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Hill Biscuits Limited

Registered number: 00088544
Annual report and
 financial statements
For the year ended 31 December 2023

 
HILL BISCUITS LIMITED
 
 
COMPANY INFORMATION


Directors
B J Ward-Banner 
F E Bird (appointed 20 June 2023)
T Meadows (appointed 5 October 2023)
M Burden (appointed 30 July 2024)
J B Fonts Cavestany (appointed 10 September 2024)




Registered number
00088544



Registered office
Tudno Mill
Smith Street

Ashton-Under-Lyne

Lancashire

OL7 0DB




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

One St. Peter's Square

Manchester

M2 3DE





 
HILL BISCUITS LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 4
Directors' Report
 
5 - 7
Independent Auditor's Report
 
8 - 11
Statement of Comprehensive Income
 
12
Statement of Financial Position
 
13
Statement of Changes in Equity
 
14
Notes to the Financial Statements
 
15 - 30


 
HILL BISCUITS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their report for the year ended 31 December 2023.

Business review
 
In the year ended 31 December 2023 the business reported further rapid progress in delivering the enhancements from its operational efficiency programme with year on year production increasing by in excess of 39%, together with growth in both sales and profitability. Following difficult trading in both 2021 and 2022, as a result of the challenging economic environment and escalating commodity prices, the year ended 31 December 2023 represented a stabilisation of gross profit margins, which combined with the further progress in securing additional revenue across both private label and the Hill brand resulted in a marked improvement in profitability. The progress reported in the year ended 31 December 2023 was assisted by strengthening the management team, bringing in commercial and operational experience to help drive growth and operation efficiency.
The revenue in the year ended 31 December 2023 was over 44% higher than the comparative in 2022, driven by a combination of both volume growth and increases in average selling prices in order to recover broad-based cost inflation which had suppressed margins in the previous year. Revenue growth was reported in both private label and Hill brand, with the Hill brand accounting for over 36% of total sales. The business continued to work with a range of customers across discount retail, foodservice, wholesale and business to business in order to maintain a broad spread of business together with a balance between Hill brand and private label sales. The most notable growth in revenue in 2023 came from the Hill brand which reported sales growth of over 66% against the previous year which the directors believe means that the Hill brand has continued to capture market share from competitors.
The increase in the average selling prices in 2023 reflected the delayed recovery of cost inflation from customers which fed into sustained margin pressure for food manufacturers in 2021 and 2022, as the complex supply chains took time to adjust to the rapid cost inflation. The extraordinarily rapid increases in commodity prices during the preceding two years proved challenging to pass on to customers in a timely manner given the competitive commercial landscape, which had the inevitable impact of reducing the gross margins, with 2023 representing a return to more sustainable gross margins as customer price increases were secured to recover accumulated cost inflation.
As a business the year ended 31 December 2023 represented a significant step forward across all key metrics of operating and financial performance, with a sustained increase in production output levels, a step-change in revenue and a resultant increase in profitability as the efficiency programmes, price increases, revenue growth and some stabilisation in commodity inflation all combined to enhance the financial results of the business.
Following the successful performance in 2023, the business has continued to make progress. The advancement made in 2023 in operational and financial performances have been continued, supported by increased sales volumes, higher production outputs and waste reduction initiatives combined with improved employee engagement and people development. The business has continued to drive further growth in production, revenue and financial performance in the current year.
During 2023 the management team continued to build on the to successfully implementation of the operational efficiency gains and deliver further enhancements in productivity, building upon the work done during 2022 through clear strategies to drive profitable growth. Combined with working closely with key customers and suppliers, supported by focused operational improvements and investment projects the business delivered a substantial year on year improvement 
 
- 1 -

 
HILL BISCUITS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

The operational enhancements made in the recent past, together with increases in the Company’s market share resulted in a notable year on year improvement in the financial performance of the Company. The directors consider that the alignment of the business with, amongst others, the key discount channels and the growing food service sector will present further opportunities in the context of the ongoing squeeze on living standards as consumers are likely to continue the shift seen towards better value own label and challenger brand products.
The Company has continued to develop its strategy of spreading sales over a number of key market areas in order to reduce risk and balance the business between Hill brand and private label by increasing the distribution of the Hill brand across retail, discount channels, wholesale, cash and carry and food service.
The Company continues to focus on delivering excellent customer service, manufacturing high quality every-day biscuits and ensuring that it retains a commercial balance between the importance of driving forward the growth in the Hill Biscuits brand and working in partnership with our valued private label customers.
The directors consider that the business has once again demonstrated incredible resilience and adaptability, and we are pleased to report that the business has continued to provide customers with excellent levels of service and product availability. During the year ended 31 December 2023 the business celebrated 130 years of history trading from its current site in Ashton-under-Lyne and the directors wish to once again extend their heartfelt thanks to the dedicated workforce who are the backbone of the business, and we look forward to celebrating the 170th anniversary of the founding of the business in 2025.
The business has continued to work closely with its key customers to build on the strength and longevity of our trading relationships to position the business for further growth into the future.
On 30 July 2024 the business was acquired by Cerealto UK Limited, and the directors would like to formally acknowledge the support provided by LDC during their seven year partnership with the business. The directors look forward to the continued investment and development of Hill Biscuits under the ownership of Cerealto.

Future developments
 
Following the acquisition of the Company on 30 July 2024, the future financing of the Company will be provided by a combination of operating cashflows, external debt providers and the support of the Cerealto Group as required in order to provide the Company with the financial resources required to continue to implement the growth plans and to ensure that it is able to supply high quality everyday biscuits at competitive prices. The Company continues to see opportunities to pursue further UK and international sales growth of its current portfolio and to capitalise on the new product development (including through collaboration with the wider Cerealto Group) to address developing market trends, to include new product, new pack formats and to further develop the Hill brand. The ability to be agile and to quickly implement new offerings once opportunities are identified is a key strength of the business, further driving its competitive edge.
The directors consider that the Company is well placed to take advantage of growth opportunities both in the UK and Internationally. The directors remain confident that the business will continue to develop both its sales and profitability in the coming years with implementation of the strategic plans.
 
- 2 -

 
HILL BISCUITS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Financial key performance indicators
The year ended 31 December 2023 was a year in which despite a number of challenges as a result of cost inflation over recent years, the business reported a significant improvement in its financial performance.
The results for the year ended 31 December 2023 included a number of one off and restructuring costs. Further details of the one-off costs incurred can be found in the notes to the accounts.
A selection of the Company's key performance indicators is detailed below:


2023
2022
Year on year change

£
£
£
Turnover
38,010,777
26,336,984
11,673,793
Gross Margin
23.89%
18.55%
5.34%
EBITDA*
3,706,107
536,178
3,169,929
EBITDA % of sales*
9.75%
1.94%
7.0%

* (pre exceptional, monitoring, other group expenses, exchange gains/loss and bank charges)

Other key performance indicators
 
The Company has a very strong and diverse customer base and carefully controls its potential credit risks. The use of business information, along with the support of credit insurance providers, significantly reduces the risk of bad debts.
The turnover movements by region were as follows.  


Growth %
Growth
2023
2022


£
£
£
United Kingdom
50.02%
11,626,764
34,869,774
23,243,010
Rest of Europe
(8.07%)
(127,358)
1,451,233
1,578,591
Rest of world
11.51%
174,387
1,689,770
1,515,383
Turnover
44.32%
11,673,793
38,010,777
26,336,984
- 3 -

 
HILL BISCUITS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties, other information and explanations
Business performance
The market in which the Company operates is fiercely competitive with a range of pricing and promotional strategies being adopted by competitors that may impact on the future business performance.
Mitigation
The Company continues to focus on operational efficiencies and strategic improvement initiatives in order to remain competitive. In addition, raw material market trends are constantly monitored to ensure that the finished goods, raw material inventories and forward cover remain appropriate. The Company works closely with its customers and suppliers to adapt to changes in the operating environment and the commodity markets.
Commodity price risks
Future commodity prices are always unpredictable, and any significant upward movements will inevitably have a short to medium term impact on the business. Raw materials remain volatile which continues which continue to result in price inflation presenting challenges to all food producers as the commodity price and wage cost increases have been broadly based. It is currently difficult to predict the likely levels and trends in commodity prices. Commodity price volatility has continued into 2024, albeit not to the same levels seen in the preceding two years.
Mitigation
Commodity prices are closely monitored and the business seeks to put in place forward cover for its raw material requirements with key suppliers in order to reduce volatility. Changes in commodity prices may create pressure on margins given the competitive trading environment which makes securing price increases to recover commodity price inflation challenging. However, the Company endeavours to keep ahead of the trends and attempts to level out the fluctuations through careful forward planning, agreements with key raw material suppliers, targeted procurement initiatives and close monitoring of commodity prices.


This report was approved by the board on 25 September 2024 and signed on its behalf.



B J Ward-Banner
Director

- 4 -

 
HILL BISCUITS LIMITED
 
 
 
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' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,841,538 (2022 - loss £199,298).

Directors

The directors who served during the year were:

S Wetherby (resigned 16 April 2024)
B J Ward-Banner 
S F Greenhalgh (resigned 30 July 2024)
S Worth (resigned 30 July 2024)
F E Bird (appointed 20 June 2023)
T Meadows (appointed 5 October 2023)

- 5 -

 
HILL BISCUITS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern

Whilst the Group has reported a profit of £0.057m (2022: loss of £2.172m) and has net liabilities of £10.283m (2022: £10.340m) Hill Biscuits Limited continues to be in a net asset position £8.063m (2022: £6.127m). The consolidated results reflect non cash goodwill amortisation of £0.515m (2022: £0.515m) and interest of £1.380m (2022: £1.236m).
These financial statements have been prepared on a going concern basis. The current economic conditions present risks for all businesses. In response to such conditions, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis.
The directors have confirmed that they believe that the Group will be operating on a going concern basis. The Group has access to finance to cover any additional funding requirements from any reasonably foreseeable scenarios.
Based on this assessment, the directors consider that the Group maintains an appropriate level of liquidity sufficient to meet the demands of the business. In addition, the Group's assets are assessed for recoverability on a regular basis, the directors consider that the Group is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Group's ability to continue as a going concern. Thus the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

Future developments

Following the acquisition of the Group on 30 July 2024, the future financing of the Group will be provided by a combination of operating cashflows, external debt providers and the support of the Cerealto Group as required in order to provide support of the business with the financial resources required to implement the management team's growth plans. The directors consider that the business is well placed to take advantage of growth opportunities both in the UK and Internationally by continuing to work closely with its customer base and to extend the reach of the Hill Biscuits brand.

Research and development activities

Research and development is undertaken by the Company in relation to efficiencies of the biscuit manufacturing process.

Engagement with employees

At Hill Biscuits Limited we value all our staff and their contribution irrespective of age, sex, disability, race, colour, religion or ethnic origin. We believe in the fair treatment of all people at all times and the continued development of our employees.
Health and safety issues are continually reviewed and improved as necessary to ensure a comfortable and safe working environment for all our staff.
Works committee meeting with noted actions are held where staff representatives can discuss with directors any areas for concern and also be made aware of current and future Company developments.

- 6 -

 
HILL BISCUITS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and

the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

On 30 July 2024, the Company was acquired by Cerealto UK Ltd, a company incorporated in England and Wales. From that date, the directors consider the ultimate controlling party to be Cerealto Global, S.L., a company registered in Spain.

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 25 September 2024 and signed on its behalf.
 





B J Ward-Banner
Director

- 7 -

 
HILL BISCUITS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HILL BISCUITS LIMITED
 

Opinion

We have audited the financial statements of Hill Biscuits Limited (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

give a true and fair view of the state of the 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’s responsibilities for the audit of the financial statements" section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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.
- 8 -

 
HILL BISCUITS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HILL BISCUITS 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
 
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
- 9 -

 
HILL BISCUITS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HILL BISCUITS LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.  

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.  
- 10 -

 
HILL BISCUITS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HILL BISCUITS LIMITED
 

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. 

We evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut off assertion) and significant one-off or unusual transactions. 

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit report

This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.




John Daly (Senior Statutory Auditor)

  
for and on behalf of

Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
One St. Peter's Square
Manchester
M2 3DE

25 September 2024
- 11 -

 
HILL BISCUITS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
38,010,777
26,336,984

Cost of sales
  
(28,928,243)
(21,451,902)

Gross profit
  
9,082,534
4,885,082

Distribution costs
  
(1,755,472)
(1,294,194)

Administrative expenses
  
(4,570,737)
(3,699,264)

Exceptional administrative expenses
 11 
(345,190)
(142,808)

Operating profit/(loss)
 5 
2,411,135
(251,184)

Interest payable and similar expenses
 9 
(170,865)
(87,925)

Profit/(loss) before tax
  
2,240,270
(339,109)

Tax on profit/(loss)
 10 
(398,732)
139,811

Profit/(loss) for the financial year
  
1,841,538
(199,298)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022: £NIL).

The notes on pages 15 to 30 form part of these financial statements.

- 12 -

 
HILL BISCUITS LIMITED
REGISTERED NUMBER: 00088544

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
8,842,008
8,854,624

  
8,842,008
8,854,624

Current assets
  

Stocks
 13 
3,057,573
1,683,695

Debtors: amounts falling due within one year
 14 
5,808,659
5,330,809

Cash at bank and in hand
 15 
111,587
209,913

  
8,977,819
7,224,417

Creditors: amounts falling due within one year
 16 
(8,286,387)
(8,880,871)

Net current assets/(liabilities)
  
 
 
691,432
 
 
(1,656,454)

Total assets less current liabilities
  
9,533,440
7,198,170

Provisions for liabilities
  

Deferred tax
 17 
(1,470,038)
(1,071,306)

Net assets
  
8,063,402
6,126,864


Capital and reserves
  

Called up share capital 
 18 
422,104
421,154

Share premium account
 19 
391,254
297,204

Capital Redemption Reserve
 19 
132,144
132,144

Revaluation reserve
 19 
115,541
117,519

Profit and loss account
 19 
7,002,359
5,158,843

  
8,063,402
6,126,864


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2024.




B J Ward-Banner
Director

The notes on pages 15 to 30 form part of these financial statements.

- 13 -

 
HILL BISCUITS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£
£
£


At 1 January 2022
421,154
297,204
132,144
119,497
5,356,163
6,326,162


Comprehensive loss for the year

Loss for the year
-
-
-
-
(199,298)
(199,298)
Total comprehensive loss for the year
-
-
-
-
(199,298)
(199,298)

Transfer from revaluation reserve
-
-
-
(1,978)
1,978
-



At 1 January 2023
421,154
297,204
132,144
117,519
5,158,843
6,126,864


Comprehensive loss for the year

Profit for the year
-
-
-
-
1,841,538
1,841,538
Total comprehensive loss for the year
-
-
-
-
1,841,538
1,841,538


Contributions by and distributions to owners

Shares issued during the year
950
94,050
-
-
-
95,000

Transfer from revaluation reserve
-
-
-
(1,978)
1,978
-


At 31 December 2023
422,104
391,254
132,144
115,541
7,002,359
8,063,402


The notes on pages 15 to 30 form part of these financial statements.

- 14 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Hill Biscuits Limited ("the Company") is a private company limited by shares incorporated in the England and Wales. The registered office and principal place of business is Tudno Mill, Smith Street, Ashton-Under-Lyne, Lancashire, OL7 0DB.
The principal activity of the Company during the year was the manufacture and sale of biscuits.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Ginger Acquisition Company Limited as at 31 December 2023 and these financial statements may be obtained from Tudno Mill, Smith Street, Ashton-Under-Lyne, Lancashire, OL7 0DB.

- 15 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

Whilst the Group has reported a profit of £0.057m (2022: loss of £2.172m) and has net liabilities of £10.283m (2022: £10.340m) Hill Biscuits Limited continues to be in a net asset position £8.063m (2022: £6.127m). The consolidated results reflect non cash goodwill amortisation of £0.515m (2022: £0.515m) and interest of £1.380m (2022: £1.236m).
These financial statements have been prepared on a going concern basis. The current economic conditions present risks for all businesses. In response to such conditions, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis.
The directors have confirmed that they believe that the Group will be operating on a going concern basis. The Group has access to finance to cover any additional funding requirements from any reasonably foreseeable scenarios.
Based on this assessment, the directors consider that the Group maintains an appropriate level of liquidity sufficient to meet the demands of the business. In addition, the Group's assets are assessed for recoverability on a regular basis, the directors consider that the Group is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Group's ability to continue as a going concern. Thus the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

- 16 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Finance costs

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

- 17 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

- 18 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2%
straight line (on buildings only)
Plant and machinery
-
3%
- 20% straight line
Fixtures and fittings
-
25%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Land is not depreciated.

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

- 19 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.


 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 
- 20 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.17
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

- 21 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the directors are required to make judgments, estimates, and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors believe that the critical accounting policy where judgments or estimates are necessarily applied is the useful expected lives of property, plant and equipment.


4.


Turnover

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
34,869,774
23,243,010

Rest of Europe
1,451,233
1,578,591

Rest of the world
1,689,770
1,515,383

38,010,777
26,336,984



5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
634,736
618,423

Exchange differences
5,743
11,660

Defined contribution pension cost
166,721
166,673

- 22 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements

24,250
21,750


7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
9,568,063
6,854,023

Social security costs
890,483
626,835

Cost of defined contribution scheme
166,721
166,673

10,625,267
7,647,531


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Production staff
318
237



Management and administration
20
15

338
252

- 23 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
274,262
388,590

Company contributions to defined contribution pension schemes
52,736
45,031

326,998
433,621


During the year retirement benefits were accruing to 4 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £138,208 (2022 - £145,662).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,475 (2022 - £2,692).


9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
170,865
87,925


10.


Taxation


2023
2022
£
£

Corporation tax


Adjustments in respect of previous periods
-
(67,327)


Total current tax
-
(67,327)

Deferred tax


Origination and reversal of timing differences
407,145
(72,484)

Adjustments in respect of prior periods
(8,413)
-


Taxation on profit/(loss) on ordinary activities
398,732
(139,811)
- 24 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit/(loss) on ordinary activities before tax
2,240,270
(339,109)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
526,912
(64,431)

Effects of:


Expenses not deductible for tax purposes
12,368
2,850

Fixed asset differences
7,660
6,369

Adjustments to tax charge in respect of prior periods
-
(67,327)

Adjustment to tax charge in respect of previous periods - deferred tax
(8,413)
-

Remeasurement of deferred tax for changes in tax rates
24,107
(17,397)

Other differences leading to an increase (decrease) in the tax charge
-
125

Group relief (claimed)
(163,902)
-

Total tax charge for the year
398,732
(139,811)


Factors that may affect future tax charges

The rate of corporation tax in the United Kingdom has increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.


11.


Exceptional items

2023
2022
£
£


Anniversary Party
30,078
18,416

Recruitment costs
84,484
59,768

Redundancy costs and termination payments
60,363
43,530

Gift vouchers
13,859
-

Other
156,406
21,094

345,190
142,808

- 25 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Tangible fixed assets





Freehold property
Plant and machinery
Fixtures and fittings
Total

£
£
£
£



Cost


At 1 January 2023
1,841,864
13,003,170
583,353
15,428,387


Additions
-
525,551
96,569
622,120



At 31 December 2023

1,841,864
13,528,721
679,922
16,050,507



Depreciation


At 1 January 2023
519,241
5,495,784
558,738
6,573,763


Charge for the year
35,210
572,822
26,704
634,736



At 31 December 2023

554,451
6,068,606
585,442
7,208,499



Net book value



At 31 December 2023
1,287,413
7,460,115
94,480
8,842,008



At 31 December 2022
1,322,623
7,507,386
24,615
8,854,624


13.


Stocks

2023
2022
£
£

Raw materials and consumables
1,003,058
280,462

Work in progress
208,082
205,330

Finished goods
1,846,433
1,197,903

3,057,573
1,683,695


- 26 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Debtors

2023
2022
£
£


Trade debtors
4,558,428
4,392,597

Other debtors
176,173
209,875

Prepayments and accrued income
1,074,058
728,337

5,808,659
5,330,809



15.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
111,587
209,913



16.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
3,633,198
3,464,958

Amounts owed to group undertakings
802,592
2,031,215

Other taxation and social security
236,331
398,462

Proceeds of invoice discounting
2,362,505
2,254,525

Other creditors
108,284
79,506

Accruals and deferred income
1,143,477
652,205

8,286,387
8,880,871


Invoice discounting creditors are secured over the trade debtors to which they relate. 
Amounts owed to group undertakings are interest free and repayable on demand.

- 27 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Deferred taxation




2023
2022


£

£






At beginning of year
(1,071,306)
(1,143,790)


Charged to profit or loss
(398,732)
72,484



At end of year
(1,470,038)
(1,071,306)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Fixed asset timing differences
(1,477,441)
(1,388,154)

Short term timing differences
7,403
316,848

(1,470,038)
(1,071,306)

- 28 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



421,154 (2022 - 421,154) Ordinary shares of £1.00 each
421,154
421,154
950 (2022 - 0) B Ordinary shares of £1.00 each
950
-

422,104

421,154


On 12 April 2017 16,000 ordinary shares were issued upon exercise of share options. The shares were purchased at £3.70 per share. The company has no share options outstanding at the balance sheet date.
Ordinary shares have attached to them full voting rights, dividend and capital contribution rights. They do not confer any rights of redemption.
B Ordinary shares have attached to them capital distribution rights (including on winding up). They do not confer any voting rights or rights to dividends or rights of redemption.


19.


Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Revaluation reserve

The revaluation reserve represents the historical, pre FRS 102, cumulative revaluation gains on land and buildings. This is maintained separately from the profit and loss account in order to ring-fence non-distributable reserves.

Capital redemption reserve

Capital redemption reserve is a non-distributable reserve and represents amounts in respect of own shares purchased by the Company.

Profit and loss account

This represents the cumulative profits and losses recognised by the Company.


20.


Pension commitments

The Company operates a defined contribution pension plan for all employees of the company. Contributions made into this plan are paid by the company at rates specified in the rules of the scheme. The total amount recognised in profit and loss during the year was £166,721 (2022: £166,673). No balances were due to the plan at the reporting date. 

- 29 -

 
HILL BISCUITS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Related party transactions

The Company has taken advantage of the exemption granted by section 33 of FRS 102 from disclosing related party transactions with wholly owned group companies.


22.


Post balance sheet events

On 30 July 2024, the Company was acquired by Cerealto UK Ltd, a company incorporated in England and Wales. From that date, the directors consider the ultimate controlling party to be Cerealto Global, S.L., a company registered in Spain.


23.


Controlling party

At 31 December 2023 the Company's immediate and ultimate parent company was Ginger Acquisition Company Limited, registered in England and Wales, by virtue of owning 100% of the share capital.
In the opinion of the directors, there is no ultimate controlling party as at 31 December 2023.
The accounts of the Company are included within the consolidated accounts of Ginger Acquisition Company Limited, which are publicly available from Tudno Mill, Smith Street, Ashton-Under-Lyne, Lancashire, OL7 0DB.
On 30 July 2024, the Company was acquired by Cerealto UK Ltd, a company incorporated in England and Wales. From that date, the directors consider the ultimate controlling party to be Cerealto Global, S.L., a company registered in Spain (refer to Note 22).
- 30 -