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Andros UK Ltd

Annual Report and Financial Statements
Year Ended 31 December 2023

Registration number: 06661569

 

Andros UK Ltd

Contents

Company Information

1

Strategic Report

2 to 4

Directors' Report

5 to 7

Statement of Directors' Responsibilities

8

Independent Auditor's Report

9 to 12

Profit and Loss Account

13

Balance Sheet

14

Statement of Changes in Equity

15

Statement of Cash Flows

16

Notes to the Financial Statements

17 to 29

 

Andros UK Ltd

Company Information

Directors

J Louet

D G Wilson

Andros Et Cie

Registered office

Lullington Lane
Oldford
Frome
England
BA11 2NQ

Auditors

PKF Francis Clark
Statutory Auditor
Ground Floor
Blackbrook Gate 1
Blackbrook Business Park
Taunton
Somerset
TA1 2PX

 

Andros UK Ltd

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 company is the manufacture and sale of ambient and chilled dairy food products and the import and sale of ambient products.

Fair review of the business

Turnover was up £17,785,216 compared to the previous year (2022: up by £13,418,640). The profit for the year amounted to £5,763,267 (2022: £1,918,848). A dividend of £999,939 (2022: £2,999,816) was paid during the year.

The directors are satisfied with the improved profitability and the continued positive trend in sales. They intend to continue investing and sustain this momentum.

The Bonne Maman brand continues to perform strongly in all sectors where it is involved. Through product innovation and original promotional campaigns, the brand has now achieved retail sales in excess £100m, something few food brands achieve.

A drive in the improvement of the efficiency and productivity of our industrial unit in the UK has helped to improve financial performance while continuing to offer market leading value to our customers. This return to a better level of profitability has allowed the business to invest further in staff, market support and the development of the production facility in order to safeguard the future of its activity. The marked improvement of the company’s liquidity position guarantees this can be pursued and probably accelerated in 2024 at a time when some competitors are reducing their investments.

The increase in profitability has also enabled the company to reinvest into working capital as shown by the increase in net current assets to £17,194,273 (2022: £12,394,605).

The end of the year showed a slowing down of volumes sold, a trend affecting the whole market. Consumption is weaker, a consequence of the inflation consumers have faced over the last two years. We will be monitoring the evolution of volumes carefully has this has a direct impact on the efficiency of the industrial and supply chains.

The aim of the company is to continue to grow profitably, the range and volume of products sold within the UK.

The directors have considered the working capital requirements of the business for the next 12 months and believe that they have sufficient financing in place to enable the company to trade and meet its liabilities as they fall due. The directors of Andros et Cie (the controlling party) have demonstrated their continued support for the period of at least one year from the date of approval of these financial statements.

 

Andros UK Ltd

Strategic Report for the Year Ended 31 December 2023

Financial key performance indicators

The directors have monitored the progress of the overall company strategy and the individual strategic elements by reference to certain financial and non-financial key performance indicators.

Financial:
Growth in turnover: In 2023, turnover increased by 12.9% (2022: increase of 10.7%).
Gross profit margin: This has decreased by 0.3 percentage points to 16.0% (2022: 16.3%).
Cash: This has decreased by 37.8% (2022: increase of 184.5%)

Non-financial:
Average number of employees: This has increased to 249 (2022: 241).

Section 172(1) statement

As required by Section 172 of the Companies Act, a director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard, amongst other matters, to:

The likely consequences of any decision in the long term;

The interest of the company’s employees;

The need to foster the company’s business relationships with suppliers, customers and others;

The impact of the company’s operations on the community and the environment;

The desirability of the company maintaining a reputation for high standards of business conduct; and

The need to act fairly as between members of the company.

The company’s engagement with its stakeholders and consideration of their respective interests is as described below:

Employees:
The directors ensured all employees were aware of the objectives and results of the company through presentations and work council meetings. It has also been their focus to provide a positive work environment for all employees with opportunities for all to grow and achieve their potential. Regular benchmarking with other employers in the respective communities are conducted and comfort the directors in believing Andros UK is a fair employer and rewards their staff appropriately.

Customers and suppliers:
Andros UK collaborate with a variety of customers and our success depends on having the resources and skills necessary to guarantee superior service level, product quality and information availability. Positive KPI in all those domains is a key focus of the company. Andros UK has longstanding relationships with local and international suppliers ensuring conformance of quality, cost competitiveness and sourcing guarantee.

Community and environment:
Andros UK are an important job contributor in the area of Frome and invest regularly in innovative solutions to reduce our impact on the environment.
 

 

Andros UK Ltd

Strategic Report for the Year Ended 31 December 2023

Key decisions

The directors, over the course of the year, made a number of significant decisions impacting the stakeholders. The key decisions were as follows:

Declaration of dividend: the directors of the company made the decision to declare a dividend of £999,939 as a means of return of investment capital to the parent group Andros et Cie without negatively impacting the ability of the company to continue its training activities and capital investment as previously planned.

Development and marketing of new products: the directors have encouraged the politic of innovation that has supported the success of the company over the years. More successful innovations were launched on the market. Successful new product development enhances value to customers, suppliers and owners.

Further investment in production facilities: During the year, an investment was made to increase capacity on site by 15%. It will also be used to introduce new complex desserts. More are planned in 2024.

Principal risks and uncertainties

As described in the review of business above the company was subject to a number of significant challenges in the year to 31 December 2023 and the directors expect these to continue for the foreseeable future. The principal risks and uncertainties faced by the company include;

UK economic uncertainty and pressure on consumers: statistics point towards a reduction in the volumes purchased and such a reduction has an impact on the productivity and efficiency of both the industrial and supply chains. The company will increase its focus on the development, production and proactive marketing of a wide range of products including its own premium Bonne Maman brand in order to mitigate these impacts.

The company permanently adapts its structure and organisation to respond to such events. Agility and responsiveness are traits all employees are striving to maintain. This is achieved through deep engagement with staff of all departments and a policy of fair reward. This capacity to adapt allows the delivery of great value and quality to retailers and consumers.

Approved and authorised by the Board on 10 June 2024 and signed on its behalf by:
 

.........................................
J Louet
Director

 

Andros UK Ltd

Directors' Report for the Year Ended 31 December 2023

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

Directors of the company

The directors who held office during the year were as follows:

J Louet

D G Wilson

Andros Et Cie

Future developments

The directors are pleased with the performance during the year and believe that the company is in a strong position to continue growth in the future.

The directors have considered the working capital needs of the business for the next twelve months and believe they have sufficient financing in place to enable the company to continue to meet its liabilities as they fall due.

The directors of Andros et Cie (the controlling party) have demonstrated their continued support for the period of at least one year from the date of approval of these financial statements.

Accordingly the financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future.

Financial instruments

Objectives and policies

The company's principal financial instruments comprise cash, bank borrowings, finance leasing and various items, such as trade debtors and trade creditors, that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the company's operations.

The existence of these financial instruments exposes the company to a number of financial risks. The main risks arising from the company's financial instruments are liquidity risk, currency risk, interest rate risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.

Price risk, credit risk, liquidity risk and cash flow risk

Liquidity risk
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by overdraft facilities.

Currency risk
The company is exposed to transaction foreign exchange risk. The directors seek, whenever possible, to use sterling as the currency denomination when transacting with foreign suppliers. If considered necessary, transaction exposures, including those associated with forecast transactions, are hedged when known, principally using forward currency contracts. Whilst the aim is to achieve an economic hedge the company does not adopt an accounting policy of hedge accounting for these financial statements.

 

Andros UK Ltd

Directors' Report for the Year Ended 31 December 2023

Interest rate risk
The company finances its operations through a combination of bank borrowings and intercompany loans. The company's exposure to interest rate fluctuations on its borrowings is managed by the use of both fixed and variable rate facilities.

Credit risk
The company seeks to manage its credit risk by dealing with established customers or otherwise checking the credit-worthiness of new customers, establishing clear contractual relationships with those customers, having credit insurance protection and by identifying and addressing any credit issues arising in a timely manner.

Streamlined Energy & Carbon Reporting

As an organisation Andros UK Ltd is part of a larger group where sustainability has been brought to the forefront. Now a core focus of the Andros business, there is a commitment to play an important part in ensuring the safe future of the planet.

The company's greenhouse gas emissions and energy consumption for the period are shown below

2023

2023

2022

2022

tCO2e

KWh

tCO2e

KWh

Emissions from the consumptions of heavy fuel oil

4,852

18,624,249

4,289

15,804,138

Emissions from the consumption of gases

-

15,332

5

25,904

Emissions from business travel in company provided vehicles or where the company is responsible for purchasing fuel

13

50,266

10

36,635

Emissions from purchased electricity

2,117

10,223,575

2,013

10,409,522

6,983

28,913,422

6,317

26,276,199

We have used methodology outlined in accordance with the requirements of Streamlined Energy and Carbon Reporting (SECR) and the companies (Directors Report) and Limited Liabilities Partnership (Energy and Carbon Report) Regulations 2018. In 2022 and 2023 the conversion factors used were from the Environment Agency.

Our total gross CO2e for the period ended 31 December 2023 were 6,983 tCO2e, equating to an intensity ratio 45 tCO2e per £m Turnover (2022 - 46).

In the year ending 31 December 2023 Andros UK implemented the energy saving projects in an effort to make its consumption more efficient.

These included:
• Pipework maintenance to identify and repair steam leaks.
• Installation of new LED lighting and reconfiguration of existing lighting and increase efficiency and reducing air pressure within Venturi pumps to reduce consumption.
• Reducing air pressure within Venturi pumps to reduce consumption.

In addition, more generally
• We have maintained and retained our accreditation to the environmental standard ISO140001.
• We engage in continuous improvement initiatives to reduce energy consumption and carbon emissions as a result of our manufacturing activities, including a review of our input energy sources which is currently in progress.

 

Andros UK Ltd

Directors' Report for the Year Ended 31 December 2023

Qualifying third party indemnity provisions

During the period and up to the date of this report, the company maintained liability insurance and third-party indemnification provisions for its directors, under which the company has agreed to indemnify the directors to the extent permitted by law in respect of all liabilities to third parties arising out of, or in connection with, the execution of their powers, duties and responsibilities as directors of the company.

Post balance sheet events

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

Disclosure of information to the auditors

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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved and authorised by the Board on 10 June 2024 and signed on its behalf by:
 

.........................................
J Louet
Director

 

Andros UK Ltd

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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable United Kingdom 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 company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Andros UK Ltd

Independent Auditor's Report to the Members of Andros UK Ltd

Opinion

We have audited the financial statements of Andros UK Ltd (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 company'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. 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.

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.

 

Andros UK Ltd

Independent Auditor's Report to the Members of Andros UK Ltd

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, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of 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 8, 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 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

Andros UK Ltd

Independent Auditor's Report to the Members of Andros UK Ltd

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the group. We gained an understanding of the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the company’s website for indication of any regulations and certification in place and discussed these with the relevant individuals responsible for compliance. The key regulations we identified were Food Standards Agency regulations, waste regulations, employment law, health and safety and tax legislation. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

We discussed with management how the compliance with these laws and regulations in monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the group’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements.

Reviewing reports from 3rd party inspections and enquiries of management with regard to points raised and (where relevant) action plans developed.

Reviewing legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance.

As part of our enquiries, we discussed with management whether there had been any instances of known or alleged fraud, of which management confirmed there were none.

We assessed the susceptibility of the financial statements to material misstatement through management override or fraud, including in relation to income and expenditure, and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements. The key risks we identified were manipulation of results for commercial purposes and in order to meet parent company expectations. Based upon our understanding we designed and conducted audit procedures including:

Auditing the risk of fraud in revenue recognition, including specific testing in respect of sales cut-off and promotional and overrider creditors.

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.

Because of 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. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, 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.

 

Andros UK Ltd

Independent Auditor's Report to the Members of Andros UK Ltd

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.

......................................
Nicholas Farrant BA MSc FCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Ground Floor
Blackbrook Gate 1
Blackbrook Business Park
Taunton
Somerset
TA1 2PX

10 June 2024

 

Andros UK Ltd

Profit and Loss Account

Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

3

156,108,891

138,323,675

Cost of sales

 

(126,821,793)

(115,833,488)

Gross profit

 

29,287,098

22,490,187

Distribution costs

 

(8,245,586)

(8,394,925)

Administrative expenses

 

(14,977,429)

(13,819,943)

Operating profit

4

6,064,083

275,319

Other interest receivable and similar income

8

146,630

17,639

Interest payable and similar expenses

9

(39,543)

(19,031)

   

107,087

(1,392)

Profit before tax

 

6,171,170

273,927

Tax on profit

10

(407,903)

1,644,921

Profit for the financial year

 

5,763,267

1,918,848

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

 

Andros UK Ltd

Balance Sheet

31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

11

13,315,539

13,351,879

Current assets

 

Stocks

12

10,608,041

9,225,102

Debtors

13

31,555,796

31,224,508

Cash at bank and in hand

14

2,909,808

4,681,392

 

45,073,645

45,131,002

Creditors: Amounts falling due within one year

15

(27,879,372)

(32,736,397)

Net current assets

 

17,194,273

12,394,605

Net assets

 

30,509,812

25,746,484

Capital and reserves

 

Called up share capital

19

20,475,411

20,475,411

Profit and loss account

10,034,401

5,271,073

Shareholders' funds

 

30,509,812

25,746,484

Approved and authorised by the Board on 10 June 2024 and signed on its behalf by:
 

.........................................
J Louet
Director

Company Registration Number: 06661569

 

Andros UK Ltd

Statement of Changes in Equity

Year Ended 31 December 2023

Share capital
£

Profit and loss account
£

Total
£

At 1 January 2023

20,475,411

5,271,073

25,746,484

Profit for the year

-

5,763,267

5,763,267

Dividends

-

(999,939)

(999,939)

At 31 December 2023

20,475,411

10,034,401

30,509,812

Share capital
£

Profit and loss account
£

Total
£

At 1 January 2022

20,475,411

6,352,041

26,827,452

Profit for the year

-

1,918,848

1,918,848

Dividends

-

(2,999,816)

(2,999,816)

At 31 December 2022

20,475,411

5,271,073

25,746,484

 

Andros UK Ltd

Statement of Cash Flows

Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit for the year

 

5,763,267

1,918,848

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

1,745,272

2,333,857

Finance income

8

(146,630)

(17,639)

Finance costs

9

39,543

19,031

Income tax expense

10

407,903

(1,644,921)

 

7,809,355

2,609,176

Working capital adjustments

 

Increase in stocks

12

(1,382,939)

(637,523)

Increase in debtors

13

(652,191)

(2,900,304)

(Decrease)/increase in creditors

15

(5,746,926)

8,636,121

Cash generated from operations

 

27,299

7,707,470

Income taxes received

10

-

52,921

Net cash flow from operating activities

 

27,299

7,760,391

Cash flows from investing activities

 

Interest received

8

146,630

17,639

Acquisitions of tangible assets

(1,708,932)

(1,412,855)

Net cash flows from investing activities

 

(1,562,302)

(1,395,216)

Cash flows from financing activities

 

Interest paid

9

(39,543)

(19,031)

Dividends paid

20

(999,939)

(2,999,816)

Net cash flows from financing activities

 

(1,039,482)

(3,018,847)

Net (decrease)/increase in cash and cash equivalents

 

(2,574,485)

3,346,328

Cash and cash equivalents at 1 January

 

4,681,392

1,335,064

Cash and cash equivalents at 31 December

 

2,106,907

4,681,392

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

1

General information

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

The address of its registered office is:
Lullington Lane
Oldford
Frome
England
BA11 2NQ

These financial statements were authorised for issue by the Board on 10 June 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 UK and Republic of Ireland' and the Companies Act 2006. There are no material departures from FRS 102.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

The company's functional and presentational currency is GBP.

Going concern

After reviewing the company’s financial information for the year ended 31 December 2023 and for the quarter ended 31 March 2024, forecasts for 31 December 2024 and longer-term plan to 2025, it has been deemed a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future being no less than 12 months from the date of approval of these financial statements.

With the continuing concerns around consumption and the wider performance of the UK economy the directors recognise that there could be adverse changes in UK food market and retailer performance and this could adversely affect the results and cash flows of the company. This is being managed by continued focus on the plan for growth and diversification to meet changing customer and end-consumer needs. Continual review of the company’s realised sales figures, margins and forecasts aids the effort to gain new supply contracts and ensure that existing contracts continue in the foreseeable future. The directors have therefore adopted the going concern basis in preparing these financial statements

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

Key accounting judgements and sources of estimation uncertainty

In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The key accounting judgement that has a significant impact on these financial statements is that of going concern, as described above.

Further key estimates that have a significant effect on the amounts recognised in the financial statements are described below:

Tangible fixed assets are carried at cost, less accumulated depreciation and any subsequent accumulated impairment loss. This requires an estimate of the depreciation rates used as well as assessment of the ongoing economic contribution and physical condition of the assets as to whether an indicator of impairment has occurred. The carrying amount is £13,315,539 (2022 -£13,351,879).

A key estimate that has a significant effect on the amounts recognised in the financial statements is the recognition of overrider and promotional creditors. The carrying amount is £3,233,032 (2022 -£3,841,725).

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 company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when:
- The amount of revenue can be reliably measured;
- It is probable that future economic benefits will flow to the entity;
- The company has transferred the significant risks and rewards of ownership to the buyer, usually on delivery of the goods; and
- The costs incurred or to be incurred in respect of the transaction can be measured reliably.

Finance income and costs policy

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

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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 corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

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, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold property

10 to 25 years straight line

Plant and machinery

3 to 10 years straight line

Motor vehicles

3 to 10 years straight line

Fixtures and fittings

10 years straight line

Office equipment

3 years straight line

Computer equipment

3 to 10 years straight line

Constuction in progress

Not depreciated

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

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 stocks 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.

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.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company 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.

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Intercompany debtors and creditors; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Short term trade, intercompany and other debtors and creditors and cash and bank balances are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

 

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

3

Turnover

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

2023
£

2022
£

Sale of goods

156,108,891

138,323,675

The analysis of the company's Turnover for the year by market is as follows:

2023
£

2022
£

UK

154,888,315

137,166,917

Europe

1,220,576

1,156,758

156,108,891

138,323,675

4

Operating profit

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

1,745,945

2,333,857

Research and development cost

113,444

156,434

Foreign exchange (gains)/losses

(7,659)

26,132

Operating lease expense - plant and machinery

252,158

224,049

5

Staff costs

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

2023
£

2022
£

Wages and salaries

9,669,298

8,976,372

Social security costs

1,017,669

996,202

Pension costs, defined contribution scheme

701,483

703,728

11,388,450

10,676,302

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

2023
No.

2022
No.

Production

187

178

Administration and support

42

42

Distribution

20

21

249

241

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

6

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

579,368

593,277

Contributions paid to money purchase schemes

25,241

20,724

604,609

614,001

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

In respect of the highest paid director:

2023
£

2022
£

Remuneration

498,647

486,800

Company contributions to money purchase pension schemes

8,496

3,979

7

Auditor's remuneration

2023
£

2022
£

Audit of the financial statements

42,617

36,750

Other fees to auditors

Taxation compliance services

6,879

5,500

All other assurance services

2,156

2,000

9,035

7,500


 

8

Other interest receivable and similar income

2023
£

2022
£

Other finance income

146,630

17,639

9

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

39,543

19,031

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

10

Taxation

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

2023
£

2022
£

Current taxation

UK corporation tax

87,000

(52,921)

Deferred taxation

Arising from origination and reversal of timing differences

320,903

-

Arising from changes in tax rates and laws

-

(381,977)

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

-

(1,210,023)

Total deferred taxation

320,903

(1,592,000)

Tax expense/(receipt) in the income statement

407,903

(1,644,921)

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 23.52% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit before tax

6,171,170

273,927

Corporation tax at standard rate

1,451,493

52,046

Effect of revenues exempt from taxation

(487)

-

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

3,834

2,086

UK deferred tax expense/(credit) relating to changes in tax rates or laws

91,592

(381,977)

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

(1,226,127)

(1,291,992)

Tax increase from effect of capital allowances and depreciation

87,598

27,837

Tax decrease from effect of adjustment in research and development tax credit

-

(52,921)

Total tax charge/(credit)

407,903

(1,644,921)

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

Deferred tax

Deferred tax assets and liabilities

2023

Asset
£

Liability
£

Fixed asset timing differences

-

742,903

Losses

3,053,000

-

3,053,000

742,903

2022

Asset
£

Liability
£

Fixed asset timing differences

-

547,000

Losses

3,178,000

-

3,178,000

547,000

An increase in the long-term UK corporation tax rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. Deferred tax balances have been remeasured to reflect this higher long-term rate, with differences recognised in the prior year tax credit.

Unrelieved tax losses of £42,788,359 (2022 - £48,201,272) remain available to offset against future trading profits, subject to HM Revenue and Customs approval.

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

11

Tangible assets

Land and buildings
£

Fixtures and fittings
 £

Motor vehicles
 £

Assets under construction
 £

Plant and machinery
£

Office equipment
£

Computer equipment
£

Total
£

Cost or valuation

At 1 January 2023

14,780,804

3,729,053

24,215

522,690

49,209,649

46,813

1,046,277

69,359,501

Additions

-

2,752

-

1,706,180

-

-

-

1,708,932

Disposals

-

(123,799)

-

-

-

(46,813)

(271,007)

(441,619)

Transfers

5,012

92,861

-

(652,841)

431,892

-

123,076

-

At 31 December 2023

14,785,816

3,700,867

24,215

1,576,029

49,641,541

-

898,346

70,626,814

Depreciation

At 1 January 2023

9,528,426

3,199,005

23,467

-

42,174,526

46,813

1,035,385

56,007,622

Charge for the year

384,560

144,673

748

-

1,179,149

-

36,142

1,745,272

Eliminated on disposal

-

(123,799)

-

-

-

(46,813)

(271,007)

(441,619)

At 31 December 2023

9,912,986

3,219,879

24,215

-

43,353,675

-

800,520

57,311,275

Carrying amount

At 31 December 2023

4,872,830

480,988

-

1,576,029

6,287,866

-

97,826

13,315,539

At 31 December 2022

5,252,378

530,048

748

522,690

7,031,123

-

14,892

13,351,879

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

Included within the net book value of land and buildings above is £4,872,830 (2022 - £Nil) in respect of freehold land and buildings and £Nil (2022 - £5,252,378) in respect of long leasehold land and buildings. During the year, the freehold land was acquired for £nil consideration.
 

12

Stocks

2023
£

2022
£

Raw materials and consumables

5,433,552

5,577,337

Work in progress

201,612

127,559

Finished goods and goods for resale

4,972,877

3,520,206

10,608,041

9,225,102

13

Debtors

Note

2023
£

2022
£

Trade debtors

 

26,502,157

25,436,877

Amounts due from group undertakings

 

1,549,657

1,400,220

Other debtors

 

844,383

815,753

Prepayments

 

349,502

940,658

Deferred tax assets

10

2,310,097

2,631,000

 

31,555,796

31,224,508

Details of trade and other debtors

£147,089 (2022 -£147,089) of Lease deposit is classified as non current. Included within other debtors is a lease deposit which is due for repayment on the expiry of the lease in 2026.

14

Cash and cash equivalents

2023
£

2022
£

Cash at bank

2,909,808

4,681,392

Bank overdrafts

(802,901)

-

Cash and cash equivalents in statement of cash flows

2,106,907

4,681,392

Analysis of net debt

At 1 January 2022

Cash flow

At 31 December 2022

£

£

£

Cash at bank and on hand

4,681,392

(1,771,584)

2,909,808

Bank overdraft

-

(802,901)

(802,901)

Net debt

4,681,392

(2,574,485)

2,106,907

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

15

Creditors

Note

2023
£

2022
£

Due within one year

 

Loans and borrowings

16

802,901

-

Trade creditors

 

3,684,024

7,628,185

Amounts due to group undertakings

 

15,553,052

17,095,627

Social security and other taxes

 

282,452

246,741

Other creditors

 

3,267,782

3,915,447

Accruals

 

4,202,161

3,850,397

Corporation tax

10

87,000

-

 

27,879,372

32,736,397

16

Loans and borrowings

2023
£

2022
£

Current loans and borrowings

Bank overdrafts

802,901

-

Bank borrowings

The overdraft is secured by a fixed and floating charge over the assets of the company.

17

Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

296,494

246,736

Later than one year and not later than five years

560,335

702,549

856,829

949,285

The amount of non-cancellable operating lease payments recognised as an expense during the year was £399,260 (2022 - £358,349).

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

18

Pension scheme

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £701,483 (2022 - £703,728).

Contributions totalling £28,494 (2022 - £69,222) were payable to the scheme at the end of the year.

19

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £0.55 each

37,228,020

20,475,411

37,228,020

20,475,411

         

20

Dividends

Final dividends paid

   

2023
£

 

2022
£

Final dividend on ordinary shares

 

999,939

 

2,999,816

         

21

Parent and ultimate parent undertaking

The company's immediate parent is Andros et Cie, incorporated in France.

 

The parent of the smallest and largest group in which these financial statements are consolidated is Andros et Cie, incorporated in France.

The address of Andros et Cie is
Zone Industrielle, Biars-Sur-Cere, 46130

No individual owns 25% or more of the share capital of Andros et Cie, therefore the directors' view is that there is no ultimate controlling party.

 

Andros UK Ltd

Notes to the Financial Statements

Year Ended 31 December 2023

22

Related party transactions

The company has taken advantage of the exemption in FRS 102 from disclosing transactions with other wholly-owned members of the Andros et Cie group.

During the year the company made purchases from a fellow group company (non wholly-owned) of £36,347 (2022: £Nil). The balance outstanding at year end was £Nil (2022: £Nil).

Key management compensation

2023
£

2022
£

Salaries and other short term employee benefits

1,480,418

1,472,232