Interest is charged at 2.85% above the base rate.

23

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

-

205,459

205,459

       
     

 

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

SL International Consultancy Limited
 (Company under common control)
 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

New Century Foods Limited
 (Subsidiary)
 At the balance sheet date the amount due to New Century Foods Limited was £488,500 (2022 - nil).